SC 13E3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

Under Section 13(e) of the Securities Exchange Act of 1934

PATHEON INC.

(Name of Issuer)

Patheon Inc.

JLL/Delta Patheon Holdings, L.P.

JLL/Delta Patheon GP, Ltd.

JLL Patheon Co-Investment Fund, L.P.

JLL Patheon Holdings, Coöperatief U.A.

JLL Patheon Holdings, LLC

JLL Partners Fund V (Patheon), L.P.

JLL Associates V (Patheon), L.P.

JLL Associates G.P. V (Patheon), Ltd.

JLL Partners Fund VI, L.P.

JLL Partners Fund V, L.P.

JLL Partners Fund VI (Patheon), L.P.

JLL Partners Fund V (New Patheon), L.P.

Koninklijke DSM N.V.

James C. Mullen

(Name of Persons Filing Statement)

Restricted Voting Shares

(Title of Class of Securities)

70319W108

(CUSIP Number of Class of Securities)

Michael E. Lytton Executive Vice President, Corporate Development and Strategy, and General Counsel Patheon Inc. c/o Patheon Pharmaceuticals Services Inc. 4721 Emperor Boulevard, Suite 280 Durham, NC 27703 (919) 226-3325 Hugh C. Welsh President and General Counsel DSM North America c/o DSM Pharmaceutical Products, Inc. 45 Waterview Boulevard Parsippany, NJ 07054 (973) 257-8300 Daniel Agroskin Managing Director JLL Partners, Inc. 450 Lexington Avenue, 31st Floor New York, NY 10017 (212) 286-8600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

John R. LeClaire Joseph L. Johnson III Adam P. Small Goodwin Procter LLP Exchange Place Boston, MA 02109 (617) 570-1000	Edward Sonnenschein M. Adel Aslani-Far Shaun Hartley Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200	Robert B. Pincus Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, Delaware 19899 (302) 651-3000
Andrea Johnson Dentons Canada LLP 99 Bank Street Suite 1420 Ottawa, Ontario K1P 1H4 Canada (613) 783-9600	Amar Leclair-Ghosh Norton Rose Fulbright Canada LLP 1, Place Ville Marie, Suite 2500, Montréal, QC H3B 1R1, Canada (514) 286-5474	Paul A.D. Mingay Jason Saltzman Borden Ladner Gervais LLP Scotia Plaza 40 King Street West, Suite 4400 Toronto, Canada M5H 3Y4
	Chris Hewat Blake, Cassels & Graydon LLP 199 Bay Street Suite 4000, Commerce Court West Toronto ON M5L 1A9 Canada (416) 863-2761

This statement is filed in connection with (check the appropriate box):

x The filing of solicitation materials on an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

¨ The filing of a registration statement under the Securities Act of 1933.

¨ A tender offer.

¨ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$1,386,374,772	$178,565.08

* Set forth the amount on which the filing fee is calculated and state how it was determined.

* Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: In accordance with Exchange Act Rule 0-11(c), the filing fee of $178,565.08 was determined by multiplying 0.0001288 by the aggregate arrangement consideration of $1,386,374,772. The aggregate arrangement consideration was calculated by adding (x) the product of (I) the 140,936,525 Restricted Voting Shares that are proposed to be acquired in the arrangement and (II) the consideration of US$9.32 in cash per Restricted Voting Share, plus (y) $72,846,359 expected to be paid to holders of 11,011,225 options to purchase Restricted Voting Shares with an exercise price of less than US$9.32 per share in exchange for cancellation of such options.

x Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

Amount Previously Paid: $178,565.08

Form or Registration No.: Schedule 14A

Filing Party: Patheon Inc.

Date Filed: December 5, 2013

Introduction

This Rule 13e-3 Transaction Statement on Schedule 13E-3 together with the exhibits hereto (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Patheon Inc., a Canadian corporation (the “Company”), JLL/Delta Patheon Holdings, L.P., a exempted limited partnership organized under the laws of the Cayman Islands (the “Purchaser”), JLL/Delta Patheon GP, Ltd., a company limited by shares organized under the laws of the Cayman Islands, JLL Patheon Co-Investment Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL Patheon Holdings, Coöperatief U.A., cooperative organized under the laws of The Netherlands, JLL Patheon Holdings, LLC, a Delaware limited liability company, JLL Partners Fund V (Patheon), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL Associates V (Patheon), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL Associates G.P. V (Patheon), Ltd., a company limited by shares organized under the laws of the Cayman Islands, JLL Partners Fund VI, L.P., a Delaware limited partnership, JLL Partners Fund V, L.P., a Delaware limited partnership, JLL Partners Fund VI (Patheon), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, JLL Partners Fund V (New Patheon), L.P., an exempted limited partnership organized under the laws of the Cayman Islands, Koninklijke DSM N.V., a corporation organized under the laws of The Netherlands, and James C. Mullen, Chief Executive Officer of the Company (collectively, the “Filing Persons”).

This Transaction Statement relates to the Arrangement Agreement, dated November 18, 2013 (the “Arrangement Agreement”), between the Company and the Purchaser, which is attached hereto as Exhibit (d)(1), and the related plan of arrangement (the “Plan of Arrangement”), which is attached hereto as Exhibit (d)(2). If shareholders of the Company pass the special resolution approving the Plan of Arrangement and the other conditions to closing set forth in the Arrangement Agreement are satisfied or waived, including the issuance of the final court order approving the Plan of Arrangement, the Purchaser will acquire all the Restricted Voting Shares issued and outstanding of Patheon, directly or indirectly, all as more particularly described in the Proxy Statement (as defined below) (the “Arrangement”).

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (which includes a management information circular) on Schedule 14A (the “Proxy Statement”) pursuant to Section 14(a) of the Exchange Act, which is attached hereto as Exhibit (a)(1), relating to a special meeting of the shareholders of the Company. The Company will also be filing this Transaction Statement and the Proxy Statement in Canada through SEDAR.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein have the meanings assigned to them in the Proxy Statement.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person.

While each of the Filing Persons acknowledges that the Arrangement is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

Item 2. Subject Company Information

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“INFORMATION CONCERNING PATHEON—Voting Shares and Principal Shareholders”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“INFORMATION CONCERNING PATHEON—Market Price and Trading Volume Data”

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“INFORMATION CONCERNING PATHEON—Dividend Policy”

“INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS OTHER THAN THE ARRANGEMENT—Arrangements with JLL Parties—Special Approval Rights”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS OTHER THAN THE ARRANGEMENT—Arrangements with JLL Parties—Sobel Equity Commitment Letter”

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS OTHER THAN THE ARRANGEMENT—Arrangements with JLL Parties—Sobel Equity Commitment Letter”

“INFORMATION CONCERNING PATHEON—Previous Purchases and Sales”

“INFORMATION CONCERNING PATHEON—Transactions in Restricted Voting Shares”

Item 3. Identity and Background of Filing Persons

(a) Name and Address. Patheon Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“INFORMATION CONCERNING PATHEON”

“INFORMATION CONCERNING THE JLL PARTIES, THE MANAGEMENT PARTIES AND DSM”

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“INFORMATION CONCERNING PATHEON”

“INFORMATION CONCERNING THE JLL PARTIES, THE MANAGEMENT PARTIES AND DSM—Business and Background”

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“INFORMATION CONCERNING THE JLL PARTIES, THE MANAGEMENT PARTIES AND DSM—Business and Background”

Item 4. Terms of the Transaction

(a) Material Terms.

(1) Tender Offers. Not applicable.

(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement from the Perspective of the JLL Parties, the Management Parties and DSM”

“SPECIAL FACTORS—Position of the JLL Parties, the Management Parties and DSM Regarding the Fairness of the Arrangement”

“SPECIAL FACTORS—Plans for Patheon after the Arrangement”

“SPECIAL FACTORS—Completion of the Arrangement”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Interests of our Directors and Executive Officers in the Arrangement”

“THE ARRANGEMENT—Principal Steps of the Arrangement”

“THE ARRANGEMENT—Procedure for Surrender of Restricted Voting Shares and Payment of Consideration”

“GENERAL PROXY INFORMATION—How a Vote is Passed”

“GENERAL PROXY INFORMATION—Who can Vote?”

“THE ARRANGEMENT AGREEMENT—Share Consideration”

“THE ARRANGEMENT AGREEMENT—Mutual Conditions”

“SPECIAL FACTORS—Certain Tax Considerations”

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Interests of our Directors and Executive Officers in the Arrangement”

“SPECIAL FACTORS—Agreements of Certain Persons with JLL Holdco and the Purchaser”

“THE ARRANGEMENT—Principal Steps of the Arrangement”

“THE ARRANGEMENT AGREEMENT—Share Consideration”

“INTERESTS OF INFORMED PERSONS IN MATTERS TO BE ACTED UPON”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“DISSENT RIGHTS”

ANNEX H—PLAN OF ARRANGEMENT

ANNEX I—RIGHT TO DISSENT - SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

ANNEX K—FORM OF INTERIM ORDER

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“PROVISIONS FOR UNAFFILIATED SHAREHOLDERS”

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Interests of our Directors and Executive Officers in the Arrangement”

“INTERESTS OF INFORMED PERSONS IN MATTERS TO BE ACTED UPON”

“INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS OTHER THAN THE ARRANGEMENT”

ANNEX C—ARRANGEMENT AGREEMENT

(b)—(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SPECIAL FACTORS—Background to the Arrangement”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement from the Perspective of the JLL Parties, the Management Parties and DSM”

“SPECIAL FACTORS—Plans for Patheon after the Arrangement”

“SPECIAL FACTORS—Completion of the Arrangement”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Interests of our Directors and Executive Officers in the Arrangement”

“SPECIAL FACTORS—Voting Agreements”

“THE ARRANGEMENT—Principal Steps of the Arrangement”

“THE ARRANGEMENT AGREEMENT”

“INTERESTS OF INFORMED PERSONS IN MATTERS TO BE ACTED UPON”

“INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS OTHER THAN THE ARRANGEMENT”

ANNEX C—ARRANGEMENT AGREEMENT

Item 6. Purposes of the Transaction, and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Plans for Patheon after the Arrangement”

“THE ARRANGEMENT—Principal Steps of the Arrangement”

ANNEX C—ARRANGEMENT AGREEMENT

(c)(1)—(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement from the Perspective of the JLL Parties, the Management Parties and DSM”

“SPECIAL FACTORS—Plans for Patheon after the Arrangement”

“SPECIAL FACTORS—Contribution Agreement”

“SPECIAL FACTORS—Completion of the Arrangement”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Sources of Funds”

“THE ARRANGEMENT—Principal Steps of the Arrangement”

“THE ARRANGEMENT—Regulatory Law Matters and Securities Law Matters”

“INTERESTS OF INFORMED PERSONS IN MATTERS TO BE ACTED UPON”

ANNEX C—ARRANGEMENT AGREEMENT

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement from the Perspective of the JLL Parties, the Management Parties and DSM”

“SPECIAL FACTORS—Plans for Patheon after the Arrangement”

“SPECIAL FACTORS—Contribution Agreement”

“THE ARRANGEMENT—Principal Steps of the Arrangement”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement from the Perspective of the JLL Parties, the Management Parties and DSM”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement from the Perspective of the JLL Parties, the Management Parties and DSM”

“SPECIAL FACTORS—Plans for Patheon after the Arrangement”

“SPECIAL FACTORS—Contribution Agreement”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“SPECIAL FACTORS—Certain Effects of the Arrangement”

“SPECIAL FACTORS—Plans for Patheon After the Arrangement”

“SPECIAL FACTORS—Agreements of Certain Persons with JLL Holdco and the Purchaser”

“SPECIAL FACTORS—Interests of our Directors and Executive Officers in the Arrangement”

“THE ARRANGEMENT—Principal Steps of the Arrangement”

“THE ARRANGEMENT—Regulatory Law Matters and Securities Law Matters”

“THE ARRANGEMENT—Fees and Expenses”

“SPECIAL FACTORS—Certain Tax Considerations”

“DISSENT RIGHTS”

ANNEX C—ARRANGEMENT AGREEMENT

ANNEX H—PLAN OF ARRANGEMENT

ANNEX I—RIGHT TO DISSENT - SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

ANNEX K—INTERIM ORDER – PLAN OF ARRANGEMENT

Item 8. Fairness of the Transaction

(a)—(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Position of the Independent Committee as to Fairness”

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Formal Valuation and Fairness Opinion of BMO Capital Markets”

“SPECIAL FACTORS—Fairness Opinion of RBC”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement from the Perspective of the JLL Parties, the Management Parties and DSM”

“SPECIAL FACTORS—Position of the JLL Parties and the Management Parties Regarding the Fairness of the Arrangement”

“WHERE YOU CAN FIND MORE INFORMATION”

ANNEX D—FORMAL VALUATION AND FAIRNESS OPINION OF BMO CAPITAL MARKETS

ANNEX E—FAIRNESS OPINION OF RBC

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“SPECIAL FACTORS—Position of the Independent Committee as to Fairness”

“GENERAL PROXY INFORMATION—How a Vote is Passed”

“THE ARRANGEMENT AGREEMENT—Mutual Conditions”

ANNEX C—ARRANGEMENT AGREEMENT

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS—Position of the Independent Committee as to Fairness

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Formal Valuation and Fairness Opinion of BMO Capital Markets”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Position of the Independent Committee as to Fairness

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

(f) Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)—(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background to the Arrangement”

“SPECIAL FACTORS—Position of the Independent Committee as to Fairness

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Formal Valuation and Fairness Opinion of BMO Capital Markets”

“SPECIAL FACTORS—Fairness Opinion of RBC”

“INFORMATION CONCERNING THE JLL PARTIES, THE MANAGEMENT PARTIES AND DSM—Additional Disclosure Required by Schedule 13E-3—Opinion of JLL Fund VI’s Financial Advisor”

“WHERE YOU CAN FIND MORE INFORMATION”

ANNEX D—FORMAL VALUATION AND FAIRNESS OPINION OF BMO CAPITAL MARKETS

ANNEX E—FAIRNESS OPINION OF RBC

ANNEX F—OPINION OF JEFFERIES LLC

Item 10. Source and Amounts of Funds or Other Consideration

(a)—(b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Source of Funds”

“SPECIAL FACTORS—Limited Guarantees”

“SPECIAL FACTORS—Interests of our Directors and Officers in the Arrangement”

“SPECIAL FACTORS—Agreements of Certain Persons with JLL Holdco and the Purchaser”

“THE ARRANGEMENT AGREEMENT—Covenants of the Purchaser—Financing”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“THE ARRANGEMENT—Fees and Expenses”

“THE ARRANGEMENT AGREEMENT—Expense Reimbursement”

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Interests of our Directors and Executive Officers in the Arrangement”

“INFORMATION CONCERNING PATHEON”

“INFORMATION CONCERNING THE JLL PARTIES, THE MANAGEMENT PARTIES AND DSM”

“INTERESTS OF INFORMED PERSONS IN MATTERS TO BE ACTED UPON”

“INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS OTHER THAN THE ARRANGEMENT”

“SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“INFORMATION CONCERNING PATHEON—Transactions in Restricted Voting Shares”

Item 12. The Solicitation or Recommendation

(d)—(e) Intent to Tender or Vote in a Going-Private Transaction; Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“SPECIAL FACTORS—Reasons for the Recommendation”

“SPECIAL FACTORS—Recommendation of the Independent Committee”

“SPECIAL FACTORS—Recommendation of the Board”

“SPECIAL FACTORS—Purposes and Reasons for the Arrangement from the Perspective of the JLL Parties, the Management Parties and DSM”

“SPECIAL FACTORS—Position of the JLL Parties and the Management Parties Regarding the Fairness of the Arrangement”

“SPECIAL FACTORS—Voting Agreements”

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SELECTED HISTORICAL FINANCIAL DATA OF PATHEON INC.”

“WHERE YOU CAN FIND MORE INFORMATION”

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)—(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT”

“THE ARRANGEMENT—Fees and Expenses”

“GENERAL PROXY INFORMATION—Solicitation of Proxies”

Item 15. Additional Information

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SPECIAL FACTORS—Golden Parachute Compensation”

(c) Other Material Information. The entirety of the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

(a)(1)	Preliminary Proxy Statement of Patheon Inc., incorporated herein by reference to the Schedule 14A filed with the SEC on December 5, 2013 (the “Proxy Statement”).
(a)(2)	Letter to Shareholders of Patheon Inc., incorporated herein by reference to the Proxy Statement.
(a)(3)	Notice of Special Meeting of Shareholders of Patheon Inc., incorporated herein by reference to the Proxy Statement.
(a)(4)	Form of Preliminary Proxy Card, incorporated herein by reference to the Proxy Statement.
(a)(5)	Form of Letter of Transmittal, incorporated by reference to Annex L of the Proxy Statement.
(a)(6)	Press Release, dated November 19, 2013, incorporated by reference to the Schedule 14A filed by JLL Associates V (Patheon), L.P. with the SEC on November 19, 2013.
(a)(7)	Press Release, dated November 19, 2013, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Patheon Inc. with the SEC on November 19, 2013.
(b)(1)	Commitment Letter, dated as of November 18, 2013, by and among UBS AG, Stamford Branch, UBS Securities LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Jefferies Finance LLC, KeyBank National Association and Morgan Stanley Senior Funding, Inc. and JLL/Delta Patheon Holdings, L.P.
(c)(1)	Formal Valuation and Fairness Opinion of BMO Nesbitt Burns Inc., dated November 18, 2013, incorporated by reference to Annex D of the Proxy Statement.

(c)(2)	Fairness Opinion of RBC Dominion Securities Inc., dated November 18, 2013, incorporated by reference to Annex E of the Proxy Statement.
(c)(3)	Opinion of Jefferies LLC, dated November 17, 2013, incorporated by reference to Annex F of the Proxy Statement.
(c)(4)	Presentation of BMO Nesbitt Burns Inc. to the Independent Committee and Board of Directors of Patheon Inc., dated November 18, 2013.
(c)(5)	Discussion Materials of RBC Dominion Securities Inc. to the Board of Directors of Patheon Inc. and the Independent Committee of the Board of Directors of Patheon Inc., dated November 18, 2013.
(c)(6)	Discussion Materials of Jefferies LLC to JLL Associates VI, L.P. as general partner of JLL Partners Fund VI, L.P., dated November 17, 2013.
(d)(1)	Arrangement Agreement, dated November 18, 2013, by and between Patheon Inc. and JLL/Delta Patheon Holdings, L.P., incorporated herein by reference to Annex C to the Proxy Statement.
(d)(2)	Plan of Arrangement under Section 192 of the Canada Business Corporations Act, incorporated by reference to Annex H to the Proxy Statement.
(d)(3)	Guarantee Letter, dated November 18, 2013, by and between Patheon Inc. and JLL Partners Fund VI, L.P., incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Patheon Inc. with the SEC on November 19, 2013.
(d)(4)	Guarantee Letter, dated November 18, 2013, by and between Patheon Inc. and Koninklijke DSM N.V., incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Patheon Inc. with the SEC on November 19, 2013.
(d)(5)	Equity Commitment Letter, dated November 18, 2013, by and among JLL Partners Fund VI, L.P., JLL Partners Fund V, L.P., JLL Associates V (Patheon), L.P., JLL Patheon Co-Investment Fund, L.P., JLL/Delta Patheon Holdings, L.P. and Patheon Inc., incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Patheon Inc. with the SEC on November 19, 2013.
(d)(6)	Voting and Support Agreement, dated November 18, 2013, by and among Patheon Inc., JLL/Delta Patheon Holdings, L.P. and JLL Patheon Holdings, LLC, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Patheon Inc. with the SEC on November 19, 2013.
(d)(7)	Form of Voting and Support Agreement by and among Patheon Inc., JLL/Delta Patheon Holdings, L.P. and the shareholders party thereto, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Patheon Inc. with the SEC on November 19, 2013.
(d)(8)	Management Agreement, dated as of November 18, 2013, by and among JLL Patheon Co-Investment Fund, L.P., JLL/Delta Patheon Holdings, L.P. and James C. Mullen.
(d)(9)	Option Waiver and Termination Agreement, dated as of November 18, 2013, by and between Patheon Inc. and James C. Mullen.
(d)(10)	Interim Shareholders’ Agreement, dated as of November 18, 2013, by and among JLL/Delta Patheon GP, Ltd., JLL Patheon Co-Investment Fund, L.P., Koninklijke DSM N.V. and, solely for the purposes of Sections 1.06 and 1.08 thereof, JLL Partners Fund VI, L.P.
(d)(11)	Contribution Agreement, dated as of November 18, 2013, by and among JLL Patheon Co-Investment Fund, L.P., Koninklijke DSM N.V. and JLL/Delta Patheon Holdings, L.P.
(f)(1)	Section 190 of the Canada Business Corporations Act, incorporated herein by reference to Annex I of the Proxy Statement.
(g)	None.

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of December 5, 2013

PATHEON INC.
By:	/s/ Michael E. Lytton
Name:	Michael E. Lytton
Title:	Executive Vice President, Corporate Development and Strategy, and General Counsel
JLL/DELTA PATHEON HOLDINGS, L.P.
By: JLL/DELTA PATHEON GP, LTD.,
its general partner
By:	/s/ Michel Lagarde
Name:	Michel Lagarde
Title:	Authorized Person
JLL/DELTA PATHEON GP, LTD.
By:	/s/ Michel Lagarde
Name:	Michel Lagarde
Title:	Authorized Person
JLL PATHEON CO-INVESTMENT FUND, L.P.
By: JLL PARTNERS FUND VI (PATHEON), L.P.
its general partner
By: JLL ASSOCIATES VI (PATHEON), L.P.
its general partner
By: JLL ASSOCIATES G.P. V (PATHEON), LTD.
its general partner
By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Authorized Person

JLL PATHEON HOLDINGS, COÖPERATIEF, U.A.
By:	/s/ Daniel Agroskin
Name:	Daniel Agroskin
Title:	Authorized Person
JLL PATHEON HOLDINGS, LLC
By:	/s/ Daniel Agroskin
Name:	Daniel Agroskin
Title:	Authorized Person
JLL PARTNERS FUND V (PATHEON), L.P.
By: JLL ASSOCIATES V (PATHEON), L.P.
its general partner
By: JLL ASSOCIATES G.P. V (PATHEON), LTD.
its general partner
By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Authorized Person
JLL ASSOCIATES V (PATHEON), L.P.
By: JLL ASSOCIATES G.P. V (PATHEON), LTD.
its general partner
By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Authorized Person
JLL ASSOCIATES G.P. V (PATHEON), LTD.
By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Authorized Person

JLL PARTNERS FUND VI, L.P.
By: JLL ASSOCIATES VI, L.P.
its general partner
By: JLL ASSOCIATES G.P. VI, L.L.C.
its general partner
By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Managing Member
JLL PARTNERS FUND V, L.P.
By: JLL ASSOCIATES V, L.P.
its general partner
By: JLL ASSOCIATES G.P. V, L.L.C.
its general partner
By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Managing Member
JLL PARTNERS FUND VI (PATHEON), L.P.
By: JLL ASSOCIATES VI (PATHEON), L.P.
its general partner
By: JLL ASSOCIATES G.P. V (PATHEON), LTD.
its general partner
By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Authorized Person

JLL PARTNERS FUND V (NEW PATHEON), L.P.
By: JLL ASSOCIATES V (NEW PATHEON), L.P.
its general partner
By: JLL ASSOCIATES G.P. V (PATHEON), LTD.
its general partner
By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Authorized Person
KONINKLIJKE DSM N.V.
By:	/s/ Hugh C. Welsh
Name:	Hugh C. Welsh
Title:	President, DSM North America
JAMES C. MULLEN
/s/ James C. Mullen

EX-99.1(B)(1)

Exhibit (b)(1)

EXECUTION VERSION

UBS AG, STAMFORD BRANCH	JPMORGAN CHASE BANK, N.A.
677 Washington Boulevard	J.P. MORGAN SECURITIES LLC
Stamford, Connecticut 06901	383 Madison Avenue
	New York, New York 10179
UBS SECURITIES LLC
299 Park Avenue
New York, New York 10171

JEFFERIES FINANCE LLC	KEYBANK NATIONAL ASSOCIATION	MORGAN STANLEY SENIOR
520 Madison Avenue	KBCM BRIDGE LLC	FUNDING, INC.
New York, New York 10022	127 Public Square	1585 Broadway
	Cleveland, Ohio 44114	New York, New York 10036

November 18, 2013

JLL/Delta Patheon Holdings, LP.

c/o JLL Partners, Inc.

450 Lexington Avenue, 31^st Floor

New York, NY 10017

Attention: Garrett Hall

Project Calculus

Commitment Letter

Ladies and Gentlemen:

You have advised UBS AG, Stamford Branch (“UBS”), UBS Securities LLC (“UBSS”), JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities LLC (“J.P. Morgan”), Jefferies Finance LLC (“Jefferies”), KeyBank National Association (“KeyBank”), KBCM Bridge LLC (“KBCM”) and Morgan Stanley Senior Funding, Inc. (“MSSF” and, together with UBS, UBSS, JPMCB, J.P. Morgan, Jefferies, KeyBank and KBCM, the “Commitment Parties”, “we” or “us”) that JLL/Delta Patheon Holdings, LP., a Cayman Islands exempted limited partnership (the “Calculus Purchaser” or “Calculus Holdings”), intends, through one or more designated affiliates, to consummate the Transactions as described in the Transaction Description attached hereto as Exhibit A. You have further advised us that all of the outstanding equity interests in Calculus Holdings will be owned, directly or indirectly, by JLL Partners, Inc. and certain of its affiliates (collectively, the “Sponsor”), Koninklijke DSM N.V. and certain of its affiliates (collectively, “Delta Parent”) and certain other investors arranged by and/or designated by the Sponsor (which may include members of Patheon’s or Delta’s management (such certain other investors, together with the Sponsor and Delta Parent, the “Equity Investors”)). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Terms attached hereto as Exhibit B (the “Senior Secured Facilities Term Sheet”), the Summary of Terms attached hereto as Exhibit C (the “Bridge Term Sheet” and, collectively with the Senior Secured Facilities Term Sheet, the “Term Sheets”), or the Closing Conditions attached hereto as Exhibit D (such Exhibits A, B, C and D, together with this commitment letter, in each case, as amended, waived, supplemented or otherwise modified in accordance with the terms hereof collectively, the “Commitment Letter”). All references to “dollars” or “$” in the Commitment Letter are references to United States dollars.

1. Commitment.

In connection with the Transactions, UBS, JPMCB, Jefferies, KeyBank, and MSSF (each in such capacity, the “Initial Lenders”) are pleased to each commit (the “Commitment”) to provide on a several but not joint basis (i) 28 ¹⁄₂%, 28 ¹⁄₂%, 14 ¹⁄₃%, 14 ¹⁄₃% and 14 ¹⁄₃%, respectively, of the Initial Term Loan Facility (as defined in Exhibit B), (ii) 28 ¹⁄₂%, 28 ¹⁄₂%, 14 ¹⁄₃%, 14 ¹⁄₃% and 14 ¹⁄₃%, respectively, of the Initial Revolving Facility (as defined in Exhibit B) and (iii) 28 ¹⁄₂%, 28 ¹⁄₂%, 14 ¹⁄₃%, 14 ¹⁄₃% and 14 ¹⁄₃%, respectively, of the Senior Unsecured Bridge Facility (as defined in Exhibit C), in each case upon the terms set forth in the Commitment Letter and subject only to the satisfaction of the conditions in Exhibit D (the “Initial Funding Conditions”).

2. Titles and Roles.

It is agreed that (a) each of UBS, J.P. Morgan, Jefferies, KeyBank and MSSF will act as a lead arranger (each a “Bank Lead Arranger” and collectively the “Bank Lead Arrangers”) for the Initial Senior Secured Facilities, (b) each of UBSS, J.P. Morgan, Jefferies, KBCM and MSSF will act as a book running manager (each a “Bank Bookrunner”) for the Initial Senior Secured Facilities, (c) UBS will act as the administrative agent and collateral agent (in such capacities, the “Bank Administrative Agent”), and the letter of credit issuing lender (in such capacity, the “Issuing Lender”) for the Initial Senior Secured Facilities, (d) JPMCB will act as the syndication agent (the “Syndication Agent”) for the Initial Senior Secured Facilities, (e) Jefferies, KeyBank and MSSF will act as the co-documentation agents (the “Co-Documentation Agents”) for the Initial Senior Secured Facilities, (f) each of J.P. Morgan, UBSS, Jefferies, KBCM and MSSF will act as a lead arranger for the Senior Unsecured Bridge Facility (each a “Bridge Lead Arranger” and collectively with the Bank Lead Arrangers, the “Lead Arrangers”), (g) each of J.P. Morgan, UBSS, Jefferies, KBCM and MSSF will act as a book running manager for the Senior Unsecured Bridge Facility (each a “Bridge Bookrunner” and, collectively with the Bank Bookrunners the “Bookrunners”) and (h) JPMCB will act as administrative agent (in such capacity, the “Bridge Administrative Agent”) for the Senior Unsecured Bridge Facility. Each of the foregoing shall perform the duties and exercise the authority conventionally understood to be associated with such roles. It is further agreed that (i) UBS will have “left” placement on any marketing materials used in connection with the Initial Senior Secured Facilities and (ii) J.P. Morgan will have “left” placement on any marketing materials used in connection with the Senior Unsecured Bridge Facility and, in each case, shall perform the duties and exercise the authority conventionally understood to be associated with such name placement. Except as set forth below, you agree that no other agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by the Commitment Letter and the Fee Letter (as defined below) will be paid to any other Lender (as defined below), by you or any of your affiliates in respect of the Debt Facilities, in order to obtain such Lender’s commitment to provide the Debt Facilities, unless you and we shall so agree; provided, that you may, on or prior to the date which is 15 business days after the date of your acceptance of the Commitment Letter, appoint additional agents, co-agents, lead arrangers, bookrunners, managers or arrangers (any such agent, co-agent, lead arranger, bookrunner, manager or arranger, an “Additional Initial Lender”) for the Debt Facilities, and award such Additional Initial Lenders titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint any Additional Initial Lenders, then, upon the execution by such Additional Initial Lender (or any relevant affiliate) of customary joinder documentation, notwithstanding anything in Section 3 to the contrary, the commitments of the Initial Lenders in respect of the Debt Facilities, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such Additional Initial Lender (or their relevant affiliates) in respect of each of the Debt Facilities, with such reduction allocated to reduce the commitments of the Initial Lenders in respect of the Debt Facilities at such time on a pro rata basis according to the respective amounts of their commitments, and, thereafter, each such Additional Initial Lender (and any relevant affiliate) shall constitute a “Commitment Party” and “Lead Arranger” hereunder and under the Fee Letter and it or its relevant affiliate providing such commitment shall constitute an “Initial Lender” hereunder and under the Fee Letter); provided, further, that (i) each Additional Initial Lender (or its relevant affiliates) shall provide commitments ratably across the Debt Facilities in a manner consistent with those provided by the Initial Lenders, (ii) the fees payable to such Additional Initial Lender (or any relevant affiliate thereof) in respect of such commitment shall be proportionate to the commitment of such Additional Initial Lender (or any relevant affiliate thereof) in respect of such applicable Debt Facilities or on such other basis as you and the Lead Arrangers may agree and (iii) in no event shall the Lead Arrangers party to the Commitment Letter as of the date hereof be entitled to less than 90.0% of the aggregate economics of the Debt Facilities.

3. Syndication.

Subject to the limitations set forth herein, the Commitment Parties reserve the right, commencing promptly after your acceptance of the terms of this Commitment Letter and the Fee Letter defined below, to syndicate all or a portion of the Commitment or the Initial Lenders’ loans or commitments under the Debt Facilities to one or more banks, financial institutions and other institutional lenders, investors and funds identified by the Commitment Parties in consultation with you and subject to your consent (such consent not to be unreasonably withheld or delayed); provided, that (a) we agree not to syndicate the Commitment or the loans or commitments under the Debt Facilities or any portion thereof, (i) to certain banks, financial institutions and other institutional lenders, investors and funds that have been specified in writing to the Commitment Parties by you at any time prior to the date of delivery hereof (or, if after such date, that are reasonably acceptable to the Commitment Parties), (ii) to competitors of Patheon,

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Delta or Parent Borrower identified in writing from time to time or (iii) to institutions primarily engaged as principals in private equity or venture capital (other than affiliated debt funds) (such persons referred to in clauses (i) through (iii), collectively, (including their reasonably known affiliates or other affiliates designated in writing by you or otherwise reasonably identifiable as affiliates solely on the basis of their name (other than, in the case of clause (iii), affiliated debt funds)), the “Disqualified Institutions” and institutions that are not a Disqualified Institution, collectively, the “Qualified Institutions”) and that no Disqualified Institution may become a Lender (unless consented to by you in writing) and (b) notwithstanding the Commitment Parties’ right to syndicate the Commitment of the Initial Lenders and to receive commitments with respect thereto, (i) the Initial Lenders shall not be relieved, released or novated from their obligations hereunder (including their obligations to fund the Debt Facilities on the Closing Date (as defined in Exhibit A)) in connection with any syndication, assignment or participation of the Debt Facilities, including the Commitment in respect thereof, until after the initial funding of the Debt Facilities on the Closing Date, (ii) no assignment or novation shall become effective with respect to all or any portion of the Commitment of the Initial Lenders until the initial funding of the Debt Facilities on the Closing Date and (iii) unless you agree in writing, the Initial Lenders shall retain exclusive control over all rights and obligations with respect to the Commitment, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. The syndication of all or a portion of the Commitment of the Initial Lenders or the loans or commitments under the Debt Facilities, as the case may be, is hereinafter referred to as the “Syndication”.

The Commitment Parties will manage, in consultation with you, all aspects of the Syndication, including selection of institutions and other entities (subject to your consent rights set forth in the preceding paragraph and excluding Disqualified Institutions), when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the Initial Term Loans and Bridge Loans among Lenders (as defined in Exhibit C) and the amount and distribution of fees among Lenders.

The Commitment Parties may, and intend to, commence the Syndication promptly upon the execution of the Commitment Letter and the Fee Letter. Until the earlier of (a) a Successful Syndication (as defined in the Fee Letter) and (b) 60 days after the Closing Date, such period being referred to as the “Primary Syndication”, you agree to, in each case, use commercially reasonable efforts to (and to use commercially reasonable efforts to the extent practical and appropriate to cause Patheon and Delta Parent to) provide the following assistance in connection with the Syndication (i) ensuring that the syndication efforts benefit from your and your affiliates’ existing lending and investment banking relationships, (ii) providing direct contact between your senior management and certain of your non-legal advisors and senior management of Patheon and Delta, on one hand, and prospective Lenders, on the other hand, in each case, at times mutually agreed upon, (iii) providing assistance in the preparation of the Information Materials (as defined below) (it being understood that the Information Memorandum (as defined below) shall be delivered to the Commitment Parties not later than the date that is 15 days prior to the Closing Date (such 15 day period, the “Syndication Period”); provided that (a) the Syndication Period shall be completed on or prior to December 16, 2013 or shall commence after January 6, 2014 and (b) November 27, 2013 through December 1, 2013 shall not be days for purpose of the “Syndication Period”), (iv) participating in a reasonable number of meetings with prospective Lenders at times and locations reasonably acceptable to you, it being understood that the parties hereto will participate in general meetings with prospective Lenders, (v) obtaining ratings at least 15 days prior to the Closing Date for each of the Initial Term Loan Facility and the Senior Notes (other than the Initial Revolving Facility) from each of Moody’s Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”), and a public corporate family rating and a public corporate credit rating in respect of Parent Borrower (as defined in Exhibit B) after giving effect to the Transactions from each of Moody’s and S&P and (vi) ensuring that during the Primary Syndication there will not be any competing issuances, incurrences, offerings or placements of bank credit financing or debt securities (other than the Debt Facilities, the Senior Notes or any “demand” securities issued pursuant to the Fee Letter, the issuance of the Holdings PIK Note to the Delta Parent or indebtedness permitted by clause (g) of Exhibit A, including for the avoidance of doubt any incurrence of indebtedness under the Existing Credit Agreement) by or on behalf of you, Parent Borrower, Patheon or any of your or their respective subsidiaries being announced, offered, placed or arranged that could reasonably be expected to materially impair the Syndication. Additionally, you agree to use commercially reasonable efforts to (and to use commercially reasonable efforts to the extent practical and appropriate to cause Patheon and Delta Parent to) provide assistance in the preparation of the customary offering and marketing material and presentations including a customary confidential information memorandum relating to the Senior Unsecured Bridge Facility. Notwithstanding anything to the contrary contained in the Commitment Letter or the Fee Letter, none of (A) your obligations to assist in syndication efforts as provided herein (including the obtaining ratings referenced above), (B) the commencement of the Syndication or (C) a Successful Syndication, shall constitute a condition to the initial funding or availability of the Debt Facilities.

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You acknowledge that (a) the Commitment Parties may, and intend to, make available Information (as defined below), Projections (as defined below) and other customary offering and marketing material and presentations including a customary confidential information memorandum relating to the Initial Senior Secured Facilities (the “Information Memorandum”) to be used in connection with the Syndication (the Information, the Projections, other customary offering and marketing material and presentations and the Information Memorandum, collectively, with the Term Sheets, the “Information Materials”) on a confidential basis to Qualified Institutions by posting the Information Materials on Intralinks, SyndTrak Online or by similar electronic means and (b) certain of the Qualified Institutions may wish to receive only information that (i) is publicly available, (ii) is not material with respect to you, Patheon or Delta or any of your or their respective subsidiaries or securities for purposes of United States federal or state securities laws or (iii) constitutes information that would be made publicly available if you, Patheon or Delta are, or were to become, public reporting companies (any information other than the foregoing, collectively, “MNPI”) with respect to you, Patheon, Delta or any of your or their respective securities (each, a “Public Sider” and each Qualified Institution that is not a Public Sider, a “Private Sider”). It is understood and agreed that you shall be under no obligation to disclose to Public Siders any information relating to Patheon that has not, at the time of disclosure, also previously been disclosed to Public Siders in connection with Patheon’s obligations under the Existing Credit Agreement.

At the reasonable request of the Commitment Parties, you agree to assist us (and use commercially reasonable efforts to the extent practical and appropriate to cause Patheon and Delta to assist) in preparing an additional version of the Information Memorandum to be used in connection with the Primary Syndication that does not include MNPI. It is understood that in connection with your assistance described above, authorization letters in a form substantially similar to authorization letters delivered by companies sponsored by the Sponsor and reasonably acceptable to the Administrative Agent, will be included in any Information Memorandum that authorize the distribution of the Information Memorandum to prospective Lenders, containing a representation to the Lead Arrangers that public- side version does not contain MNPI (and, in each case, a “10b- 5” representation consistent with Section 4 below), which Information Memorandum shall exculpate you, the Sponsor, Delta Parent, Patheon, Delta, and your and their respective affiliates and us and our affiliates with respect to any liability related to the use of the Information Memorandum and any related marketing material by the recipients thereof. Before distribution of any Information Materials, you agree to use commercially reasonable efforts to identify that portion of the Information Materials that may be distributed to the Public Siders as containing solely “Public Information,” which, at a minimum, shall mean the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and Public Siders to treat such Information Materials as not containing any MNPI (it being understood that you shall not be under any obligation to mark the Information Materials “PUBLIC”). We will not make any materials not marked “PUBLIC” available to Public Siders.

You acknowledge and agree that the following documents may be distributed to both Private Siders and Public Siders, unless you advise the Commitment Parties in writing (including by email) prior to their distribution that such materials should only be distributed to Private Siders (provided, that such materials have been provided to you and your counsel for review in a reasonable period of time prior thereto): (a) drafts and final definitive documentation with respect to (i) the Initial Senior Secured Facilities, such final definitive documentation being referred to as the “Senior Secured Facilities Documentation” and (ii) the Senior Unsecured Bridge Facility, such definitive documentation being referred to as the “Senior Unsecured Bridge Facility Documentation”, (b) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (c) term sheets and notification of changes to the terms and conditions of the Initial Senior Secured Facilities or Senior Unsecured Bridge Facility. If you advise us in writing (including by email) prior to dissemination that any of the foregoing items should be distributed only to Private Siders, then we will not distribute such materials to Public Siders without your written consent.

4. Information.

You hereby represent and warrant that (and, with respect to the Information and the Projections relating to Patheon and Delta, to your knowledge) (a) all written information (such written information, other than (i) the Projections and (ii) information of a general economic or industry specific nature, the “Information”), that has been or will be made available to any Commitment Party by you or any of your representatives on your behalf in connection with the Transactions, when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto) and (b) the projections, budgets, estimates and forecasts and other forward-looking information

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(collectively, the “Projections”) that have been or will be made available to us by you in connection with the Transactions have been or will be prepared in good faith based upon assumptions that are believed by you at the time furnished to us to be reasonable, it being understood and acknowledged that the Projections are as to future events and are not to be viewed as facts, and the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurances can be given that the Projections will be realized and that actual results during the period or periods covered by the Projections may differ significantly from the actual results and such differences may be material. You agree that if at any time prior to the later of the Closing Date and the end of the Primary Syndication you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any respect if the Information were being furnished, and such representations and warranties were being made, at such time, then you will use commercially reasonable efforts to supplement the Information, so that such representations and warranties are correct under those circumstances (it being understood that such supplementation shall cure any breach of such representations). In arranging and syndicating the Debt Facilities, each of the Commitment Parties (i) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections.

5. Fees.

As consideration for the Commitment of the Initial Lenders and the agreements of the Commitment Parties to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheets and in the Fee Letter dated the date hereof and delivered herewith with respect to the Debt Facilities (the “Fee Letter”) if, and to the extent, payable.

6. Conditions.

The obligations of the Initial Lenders hereunder to fund the Debt Facilities on the Closing Date and the agreements of the Commitment Parties to perform the services described herein are subject solely to the Initial Funding Conditions, it being understood and agreed that there are no other conditions (implied or otherwise) to the Commitment and upon satisfaction (or waiver by the Initial Lenders) of the Initial Funding Conditions the initial funding of the Debt Facilities shall occur.

Notwithstanding anything in the Commitment Letter, the Fee Letter, the Senior Secured Facilities Documentation, the Senior Unsecured Bridge Facility Documentation or any other agreement or undertaking to the contrary, (a) the only representations the accuracy of which shall be a condition to the initial funding of the Debt Facilities on the Closing Date shall be (i) the representations made (A) by Delta Parent or with respect to Delta in the Delta Contribution Agreement (as defined in Exhibit A), in each case that are material to the interests of Lenders, but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Delta Contribution Agreement or decline to consummate the Delta Acquisition (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in the Delta Contribution Agreement (to such extent, the “Delta Specified Acquisition Agreement Representations”) and (B) by or with respect to Patheon in the Patheon Arrangement Agreement (as defined in Exhibit A), in each case that are material to the interests of Lenders, but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Patheon Arrangement Agreement or decline to consummate the Patheon Acquisition (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in the Patheon Arrangement Agreement (to such extent, the “Patheon Specified Acquisition Agreement Representations” and, together with the Delta Specified Acquisition Agreement Representations, the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) (it being understood and agreed that, to the extent any of the Specified Representations are qualified or subject to “material adverse effect” (or an equivalent term), for purposes of the making of such Specified Representations as of the Closing Date (or a date prior thereto), the definition of “material adverse effect” (or an equivalent term), shall be qualified by the same exceptions and qualifications that apply to the applicable definition of “Closing Date Material Adverse Effect” set forth in Exhibit D) and (b) the terms of the Facilities Documentation shall be consistent with the Documentation Principles and shall be in form such that they do not impair the availability of the Debt Facilities on the Closing Date if the Initial Funding Conditions are satisfied (provided, that to the extent any security interest in any Collateral (as defined in Exhibit B) (including the creation or perfection of any security interest) is not or cannot reasonably be created or perfected on the Closing Date (other than (x) the pledge of certificated capital stock (to the extent required to be pledged in accordance with Exhibit B) of (1) Parent Borrower’s wholly-owned material U.S. subsidiaries, (2) Delta and the wholly-owned material U.S. subsidiaries of Delta and (3) Patheon and the wholly-owned material U.S. and Canadian subsidiaries of Patheon, in each

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case other than those stock certificates in possession of any Initial Lender or any of its affiliates or any existing lender to Delta or Patheon, as applicable and (y) the grant and perfection of security interests in other assets required to be pledged pursuant to which a lien may be perfected upon closing solely by the filing of a financing statement under the Uniform Commercial Code (“UCC”) or the Personal Property Security Act (“PPSA”), as applicable (the Collateral referred to in clauses (x) and (y), the “Closing Date Collateral”)) after your use of commercially reasonable efforts to do so, or without undue burden or expense, then the creation or perfection, as applicable, of any such Collateral shall not constitute a condition precedent to the availability of the Debt Facilities on the Closing Date, but instead shall be created or perfected, as applicable, within 90 days after the Closing Date or such later date as the Administrative Agent may agree in its sole discretion, pursuant to reasonably satisfactory arrangements to be mutually agreed upon). Notwithstanding the foregoing, the satisfaction of the requirements described in the foregoing clause (x) shall not be defeated to the extent you fail to deliver on the Closing Date, after your use of commercially reasonable efforts to do so, one or more stock certificates of (1) Parent Borrower’s subsidiaries, (2) Delta or Delta’s subsidiaries to the extent failure by Delta Parent (or its affiliates) to deliver such certificated capital stock to you (or your affiliates) does not provide you (or your applicable affiliate) the right to terminate your (or its) obligations under the Delta Contribution Agreement or decline to consummate the Delta Acquisition or (3) Patheon or Patheon’s subsidiaries to the extent failure by Patheon (or its affiliates) to deliver such certificated capital stock to you (or your affiliates) does not provide you (or your applicable affiliate) the right to terminate your (or its) obligations under the Patheon Arrangement Agreement or decline to consummate the Patheon Acquisition (in each case pursuant to the terms thereof) (which in any event shall be delivered no later than 30 days (or such longer period as the Administrative Agent may agree) after the Closing Date). For purposes hereof, “Specified Representations” mean the representations and warranties of the Borrowers and the Guarantors set forth in the Senior Secured Facilities Documentation and Senior Unsecured Bridge Facility Documentation relating to corporate existence of the Borrowers and the Guarantors referenced in the Term Sheet on the date hereof, organizational power and authority, due authorization, execution, delivery and enforceability of the Senior Secured Facilities Documentation and Senior Unsecured Bridge Facility Documentation, as applicable, with respect to the Borrowers and the Guarantors referenced in the Term Sheet on the date hereof, in each case, relating to the entering into and performance of the Senior Secured Facilities Documentation and Senior Unsecured Bridge Facility Documentation, as applicable, on the Closing Date; creation, validity and perfection of security interests (subject to customary permitted liens) granted in the Closing Date Collateral (subject in all respects to the limitations set forth in this paragraph); no conflict of the Senior Secured Facilities Documentation or Senior Unsecured Bridge Facility Documentation with charter documents and applicable laws, in each case relating to the entering into of the Senior Secured Facilities Documentation and Senior Unsecured Facilities Documentation on the Closing Date; the Investment Company Act; Federal Reserve margin regulations; Solvency of Parent Borrower and its restricted subsidiaries on a consolidated basis (after giving effect to the Transactions) as evidenced by a certificate in substantially the form attached hereto as Annex I to Exhibit D; FCPA; the Patriot Act; and the use of the loan proceeds under the Debt Facilities not violating OFAC. This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provisions”. Without limiting the conditions precedent provided herein to funding the consummation of the Acquisitions with the proceeds of the Debt Facilities, the Administrative Agent and the Commitment Parties will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Debt Facilities in a manner consistent with the Acquisition Agreements.

7. Indemnity; Expenses.

You agree (a) to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective directors, officers, employees, advisors, agents, controlling persons and successors of each of the foregoing (each, an “Indemnified Person”), from and against any and all losses, claims, damages and liabilities to which any such Indemnified Person may become subject to the extent arising out of, resulting from or in connection with any claim, litigation, investigation or proceeding (each, a “Proceeding”) relating to the Commitment Letter, the Fee Letter, the Transactions, the Initial Senior Secured Facilities, the Senior Unsecured Bridge Facility or use of proceeds thereof, regardless of whether any such Indemnified Person is a party thereto or whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors, Patheon, Delta or any other third person, and to reimburse each such Indemnified Person within thirty days of written demand therefor (together with reasonable back-up documentation supporting such reimbursement request) for any out-of-pocket legal or other out-of-pocket expenses (excluding, for the avoidance of doubt, costs and expenses of in-house counsel) incurred in connection with investigating or defending any of the foregoing, of one counsel to such Indemnified Persons, taken as a whole, and, in the case of a conflict of interest, of one additional counsel to the affected Indemnified Persons, taken as a whole (and if reasonably necessary, of one local counsel in any material relevant jurisdiction); provided, that the foregoing indemnity and reimbursement obligation will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or

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related expenses (A) to the extent they arise from the willful misconduct, bad faith or gross negligence of, or material breach of the Commitment Letter, the Fee Letter, the Senior Secured Facilities Documentation or the Senior Unsecured Bridge Facility Documentation by, such Indemnified Person or any of its affiliates or any of the directors, officers, advisors, employees, agents, representatives, controlling persons or successors of any of the foregoing as determined in a final non-appealable judgment by a court of competent jurisdiction or (B) to the extent they arise out of, or in connection with, any claim, litigation, investigation or proceeding that does not involve an act or omission by you, Patheon, Delta Parent or any of your or their respective affiliates, and that is brought by such Indemnified Person against any other Indemnified Person (other than an Indemnified Person acting in its capacity as agent, arranger or any other similar role in connection with the Debt Facilities) and (b) to the extent the Closing Date occurs, to reimburse the Commitment Parties, upon presentation of a summary statement, for all reasonable and documented out-of-pocket expenses of the Commitment Parties incurred in connection with the Commitment Letter, the Fee Letter, the Senior Secured Facilities Documentation, the Senior Unsecured Bridge Facility Documentation and Primary Syndication, or in the case of the Commitment Letter and the Fee Letter, the amendment, modification or waiver thereof (including, reasonable due diligence expenses, reasonable syndication expenses, reasonable travel expenses, and reasonable legal fees and expenses of the transaction counsels specified in Exhibit B and Exhibit C hereto for the Commitment Parties, taken as a whole, and if reasonably necessary of one local counsel in any material relevant jurisdiction). You have no obligation to reimburse any Indemnified Person for fees and expenses unless such Indemnified Person agrees to refund and return any and all amounts paid by you to such Indemnified Person to the extent any of the foregoing items in clause (a)(A) or (B) above occurs.

Notwithstanding any other provision of the Commitment Letter or the Fee Letter, (a) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages arise from the bad faith, gross negligence or willful misconduct of, or material breach of the Commitment Letter, the Fee Letter, the Senior Secured Facilities Documentation or the Senior Unsecured Bridge Facility Documentation by such Indemnified Person or such Indemnified Person’s affiliates, controlling person or any of its or their respective directors, officers, advisors, employees, representatives or agents as determined in a final non-appealable judgment by a court of competent jurisdiction and (b) none of we, you, the Sponsor, Delta Parent, Patheon, Delta or any Indemnified Person or any of your or their subsidiaries, or any of your or their respective affiliates or the respective directors, officers, advisors, employees, representatives, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages (including any loss of profits or trading losses) in connection with the Commitment Letter, the Fee Letter, the Transactions, the Debt Facilities or the use of proceeds thereof; provided, that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations with respect to a Proceeding involving a third party unaffiliated with any of us set forth in the immediately preceding paragraph.

You shall not be liable for any settlement of any pending or threatened Proceeding effected without your written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with your written consent, or if there is a judgment against an Indemnified Person in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person in the manner and to the extent set forth above.

You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), effect any settlement of any pending or threatened Proceeding against an Indemnified Person in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (b) does not include any statement as to any admission as to fault, culpability or a failure to act by or on behalf of any Indemnified Person.

If any Proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify you upon its determination to seek indemnification; provided, however, that the failure so to notify you will not relieve you from any liability that you may have to such Indemnified Person pursuant to this “Indemnity; Expenses” section.

8. Sharing Information; Absence of Fiduciary Relationship.

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services to other parties in respect of which you, Patheon, Delta or your or their respective affiliates may have conflicting interests regarding the transactions described herein and otherwise. Each of the Commitment Parties agrees that neither it nor any of its affiliates will furnish any confidential information obtained from you, Patheon,

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Delta, Parent Borrower, the Sponsor, Delta Parent or your or their respective officers, directors, employees, attorneys, accountants or other advisors to other persons by virtue of the Transaction, or in connection with the performance by them or their affiliates of any other services for other persons, except to the extent permitted below. You also acknowledge that none of the Commitment Parties or any of their affiliates has any obligation to use in connection with the Transactions, or furnish to you, Patheon, Delta or your or their respective officers, directors, employees, attorneys, accountants or other advisors, confidential information obtained by the Commitment Parties or any of their respective affiliates from other parties.

The Commitment Parties and their respective affiliates may have economic interests that conflict with those of Patheon, Delta and you. You agree that the Commitment Parties will act under this letter as independent contractors and that nothing in the Commitment Letter or the Fee Letter will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Parties and you, Patheon and Delta, your and their respective equity holders or your and their respective affiliates. You acknowledge that (a) no fiduciary, advisory or agency relationship between you, the Commitment Parties or Lenders has been or will be created in respect of the Transactions, irrespective of whether the Commitment Parties, Lenders and/or their respective affiliates have advised or are advising you on other matters, (b) the Commitment Parties, on the one hand, and you, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we will have no liability (whether direct or indirect) to you in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on your behalf, including your equity holders, employees or creditors, (c) the Commitment Parties, on the one hand, and you, on the other hand, are capable of evaluating and understanding, and we and you understand and accept, the terms, risks and conditions of the Transaction, (d) you have been advised that the Commitment Parties are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Commitment Parties have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (f) each Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (g) neither you nor we have any obligation with respect to the Transactions except those obligations expressly set forth herein or in any other express writing executed and delivered by such Commitment Party and you. You further acknowledge and agree that neither we nor any of our affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction and you are responsible for making your own independent judgment with respect to the transactions contemplated hereby and the process leading thereto. In addition, subject to Section 3, the Commitment Parties may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates in connection therewith information concerning you and Parent Borrower, and such affiliates shall be entitled to the benefits afforded to, and subject to the obligations of, the Commitment Parties under the Commitment Letter.

You further acknowledge that each Commitment Party and its affiliates is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, Patheon, Delta and your or their respective subsidiaries and other companies with which you, Patheon, Delta or your or their respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

9. Confidentiality.

You agree that you will not disclose, directly or indirectly, the Fee Letter and the contents thereof or, prior to your acceptance hereof, the Commitment Letter and the contents hereof, to any person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) without prior written approval of the Commitment Parties (such approval not to be unreasonably withheld, conditioned or delayed), except (a) to the Equity Investors, and to your and any of their officers, directors employees, affiliates, members, partners, stockholders, attorneys, accountants, agents, advisors controlling persons, equity holders or potential co-investors (and each of their

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attorneys) on a confidential basis and (b) pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding or as otherwise required by applicable law or compulsory legal process or as requested or required by any governmental or regulatory authority or legislative body or committee (in which case you agree, to the extent practicable and not prohibited by applicable law, to inform us promptly in advance thereof); provided, that (i) you may disclose the Commitment Letter and the contents hereof to Patheon and Delta and their respective subsidiaries and their respective officers, directors, representatives, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders (and each of their attorneys), on a confidential basis; (ii) you may disclose the Commitment Letter and its contents in any syndication or other marketing materials in connection with the Debt Facilities, the Senior Notes, the Securities or in connection with any public or regulatory filing related to the Transactions; (iii) you may disclose the Term Sheets and the contents thereof, to ratings agencies in connection with obtaining ratings for Parent Borrower and the Debt Facilities; (iv) you may disclose the aggregate fee amounts contained in the Fee Letter as part of the Projections, pro forma information or a generic disclosure of aggregate sources and uses related to the Transactions to the extent customary or required in offering or marketing materials for the Debt Facilities, the Senior Notes, the Securities or in any public or regulatory filing relating to the Transactions; (v) to the extent provisions thereof have been redacted in a customary manner, you may disclose the Fee Letter and the contents thereof to Patheon and Delta and their respective subsidiaries and their respective officers, directors, representatives, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders (and their respective attorneys) on a confidential basis; and (vi) the Commitment Letter and the Fee Letter may be shared with any prospective Additional Initial Lender. The provisions of this paragraph will expire and be of no further force and effect on the second anniversary of the date hereof.

The Commitment Parties and their affiliates will use all confidential information provided to them or such affiliates in connection with the Transactions solely for the purposes of providing the Commitment and services hereunder and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided, however, that nothing herein shall prevent any Commitment Party or its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case, each Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), to inform you to the extent reasonably practicable, in advance, to the extent not prohibited by law), (b) upon the request or demand of any regulatory authority having or asserting jurisdiction over such Commitment Party or any of its affiliates (in which case each Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), to inform you to the extent reasonably practicable, in advance, to the extent not prohibited by law), (c) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing by them to you, Patheon, Delta, Sponsor, Delta Parent or any of your or their respective affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by the Commitment Parties from a third party that is not, to the Commitment Parties’ knowledge (without any duty of inquiry), subject to contractual or fiduciary confidentiality obligations owing to you, Patheon, Delta, Sponsor, Delta Parent or any of your or their respective affiliates or related parties, (e) to the extent that such information is independently developed by the Commitment Parties without use of any confidential information, (f) to any of the other Commitment Parties and to any of the Commitment Parties’ respective affiliates and to the Commitment Parties’ and their respective affiliates’ officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents of such Commitment Party (collectively, “Representatives”) solely in connection with the Transactions (provided, that any such affiliates and Representatives are advised of their obligation to treat such information as confidential, and such Commitment Party shall be responsible for its affiliates’ and Representatives’ compliance with this paragraph), (g) to Qualified Institutions who are Lenders, prospective Lenders or participants or prospective participants and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to Parent Borrower or any of their subsidiaries, in each case, who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) for purposes of establishing a “due diligence” defense or otherwise enforcing their rights under this Commitment Letter or any related document, including without limitation any fee letter), (i) to Moody’s and S&P, in connection with obtaining ratings described above, in consultation and coordination with you or (j) to the extent you shall have consented to such disclosure in writing; provided, that the disclosure of any such information to any Qualified Institutions which are Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on the terms set forth in this paragraph, or as is otherwise reasonably acceptable to you) in accordance

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with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, including “click through” or other affirmative actions on the part of the recipient to receive such information. In the event that the Debt Facilities are funded, the Commitment Parties and their respective affiliates’ obligations under this paragraph shall be superseded by the confidentiality provisions in the Senior Secured Facilities Documentation or the Senior Unsecured Bridge Facility Documentation, as applicable. The provisions of this paragraph will expire and be of no further force and effect on the second anniversary of the date hereof.

10. Assignments; Amendments; Governing Law, Etc.

The Commitment Letter and the Commitment shall not be assignable by any party hereto (other than by us to any of our affiliates in consultation with you (it being understand that any such assignment shall be subject to the restrictions set forth in clause (b) of the first paragraph of Section 3 (above))). The Commitment Letter and the Commitment are intended to be solely for the benefit of the parties hereto (and Indemnified Persons) and do not, and are not intended to confer any benefits upon, or create any rights in favor of any person, other than the parties hereto and the Indemnified Persons, to the extent expressly set forth herein, subject to the limitations set forth in the first paragraph of Section 7 (above). The Commitment Letter may not be amended or waived except by an instrument in writing signed by all parties hereto. The Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one agreement. Facsimile transmission or electronic transmission (e.g., “.pdf” or “.tif”) of an executed signature page to the Commitment Letter shall be effective as delivery of a manually executed counterpart hereof. Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, the Commitment Letter. The Commitment Letter and the Fee Letter supersede any and all discussions, negotiations, understandings or agreements, written or oral, express or implied, between or among the parties hereto and any other person as to the subject matter hereof. THE COMMITMENT LETTER AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; provided, that notwithstanding the preceding sentence and the governing law provisions of the Commitment Letter and the Fee Letter, it is understood and agreed that (a) the interpretation of the applicable definition of Closing Date Material Adverse Effect (or equivalent term as defined in the either the Delta Contribution Agreement or Patheon Arrangement Agreement) and the determination as to whether an applicable Closing Date Material Adverse Effect has occurred, in each case, for purposes of the condition described in Exhibit D hereto relating to the occurrence of an applicable Closing Date Material Adverse Effect, (b) the interpretation of Article IX of the Delta Contribution Agreement and the interpretation of Article 6 of the Patheon Arrangement Agreement and the determination as to whether the conditions set forth in each such section have been satisfied, (c) the determination of the accuracy of any Specified Acquisition Agreement Representations and whether as a result of any inaccuracy thereof you have the right to terminate your obligations under either Acquisition Agreement and (d) the determination of whether the Acquisitions have been consummated in accordance with the terms of the applicable Acquisition Agreement and claims or disputes arising out of such determination or any aspect of such determination, in each case, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under the Fee Letter in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures, the Commitment Parties could purchase (and remit in New York City) U.S. dollars with such other currency on the business day preceding that on which final judgment is given. Your obligation in respect of any sum due hereunder or under the Fee Letter shall, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the business day following its receipt of any sum adjudged to be so due in such other currency, the Commitment Parties may, in accordance with normal banking procedures, purchase (and remit in New York City) U.S. dollars with such other currency; if the U.S. dollars so purchased and remitted are less than the sum originally due to the Commitment Parties in U.S. dollars, you agree, as a separate obligation and notwithstanding any such judgment, to indemnify the relevant payee against such loss, and if the U.S. dollars so purchased exceed the sum originally due in U.S. dollars, such excess shall be remitted to you.

Each of the parties hereto agrees that (i) the Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including the good faith negotiation of the Senior Secured Facilities Documentation and Senior Unsecured Bridge Facility Documentation in a manner consistent with the Documentation

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Principles (it being acknowledged that the Commitment provided hereunder is subject to the Initial Funding Conditions) and (ii) the Fee Letter is a binding and enforceable agreement with respect to the subject matter contained therein.

11. Jurisdiction.

You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan in the City of New York, and any appellate court from any thereof over any suit, action or proceeding arising out of or relating to the Transactions, the Commitment Letter, the Fee Letter or the performance of services hereunder or thereunder, or for recognition or enforcement of any judgment and agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum.

12. WAIVER OF JURY TRIAL.

YOU AND WE HEREBY IRREVOCABLY AGREE TO WAIVE TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS, THE COMMITMENT LETTER OR THE FEE LETTER, OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

13. PATRIOT ACT Notification.

The Commitment Parties notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), each of us and each Lender may be required to obtain, verify and record information that identifies the Loan Parties (as defined below), which information includes the name, address, tax identification number and other information regarding the Loan Parties that will allow each of us and each Lender to identify the Loan Parties in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each of us and each Lender.

14. Surviving Provisions.

Notwithstanding the termination or expiration of the Commitment Letter or the Initial Lenders’ Commitments hereunder and the Commitment Parties’ agreements to provide the services described herein, the syndication, indemnity, compensation (if applicable), reimbursement (if applicable), absence of fiduciary relationship, confidentiality, governing law, venue, waiver of jury trial and jurisdiction provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether the Facilities Documentation shall be executed and delivered; provided, that (i) your obligations under the Commitment Letter (other than your obligations with respect to (a) any assistance to be provided in connection with the Primary Syndication thereof, (b) absence of fiduciary relationship and (c) confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Senior Secured Facilities Documentation or Senior Unsecured Bridge Facility Documentation, as applicable, upon the initial funding thereunder (in each case only to the extent such obligations are included in the provisions of the Senior Secured Facilities Documentation and Senior Unsecured Bridge Facility Documentation) or (ii) if applicable, in the case of your obligations under the Commitment Letter with respect to the Senior Unsecured Bridge Facility (other than your obligations with respect to (a) any assistance to be provided in connection with the Primary Syndication thereof, (b) absence of fiduciary relationship and (c) confidentiality of the Fee Letter and the contents thereof), shall automatically terminate and be superseded by the provisions of the indenture (in each case only to the extent such obligations are included in the provisions of the indenture or other related agreement) to be executed in lieu of any funding of the Senior Unsecured Bridge Facility, and, in the case of each of clauses (i) and (ii), you shall automatically be released from all liability in connection therewith at such time. You may terminate the Commitment Letter or the Initial Lenders’ Commitments hereunder (or a portion thereof) at any time subject to the provisions of the preceding sentence and delivery by you to us of written notice of such termination.

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15. Acceptance and Termination.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of the Commitment Letter and the Fee Letter by returning to us executed counterparts of the Commitment Letter and of the Fee Letter not later than 11:59 p.m., New York City time, on November 22, 2013. This offer will automatically expire, at such time, if we have not received executed counterparts in accordance with the preceding sentence. In the event that the initial funding of the Debt Facilities does not occur on or before the Expiration Date, then the Commitment Letter and the Commitment hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension; provided, that the termination of the Commitment pursuant to this sentence shall not prejudice your or our rights and remedies in respect of any breach of the Commitment Letter. “Expiration Date” means the earliest of (a) April 30, 2014, (b)(i) in the case of the Senior Secured Facilities, the closing of the Acquisitions without the use of the Senior Secured Facilities and (ii) in the case of the Senior Unsecured Bridge Facility, the closing of the Acquisitions without the use of the Senior Unsecured Bridge Facility, (c) the valid termination of the Delta Contribution Agreement in accordance with its terms prior to the closing of the Delta Acquisition or the valid termination of the Patheon Arrangement Agreement in accordance with its terms prior to the closing of the Patheon Acquisition or (d) upon written notice of termination by you to the Commitment Parties.

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We appreciate the opportunity to provide this Commitment and look forward to working with you on successfully completing this transaction.

Sincerely,

UBS AG, STAMFORD BRANCH
By:	/s/ Kevin T. Pluff
	Name:	Kevin T. Pluff
	Title:	Leveraged Capital Markets Executive Director
By:	/s/ Warren Jervey
	Name:	Warren Jervey
	Title:	Executive Director and Counsel Region Americas Legal
UBS SECURITIES LLC
By:	/s/ Kevin T. Pluff
	Name:	Kevin T. Pluff
	Title:	Leveraged Capital Markets Executive Director
By:	/s/ Warren Jervey
	Name:	Warren Jervey
	Title:	Executive Director and Counsel Region Americas Legal

[Signature Page to Commitment Letter]

We appreciate the opportunity to provide this Commitment and look forward to working with you on successfully completing this transaction.

Sincerely,

JPMORGAN CHASE BANK, N.A.
By:	/s/ Vanessa Chiu
	Name:	Vanessa Chiu
	Title:	Executive Director
J.P. MORGAN SECURITIES LLC
By:	/s/ Andreas L. Pierroutsakos
	Name:	Andreas L. Pierroutsakos
	Title:	Executive Director

[Commitment Letter]

JEFFERIES FINANCE LLC
By:	/s/ E.J. Hess
Name:	E.J. Hess
Title:	Managing Director

[Signature Page to Commitment Letter]

KEYBANK NATIONAL ASSOCIATION
By:	/s/ Peter W. Richer
	Name:	Peter W. Richer
	Title:	Managing Director
KBCM BRIDGE LLC
By:	/s/ Amy K. Carlson
	Name:	Amy K. Carlson
	Title:	President

Signature page to Commitment Letter

MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ Pramod Raju
	Name:	Pramod Raju
	Title:	Authorized Signatory

[Signature Page to Commitment Letter]

The provisions of this Commitment Letter with respect to the Senior Secured Facilities and Senior Unsecured Bridge Facility are accepted and agreed to as of the date first written above:
JLL/DELTA PATHEON HOLDINGS, LP.
By:	/s/ Garrett Hall
Name:	Garrett Hall
Title:	Authorized Signatory

Signature page to Commitment Letter

EXHIBIT A

Project Calculus

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is a part and in Exhibits B, C and D thereto.

JLL Partners, Inc. and certain of its controlled investment affiliates (collectively, the “Sponsor”), together with Koninklijke DSM N.V. and certain of its affiliates (collectively, “Delta Parent”), and certain other investors arranged by and/or designated by the Sponsor (which may include members of Patheon’s or Delta’s management) (collectively with the Sponsor and Delta Parent, the “Equity Investors”) intend to (i) acquire, directly or indirectly, Patheon Inc. (“Patheon”) pursuant to the Patheon Arrangement Agreement (as defined below) and the partnership interests of JLL Partners Fund V (Patheon), L.P., a Cayman Islands exempted limited partnership (“Fund V”) and (ii) acquire, directly or indirectly, the entities previously identified to us by you as “Delta” (“Delta”) pursuant to the Delta Contribution Agreement (as defined below).

(a) On or prior to the Closing Date, one or more of the entities comprising Delta (or affiliates of Delta Parent), collectively, shall have acquired all of the ownership interests in the DPP Shares (as defined in the Delta Contribution Agreement).

(b) The Equity Investors will make, directly or indirectly, cash, option cancellation, the DPP Shares and rollover equity contributions, in each case, in the form of (i) common equity (including profits interests), or (ii) preferred equity on terms reasonably acceptable to the Commitment Parties (collectively, the “Equity Contribution”) to Calculus Purchaser, in an aggregate amount equal to at least 30% of the sum of (1) the aggregate principal amount of the loans borrowed on the Closing Date under the Initial Term Loan Facility (but excluding any Additional Term Loan Flex Amount), (2) the aggregate principal amount of the loans borrowed on the Closing Date under the Senior Unsecured Bridge Facility (or Senior Notes or Securities (as defined in the Fee Letter), as the case may be) and (3) the Equity Contribution (such percentage, the “Minimum Equity Percentage”).

(c) The following transactions shall be consummated: (i) pursuant to the contribution agreement (together with all exhibits, schedules and disclosure letters thereto, in each case, as amended, waived, supplemented or otherwise modified, the “Delta Contribution Agreement”) entered into with Delta Parent, Calculus Purchaser will acquire (via contribution or otherwise) Delta (the “Delta Acquisition”) and (ii) (A) pursuant to the arrangement agreement (together with all exhibits, schedules and disclosure letters thereto, in each case, as amended, waived, supplemented or otherwise modified, the “Patheon Arrangement Agreement”, and, together with the Delta Contribution Agreement, the “Acquisition Agreements”) entered into with Patheon, a new indirect wholly-owned subsidiary of Calculus Purchaser will acquire all of the outstanding equity securities of Patheon other than those held directly or indirectly by Sponsor through the consummation of the arrangement as contemplated by the Patheon Arrangement Agreement, and (B) Calculus Purchaser, through one or more wholly owned subsidiaries, will acquire all of the outstanding equity securities of Patheon held directly or indirectly by Sponsor by acquiring all of the limited partnership interests of Fund V from the limited partners thereof (clauses (A) and (B) together, the “Patheon Acquisition” and, together with the Delta Acquisition, the “Acquisitions”).

(d) Parent Borrower (as defined in Exhibit B) will obtain senior secured credit facilities (the “Initial Senior Secured Facilities”) in an aggregate amount of $1,350.0 million plus, at Calculus Purchaser’s option, any Additional Term Loan Flex Amount (as defined in Exhibit B) (or such lesser amount reasonably determined by the Equity Investors to be necessary to consummate the Acquisitions) comprised of (i) the Initial Term Loan Facility in an aggregate principal amount equal to $1,150.0 million (plus any Additional Term Loan Flex Amount) and (ii) the Initial Revolving Facility in an aggregate amount equal to a $200.0 million.

(e) Parent Borrower will either (i) issue and sell senior notes (the “Senior Notes”) in an aggregate amount of $500.0 million (or such lesser amount reasonably determined by the Equity Investors to be necessary to consummate the Acquisitions; provided that such amount shall not be reduced below $250.0 million (unless it is reduced to $0)) in a Rule 144A/Regulation S offering or other private placement (the “Senior Notes Offering”) or (ii) if and to the extent Calculus Purchaser does not issue the Senior Notes in such aggregate amount on or prior to the Closing Date, borrow $500.0 million (or such lesser amount reasonably

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determined by the Equity Investors to be necessary to consummate the Acquisitions; provided that such amount shall not be reduced below $250.0 million (unless it is reduced to $0)), less the principal amount of Senior Notes issued pursuant to the immediately preceding clause (i), in loans (the “Bridge Loans”) under a new senior unsecured bridge facility (the “Senior Unsecured Bridge Facility”; the Senior Unsecured Bridge Facility and the Initial Senior Secured Facilities being collectively referred to as the “Debt Facilities”).

(f) An indirect parent of Parent Borrower will issue to Delta Parent a PIK note in an aggregate principal amount of approximately $200.0 million, which amount may be increased or decreased in the sole discretion of the Equity Investors (the “Holdings PIK Note”).

(g) All the existing third party indebtedness for borrowed money of Patheon and its subsidiaries and Delta and its subsidiaries (other than (i) certain indebtedness that the Initial Lenders and Calculus Purchaser reasonably agree may remain outstanding after the Closing Date (it being understood that all amounts under Patheon’s amended and restated credit agreement dated as of December 14, 2012 (the “Existing Credit Agreement”) shall be terminated and repaid in full on or prior to the Closing Date), (ii) ordinary course capital leases, purchase money indebtedness, deferred purchase price obligations, equipment financings and other ordinary course working capital facilities and (iii) indebtedness permitted to be incurred prior to the Closing Date and to remain outstanding on the Closing Date under the Acquisition Agreements; provided, that notwithstanding the foregoing letters of credit may remain outstanding to the extent backstopped or cash collateralized) will be refinanced or repaid (the “Refinancing”).

(h) The proceeds of the Initial Senior Secured Facilities (to the extent borrowed on the Closing Date), the Senior Unsecured Bridge Facility (or Senior Notes or Securities, as the case may be), the Holdings PIK Note and the Equity Contribution will be applied (i) to pay the cash consideration for the Acquisitions, (ii) to pay for the Refinancing, and (iii) to pay the fees and expenses incurred in connection with the Transactions (as defined below) (such fees and expenses, the “Transaction Costs”).

The transactions described in Exhibit A are collectively referred to herein as the “Transactions”. For purposes of the Commitment Letter and the Fee Letter, “Closing Date” shall mean the date of the consummation of the Acquisitions with the proceeds of the initial funding of the Debt Facilities (and/or the Senior Notes and/or Securities, as the case may be).

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EXHIBIT B

Project Calculus

Senior Secured Facilities

Summary of Terms

This Summary of Terms outlines the terms of the Senior Secured Facilities referred to in the Commitment Letter, of which this Exhibit B is a part. Capitalized terms used but not defined herein have the meanings set forth in the Commitment Letter to which this Exhibit B is a part and in Exhibits A, C and D thereto.

1. PARTIES
Borrowers:	An indirect subsidiary of JLL/Delta Patheon Holdings, LP. formed under the laws of The Netherlands (the “Parent Borrower”). On the Closing Date, certain wholly-owned subsidiaries of the Parent Borrower organized under the laws of Canada and the United Kingdom may be designated by the Parent Borrower as borrowers under the Senior Secured Facilities Documentation; and on or after the Closing Date, and subject to terms consistent with the Senior Secured Documentation Principles, certain other wholly-owned subsidiaries of the Parent Borrower may be added as borrowers under the Senior Secured Facilities Documentation (each such subsidiary borrower, a “Subsidiary Borrower” and, collectively with the Parent Borrower, the “Borrowers”); provided that the Parent Borrower shall designate a Subsidiary Borrower organized under the laws of the United States or of any state thereof (the “U.S. Borrower”).
Guarantors:	All obligations of the Parent Borrower shall be guaranteed jointly and severally on a senior basis by (1) the U.S. Guarantors (as defined below) and (2) the Foreign Guarantors (as defined below), in each case other than Excluded Subsidiaries (as defined below). All obligations of any non-U.S. organized Subsidiary Borrower (the Parent Borrower and each such non-U.S. organized Subsidiary Borrower each, a “Foreign Borrower”) under the Senior Secured Facilities (the “Foreign Borrower Obligations”) will be unconditionally guaranteed jointly and severally on a senior basis (the “Foreign Guarantees”) by the Parent Borrower, the U.S. Guarantors and each other Subsidiary Borrower (the “Foreign Guarantors”; the Foreign Guarantors and the U.S. Guarantors, the “Guarantors”); provided, that the Guarantors shall not include (a) unrestricted subsidiaries, (b) immaterial subsidiaries (to be defined in a manner consistent with the Senior Secured Documentation Principles, including as to thresholds), (c) any subsidiary that is prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or on the date any such subsidiary is acquired or organized (so long as in respect of any such contractual prohibition such prohibition is not incurred in contemplation of such acquisition), in each case from guaranteeing the Borrower Obligations or which would require governmental (including regulatory) or applicable works council consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in adverse tax consequences to the Parent Borrower or one of its subsidiaries (as reasonably determined by the Parent Borrower in consultation with the Administrative Agent) and other subsidiaries to the extent the costs of providing a guarantee by any such subsidiary would be excessive in light of the benefit afforded to the Bank Lenders thereby as reasonably determined by the Parent Borrower in consultation with the Administrative Agent, (d) certain special purpose entities and not-for-profit subsidiaries, if any, and (e) any restricted subsidiary

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	acquired pursuant to a Permitted Acquisition (as defined below) or investment that is subject to indebtedness permitted to be assumed pursuant to the Senior Secured Facilities Documentation and any restricted subsidiary thereof that guarantees such indebtedness, in each case to the extent, and so long as, such indebtedness prohibits such subsidiary from becoming a Guarantor (any such Subsidiary described in clauses (a) through (e), the “Excluded Subsidiaries”).
	All obligations of any U.S. organized Subsidiary Borrower (each, a “U.S. Borrower”) under the Senior Secured Facilities (the “U.S. Borrower Obligations” and together with the Foreign Borrower Obligations, the “Borrower Obligations”) will be unconditionally guaranteed jointly and severally on a senior basis (the “U.S. Guarantees” and together with the Foreign Guarantees, the “Guarantees”) by (i) each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. organized restricted subsidiary of the Parent Borrower and (ii) Parent Borrower or any other subsidiary thereof only to the extent that the Parent Borrower reasonably determines (in consultation with the Administrative Agent) that the provision of such a Guarantee would not result in adverse tax consequences (the “U.S. Guarantors” and, together with the U.S. Borrowers, the “U.S. Loan Parties”; the U.S. Loan Parties, together with the Parent Borrower and the Foreign Guarantors, the “Loan Parties”); provided, that the U.S. Guarantors shall not include (i) Excluded Subsidiaries, (ii) any direct or indirect U.S. subsidiary of a direct or indirect non-U.S. subsidiary of the Parent Borrower that is a “controlled foreign corporation” within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended (a “CFC”), (iii) any direct or indirect U.S. subsidiary of the Parent Borrower substantially all the assets of which consist of equity of one or more direct or indirect non-U.S. subsidiaries that are CFCs (any such entity, a “FSHCO”) and (iv) any subsidiary to the extent that the provision of any Guarantee by such subsidiary would result in adverse tax consequences (as reasonably determined by the Parent Borrower in consultation with the Administrative Agent).
	Following the Closing Date, the Parent Borrower shall use commercially reasonable efforts to cause any restricted subsidiary of the Parent Borrower that is organized under the laws of Austria and the Cayman Islands and that are not Excluded Subsidiaries to provide a Foreign Guarantee; provided that any such Guarantee shall be limited to the extent necessary in order to comply with applicable requirements of law as reasonably determined by the Parent Borrower. For the avoidance of doubt, Parent Borrower shall not be required to cause any such subsidiary to grant a Foreign Guarantee if such grant would result in adverse tax consequences or similar costs (in each case, as determined by the Parent Borrower in its sole discretion) to the Parent Borrower or any of its subsidiaries.
Administrative Agent:	UBS AG, Stamford Branch (“UBS”) will act as the administrative agent and collateral agent for the Bank Lenders (in such capacities, the “Administrative Agent”), and will perform the duties customarily associated with such roles.
Syndication Agent:	JPMorgan Chase Bank, N.A. (“JPMCB”) will act as the syndication agent (in such capacity, the “Syndication Agent”) for the Initial Senior Secured Facilities.
Co-Documentation Agents:	Jefferies Finance LLC (“Jefferies”), KeyBank National Association (“KeyBank”) and Morgan Stanley Senior Funding, Inc. (“MSSF”) will each act as

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	a documentation agent (each, in such capacity, a “Co-Documentation Agent” and, together the “Co-Documentation Agents”; and collectively with the Administrative Agent and Syndication Agent, the “Agents”) for the Initial Senior Secured Facilities.
Issuing Lender:	UBS will act as the issuing lender or such other consenting Lender as may be appointed by the Parent Borrower (in such capacity, the “Issuing Lender”).
Lead Arrangers and Bookrunners:	UBS, J.P. Morgan, Jefferies, KeyBank and MSSF will act as the lead arrangers (each in such capacity, a “Lead Arranger” and, together the “Lead Arrangers”) and UBSS, J.P. Morgan, Jefferies, KBCM and MSSF will act as bookrunners (each in such capacity, a “Bookrunner” and, together the “Bookrunners”) together with any additional lead arranger or joint bookrunner appointed pursuant to Section 2 of the Commitment Letter, in each case for the Initial Senior Secured Facilities.
Lenders:	UBS, JPMCB, Jefferies, KeyBank and MSSF and other banks, financial institutions, institutional lenders and investors, in each case, which are Qualified Institutions (collectively, the “Bank Lenders”).
2. TYPES AND AMOUNTS OF FACILITIES
A. Initial Term Loan Facility
Type and Amount:	A term loan facility in an aggregate principal amount equal to $1,150.0 million plus, at the Parent Borrower’s election, an additional amount (such additional amount, the “Additional Term Loan Flex Amount” and, together with such facility, the “Initial Term Loan Facility”; the commitments thereunder, the “Initial Term Commitments” and the loans thereunder, the “Initial Term Loans”) sufficient to fund any original issue discount or upfront fees required to be funded in connection with the exercise of “Market Flex” provisions set forth in the Fee Letter; provided, however, that the Additional Term Loan Flex Amount shall be reduced dollar-for-dollar by the amount of any Closing Date Revolver Draw Flex Amount utilized on the Closing Date. The entire amount of the Initial Term Loan Facility shall be available to be borrowed in U.S. dollars.
Maturity and Amortization:	The Initial Term Loans will mature on the date that is seven years after the Closing Date (the “Initial Term Loan Facility Maturity Date”) and shall be repayable in equal quarterly installments following the first full fiscal quarter after the Closing Date in an aggregate annual amount equal to 1.00% of the original principal amount of the Initial Term Loan Facility, with the balance of the Initial Term Loans to be payable on the Initial Term Loan Facility Maturity Date (each such repayment, as may be reduced by reason of the application of prepayments pursuant to Section 3 of Exhibit B, an “Initial Term Loan Scheduled Repayment”). The Senior Secured Facilities Documentation shall contain “amend and extend” provisions pursuant to which individual Bank Lenders may agree to extend the maturity date of their outstanding Term Loans (including any Incremental Term Loans) upon the request of the Parent Borrower and without the consent of any other Lender on terms consistent with the Senior Secured Precedent Documentation (as defined below) (each such extended term loan facility, an “Extended Term Loan Facility” and the loans made thereunder, “Extended Term Loans”).

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Availability:	The Initial Term Loans shall be made in a single drawing on the Closing Date. Repayments and prepayments of the Initial Term Loans may not be reborrowed.
Use of Proceeds:	The proceeds of borrowings under the Initial Term Loan Facility will be used, to finance in part the Transactions (as defined in Exhibit A), for working capital needs, for general corporate purposes and for any other purpose permitted under the Senior Secured Facilities Documentation.
B. Initial Revolving Facility
Type and Amount:	A revolving loan facility (the “Initial Revolving Facility” and the commitments under the Initial Revolving Facility, the “Initial Revolving Commitments”) in an amount equal to $200.0 million (the loans thereunder, together with (unless the context otherwise requires) the Initial Swingline Loans referred to below, the “Initial Revolving Loans”; and together with the Initial Term Loans, the “Initial Senior Secured Loans”). The entire amount of the Initial Revolving Commitments shall be available to be borrowed in Canadian dollars, U.S. dollars, euro and/or British pound sterling and other currencies to be agreed by all Revolving Lenders.
Maturity and Availability:	The Initial Revolving Facility shall be available on a revolving basis during the period commencing on the Closing Date and ending on the date that is five years after the Closing Date (the “Initial Revolving Facility Termination Date”) with the Initial Revolving Commitments and the Initial Revolving Loans maturing on the Initial Revolving Facility Termination Date. The Senior Secured Facilities Documentation shall contain “amend and extend” provisions pursuant to which individual Bank Lenders may agree to extend the maturity date of their outstanding commitments in respect of each Revolving Facility (including any Incremental Revolving Facility) upon the request of the Parent Borrower and without the consent of any other Lender (other than the Issuing Lender or the Swingline Lender) on terms and conditions consistent with the Senior Secured Precedent Documentation (each such extended Revolving Facility, an “Extended Revolving Facility” and the loans made thereunder, “Extended Revolving Loans” and together with any Extended Term Loan Facility, the “Extended Senior Secured Facilities”). “Extension Series” means all Extended Term Loan Facilities and Extended Revolving Facilities that are established pursuant to the same amendment to the Senior Secured Facilities Documentation (or any subsequent amendment to the extent such amendment expressly provides that the Extended Term Loan Facility or Extended Revolving Facility, as applicable, provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees, if any, and amortization schedule.
Letters of Credit:	A portion of the Initial Revolving Facility in an amount equal to $75.0 million shall be available for the issuance of letters of credit (the “Letters of Credit”) by the Issuing Lender, which amount may be increased in connection with the incurrence of any Incremental Initial Revolving Facility (as defined below) on terms consistent with the Senior Secured Documentation Principles. Letters of Credit shall be available for issue in Canadian dollars, U.S. dollars, euro and/or British pound sterling and other currencies to be agreed. The issuance of Letters of Credit shall reduce availability under the applicable Revolving Facilities on a dollar-for-dollar basis.

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	Letters of Credit may be issued on the Closing Date to replace or provide credit support for any existing letters of credit or for any other permitted purposes.
Swingline Loans:	A portion of the Initial Revolving Facility in an amount equal to $35.0 million shall be available for swingline loans (the “Initial Swingline Loans”) from UBS (in such capacity, the “Swingline Lender”) and such other Bank Lender or Bank Lenders mutually agreed upon on same-day notice, which amount may be increased with the consent of the Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) in connection with the incurrence of any Incremental Initial Revolving Facility. Except for purposes of calculating the commitment fee described herein, any Swingline Loans will reduce availability under the Revolving Facilities on a dollar-for-dollar basis. Each Lender under any Revolving Facility shall be irrevocably and unconditionally required to purchase, under certain circumstances, a participation in each Swingline Loan on a pro rata basis. Swingline Loans shall be available in the same currencies available under the Initial Revolving Facility (subject to (i) minimum prior notice periods to be agreed with respect to non-U.S. currencies and (ii) the requirement that Swingline Loans denominated in certain non-U.S. currencies remain outstanding for at least one week).
Use of Proceeds:	The proceeds of borrowings under the Initial Revolving Facility shall be used, to finance in part the Transactions, for working capital needs (including to replace or provide credit support for any existing letters of credit), for general corporate purposes, and for any other purpose permitted under the Senior Secured Facilities Documentation; provided, that drawings on the Closing Date (exclusive of Letters of Credit usage) shall not exceed $25.0 million plus, at the Parent Borrower’s option, the amount (the “Closing Date Revolver Draw Flex Amount”) required to be funded on the Closing Date for original issue discount or upfront fees in connection with any “Market Flex” provisions set forth in the Fee Letter; provided, however, that the Closing Date Revolver Draw Flex Amount shall be reduced dollar-for-dollar by any Additional Term Loan Flex Amount utilized under the Initial Term Loan Facility.
C. Incremental Facilities:	The Parent Borrower shall have the right, after the Closing Date to, incur one or more, additional term loan facilities (each, an “Incremental Term Loan Facility”, and together with the Initial Term Loan Facility, the “Term Loan Facilities” the loans under each Incremental Term Loan Facility, “Incremental Term Loans”), additional revolving facilities (each, an “Incremental Revolving Facility”, the loans under each Incremental Revolving Facility, “Incremental Revolving Loans”), or increases in the aggregate amount of the Initial Revolving Facility (which may, with respect to any Incremental Revolving Facility or any increase to the Initial Revolving Facility, at the election of the Parent Borrower, include a proportionate increase to the Letters of Credit and, with the consent of the Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) the swingline sublimit) (each, an “Incremental Initial Revolving Facility”, the loans under each Incremental Initial Revolving Facility, “Incremental Initial Revolving Loans”; each Incremental Initial Revolving Facility, together with each Incremental Revolving Facility and each Incremental Term Loan Facility, collectively, the “Incremental Facilities”), in each case sharing in the Collateral (as defined below) on a pari passu or junior basis, in an aggregate amount of up to (a) $275.0 million, plus (b) all voluntary prepayments (resulting in a permanent reduction in the Loans) and commitment

B-5

reductions of the Senior Secured Facilities prior to such time, plus (c) unlimited additional amounts so long as on a Pro Forma Basis (to be defined in a manner consistent with the Senior Secured Precedent Documentation; provided, that, for the avoidance of doubt, there shall be no limit on add-backs for cost savings and synergies related to or in connection with the Acquisitions) immediately after giving effect to the incurrence of any such Incremental Facility (assuming the full amount of such Incremental Facility is drawn and that any such Indebtedness incurred pursuant to such Incremental Facility is secured on a pari passu basis with the Initial Revolving Facility and the Initial Term Loan Facility) the First Lien Leverage Ratio (to be defined in a manner consistent with the Senior Secured Documentation Principles; provided that (A) all indebtedness incurred in lieu of Incremental Facilities shall also be included in such calculation for this purpose, whether or not it would otherwise be included and (B) the proceeds of the Incremental Facility being incurred shall not be netted against indebtedness for purposes of the calculation relating to such incurrence) does not exceed 4.00 to 1.00. Such Incremental Facilities shall be available on terms and conditions consistent with the Senior Secured Documentation Principles and, with respect to any such Incremental Facility incurred prior to the date that is the 18 month anniversary of the Closing Date, shall include a 50 basis point “most favored nation” clause calculated in a manner that is consistent with the Senior Secured Precedent Documentation. The commitments in respect of any Incremental Facilities may be denominated in the same currencies available under the Initial Revolving Facility and/or other currencies as agreed among the Parent Borrower, the Administrative Agent and the lenders providing such Incremental Facilities.

D. Replacement Financing

Parent Borrower shall have the right to refinance Term Loans (as defined below) or Revolving Facilities (as defined below) from time to time, in whole or in part, with a replacement financing (“Replacement Financing”), which for the avoidance of doubt may be in the form of a new senior secured revolving credit facility, one or more series of senior secured loans or notes (each of which may be secured by the Collateral on a pari passu or junior basis with the Initial Senior Secured Facilities), or with one or more series of unsecured loans or notes; provided, that (a) the aggregate principal amount of such Replacement Financing shall not exceed the aggregate principal amount of such refinanced facilities, plus accrued interest, expenses, fees and premiums, plus amounts permitted to be incurred as Incremental Facilities (and for the avoidance of doubt any amount issued pursuant to the immediately preceding clause shall reduce availability under the Incremental Facilities on a dollar-for-dollar basis) or otherwise permitted under the Senior Secured Facilities Documentation, (b) any Replacement Financing (i) that is secured does not mature prior to, or have a weighted average life to maturity shorter than, the loans or notes being refinanced and (ii) that is unsecured does not mature prior to the date that is the 91st day following the maturity date of the loans or notes being refinanced and the terms of such Indebtedness do not provide for any mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is the 91st day following the maturity date of the loans or notes being refinanced, (c) to the extent such Replacement Financing is secured by the Collateral and was not effected pursuant to a Refinancing Amendment (as defined below), the parties to such Replacement Financing (or their authorized agent) and the Administrative Agent enter into a customary intercreditor agreement reasonably acceptable to the Administrative Agent and Parent Borrower, (d) any Replacement Financing is not secured

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	by any assets not securing, and not guaranteed by any entity not guaranteeing, the other Senior Secured Facilities and (e) the proceeds thereof shall be applied substantially simultaneously with the incurrence thereof to permanently repay the loans or notes being refinanced. It is understood and agreed that any Replacement Financing that is secured by the Collateral on a pari passu basis with the Initial Senior Secured Facilities may be incurred under the Senior Secured Facilities pursuant to one or more amendments to the Senior Secured Facilities Documentation executed by Parent Borrower, the Administrative Agent and the lenders providing such Replacement Financing (each such amendment, a “Refinancing Amendment” and any Replacement Refinancing incurred pursuant to thereto, a “Replacement Facility”). Any Replacement Financing that is secured by the Collateral on a pari passu basis with the Senior Secured Facilities, but is not incurred under a Replacement Facility, is referred to herein as “Permitted Senior Secured Refinancing Debt.”
	“Class”, when used in reference to any loan or borrowing under the Senior Secured Facilities, refers to whether such loan, or the loans comprising such borrowing are, Initial Revolving Loans (of the same Extension Series), Incremental Revolving Loans (of the same Extension Series), Extended Revolving Loans (of the same Extension Series), Initial Term Loans (of the same Extension Series), Incremental Term Loans (of the same Extension Series), Extended Term Loans (of the same Extension Series), loans made under any Replacement Facility (of the same Extension Series) or Swingline Loans (of the same Extension Series) and when used in reference to any Lender, refers to whether such Lender has a loan or commitment with respect to the applicable Class.
	“Initial Senior Secured Facilities” means the Initial Revolving Facility and the Initial Term Loan Facility.
	“Loans” means Term Loans and Revolving Loans.
	“Revolving Facilities” means the Initial Revolving Facility, any Incremental Revolving Facility, any Extended Revolving Facility and any revolving facility entered into as a Replacement Facility.
	“Revolving Loans” means the loans incurred under the Revolving Facilities. A Lender holding a commitment under any of the Revolving Facilities is hereby referred to as a “Revolving Lender”.
	“Senior Secured Facilities” means the Revolving Facilities and the Term Loan Facilities.
	“Term Loan Facilities” means the Initial Term Loan Facility, any Incremental Term Loan Facility, any Extended Term Loan Facility and any term loans incurred under any Replacement Facility.
	“Term Loans” means the Initial Term Loans, any Incremental Term Loans, any Extended Term Loans and any term loans incurred under any Replacement Facility.
3. CERTAIN PAYMENT PROVISIONS
Fees and Interest Rates:	As set forth on Annex I to this Exhibit B.

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Optional Prepayments and
Commitment Reductions:	Loans may be prepaid and commitments with respect to any Revolving Facility may be reduced, in whole or in part, without premium or penalty, in minimum amounts consistent with the Senior Secured Precedent Documentation, at the option of the Parent Borrower, at any time upon one day’s (or, in the case of a prepayment of Eurodollar Loans (as defined in Annex I to Exhibit B), three days’) prior notice, subject to reimbursement of Bank Lenders’ breakage costs actually incurred in the case of a prepayment of Eurodollar Loans prior to the last day of the relevant interest period. Optional prepayments of the Term Loans of one or more Classes shall be applied as directed by Parent Borrower (and absent such direction, in direct order of maturity). Parent Borrower may rescind any notice of any optional prepayment or commitment reduction prior to the date of such prepayment or reduction.
	Any voluntary prepayment or refinancing of the Initial Term Loans, or any amendment, in each case that constitutes a Repricing Transaction (as defined below) and that occurs prior to the six-month anniversary of the Closing Date, shall be subject to a prepayment premium of 1% of the principal amount of the Initial Term Loans so prepaid, refinanced or amended.
	“Repricing Transaction” means the prepayment or refinancing of any of the Initial Term Loans with the incurrence by any Loan Party of any long-term secured indebtedness that is (x) syndicated bank debt and (y) incurred for the primary purpose (as reasonably determined by the Parent Borrower and evidenced by a certificate of a Responsible Officer of the Parent Borrower) of lowering the weighted average yield (with the comparative determinations to be made by the Administrative Agent giving effect to (i) applicable margin, (ii) libor floors and (iii) other than with respect to the Initial Term Loans, upfront fees or “original issue discount” paid with respect to such indebtedness, but in all cases, excluding arrangement, structuring, syndication or other fees paid in connection therewith and without taking into account any fluctuations in the Eurodollar Rate), including as may be effected through any amendment to the Senior Secured Facilities Documentation that reduces the applicable margin and/or libor floor the result of which reduces the “weighted average yield of the Initial Term Loans.
Mandatory Prepayments:	Mandatory prepayments of Loans shall be required from:
	(a) If the Parent Borrower’s First Lien Leverage Ratio (calculated on a Pro Forma Basis) is greater than 3.50 to 1.00 or Total Leverage Ratio (as defined below) (calculated on a Pro Forma Basis) is greater than 5.25 to 1.00, 100% of the net cash proceeds from any non-ordinary course asset sale (which will be defined to exclude, among other things, the amount of any cash tax distribution the Parent Borrower or any restricted subsidiary has made or is required to make as a result of any such sale, the net cash proceeds resulting from any sale-leaseback of any property acquired after the Closing Date (“After-Acquired Sale-Leaseback Proceeds”), and the insurance and condemnation proceeds received by the Loan Parties in excess of an amount equal to $25.0 million in any fiscal year (with any unused amounts in any fiscal years being carried over to any future fiscal years; provided, that such amount shall not be greater than $50.0 million in any fiscal year); and subject to the right of the Parent Borrower to reinvest 100% of such proceeds, subject only to (i) no event of default existing at the time of receipt of such net cash proceeds, and no Specified Event of Default (as defined below) existing at the time of reinvestment (unless, in the case

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of such Specified Event of Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no such Specified Event of Default existed) and (ii) such proceeds being reinvested (or committed to be reinvested) within 365 days (such 365th day, the “Reinvestment Date”)) of receipt of such net cash proceeds and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days after such Reinvestment Date;

(b) 100% of the net cash proceeds from issuances of funded indebtedness received by the Loan Parties (other than indebtedness permitted by the Senior Secured Facilities Documentation (except Replacement Financing)); and

(c) beginning with the first full fiscal year following the Closing Date, 50% (with a step-down to 25% when the First Lien Leverage Ratio is equal to or less than 3.50 to 1.00 and a step down to 0% when the First Lien Leverage Ratio is equal to or less than 3.00 to 1.00) of annual Excess Cash Flow (to be defined in a manner consistent with the Senior Secured Documentation Principles) of the Loan Parties; provided, that any voluntary repayments of Loans (including Revolving Loans to the extent the commitments thereunder have been permanently reduced and to the extent not funded with the proceeds from the incurrence of long-term indebtedness) during the applicable fiscal year or during the period after such fiscal year but before the payment is due (so long as such payments are not deducted in the following fiscal year), shall, without duplication, be credited against Excess Cash Flow payment obligations on a dollar-for-dollar basis.

The Senior Secured Facilities Documentation shall permit the proceeds received by any Loan Party from the mandatory events described in clauses (a) and (c) (above) to be applied to Additional First Lien Debt that may be outstanding from time to time on a pro rata basis relative to the Term Loans.

All mandatory prepayments shall be applied, without premium or penalty, subject to reimbursement of Bank Lenders’ breakage costs actually incurred in the case of a prepayment of Eurodollar Loans prior to the last day of the relevant interest period, first, to scheduled installments of the Term Loans in direct order of maturity, next, to Revolving Loans (without reducing the Revolving Commitments), last, to cash collateralize Letters of Credit.

Notwithstanding the foregoing, each Lender of Term Loans shall have the right to reject its pro rata portion of any mandatory prepayments described above (“Declined Amounts”), in which case such Declined Amounts may be retained by the Parent Borrower and shall increase the Available Amount Basket as described below.

“Total Leverage Ratio” means the ratio of (i) Total Funded Debt (to be defined in a manner consistent with the Senior Secured Documentation Principles) minus unrestricted cash and cash equivalents held by the Parent Borrower and its restricted subsidiaries (including, for the avoidance of doubt, any cash and cash equivalents held by the Parent Borrower and its restricted subsidiary that are restricted in favor of the Administrative Agent or any other applicable collateral agent in respect of Borrower Obligations) to (ii) EBITDA.

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4. GUARANTEES AND SECURITY
Guarantees:	Subject to exclusions and limitations consistent with the Senior Secured Documentation Principles and subject to the Certain Funds Provisions, the obligations of each Borrower in respect of the Senior Secured Facilities and at the option of the Parent Borrower, under any treasury management, interest rate protections or other hedging arrangements that were secured under the Existing Credit Agreement or are entered into with a Lender or an Agent or any affiliate of a Lender or an Agent or a person who becomes a Lender or an Agent (the “Ancillary Arrangements”) shall be unconditionally guaranteed jointly and severally on a senior secured basis by the Guarantors. For the avoidance of doubt, the Guarantees shall rank pari passu with any guarantees of the Loan Parties in respect of (a) any term loans or revolving loans not incurred under the Senior Secured Facilities Documentation, (b) any Permitted Senior Secured Refinancing Debt and (c) any Permitted Incremental Indebtedness (as defined below), in each case that is secured by the Collateral on a pari passu basis with the Senior Secured Facilities (collectively, “Additional First Lien Debt”).
	Subject to exclusions and limitations consistent with the Senior Secured Documentation Principles and subject to the Certain Funds Provisions, the obligations in respect of the Senior Secured Facilities of each Foreign Borrower will be unconditionally guaranteed by the Foreign Guarantors.
Security:	Subject to customary exclusions and limitations (including the exclusions set forth below) and subject to the Certain Funds Provisions, the Foreign Borrower Obligations, the Foreign Guarantees and at the option of the Parent Borrower, the Ancillary Arrangements shall be secured by (a) (i) a pledge of the equity securities of each Subsidiary Borrower and each direct, restricted wholly-owned subsidiary of each Loan Party (in each case, other than Excluded Subsidiaries) and (ii) a pledge of equity securities of any other subsidiary of the Parent Borrower to the extent that the Parent Borrower reasonably determines (in consultation with the Administrative Agent) that such pledge would not result in adverse tax consequences and (b) a security interest in and mortgages on (with all required mortgages being permitted to be delivered post-closing) substantially all of the tangible and intangible personal property and material fee-owned real property of each Loan Party (the items described in clauses (a) and (b) (above), but excluding the Excluded Assets (as defined below), collectively the “Foreign Collateral”); provided, however, that no security documents governed by the laws of any jurisdiction other than the United States, the United Kingdom, Puerto Rico, Canada, The Netherlands, Austria, the Cayman Islands or any other jurisdiction in which a Borrower is organized shall be required; and provided further that security documents governed by the laws of any jurisdiction other than Canada, the United Kingdom, Puerto Rico, The Netherlands, Austria, the Cayman Islands or any State of the United States shall be permitted to be executed and delivered following the Closing Date on terms to be mutually agreed; provided still further that the Parent Borrower shall only be required to use commercially reasonable efforts to cause any Foreign Guarantor of the Parent Borrower that is organized under the laws of Austria or the Cayman Islands to enter into security documents governed by the laws of Austria or the Cayman Islands and such entry into security documents shall be limited to the extent necessary to comply with applicable requirements of law as reasonably determined by the Parent Borrower (it being understood and agreed that Parent Borrower shall not be required to cause any such Foreign Guarantor to enter into such security documents if such security documents would result in adverse tax consequences or similar costs to the Parent Borrower or any of its subsidiaries (in each

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case, as determined by the Parent Borrower in its sole discretion)). The Senior Secured Facilities shall include customary “CAM” provisions to be agreed.

Subject to customary exclusions and limitations (including the exclusions set forth below) and subject to the Certain Funds Provisions, the U.S. Borrower Obligations, the U.S. Guarantees and at the option of the Parent Borrower, the Ancillary Arrangements shall be secured by (a) a pledge of equity securities of each direct, restricted wholly-owned subsidiary of the U.S. Loan Parties (other than Excluded Subsidiaries) and (b) a security interest in and mortgages on (with all required mortgages being permitted to be delivered post-closing), substantially all of the tangible and intangible personal property and material fee-owned real property of the U.S. Loan Parties (the items described in clauses (a) and (b) (above), but excluding the Excluded Assets (as defined below), collectively the “U.S. Collateral” and together with the Foreign Collateral, the “Collateral”). For the avoidance of doubt, such security interest shall rank pari passu with any security interest in the U.S. Collateral securing any Additional First Lien Debt; provided, that, in each case, any such Additional First Lien Debt shall be subject to the terms of a customary intercreditor agreement (to be defined in a manner consistent with the Senior Secured Documentation Principles).

Notwithstanding anything to the contrary herein (a) the Collateral shall exclude (i) any fee owned real property with a purchase price (in the case of after-acquired real property) or a Fair Market Value (in the case of real property owned on the Closing Date) of less than $15 million, (ii) motor vehicles and other assets subject to certificates of title statutes, (iii) lease-hold interests, letters of credit and letters of credit rights not constituting supporting obligations, in each case other than to the extent such interests, rights or obligations can be perfected by the filing of a UCC-1 financing statement or other comparable foreign filing, and commercial tort claims (other than those (1) where no additional action is required by any Loan Party to grant or perfect a security interest in such commercial tort claim or (2) those in excess of an amount to be determined), (iv) those pledges and assets over which the granting or perfecting of security interests in such assets would be prohibited by contract, applicable law (or if applicable law creates a material risk of tax or other liability as reasonably determined by the Parent Borrower) or regulation, (v) equity interests in any person other than restricted subsidiaries, (vi) any lease, license or other agreement or any property subject to a purchase money security interest or similar agreements and to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money agreement or create a right of termination in favor of any other party thereto (other than a Loan Party) after giving effect to the applicable anti-assignment provisions of the UCC or PPSA or other applicable statute or regulation, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or PPSA or other applicable statute or regulation notwithstanding such prohibition, (vii) any “intent-to-use” trademark applications, (viii) those assets that the cost or burden of obtaining or perfecting a security interest therein are excessive in relation to the value of the security to be afforded thereby as reasonably determined by the Parent Borrower and the Administrative Agent, (ix) solely in the case of the U.S. Collateral with respect to obligations of a U.S. Borrower in its capacity as a Borrower, voting capital stock of any subsidiaries of a U.S. Borrower that are CFCs or FSHCOs, in each case in excess of 65% of the voting capital stock of such subsidiaries (it being understood this exclusion does not

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	apply to non-voting capital stock) or any other equity securities of any other subsidiary of the Parent Borrower to the extent that the Parent Borrower reasonably determines (in consultation with the Administrative Agent) that such pledge would result in adverse tax consequences, (x) margin stock, (xi) the Acquisition Agreements and any rights therein or arising thereunder and (xii) other exceptions to be mutually agreed upon (the foregoing described in clauses (i) through (xii) are, collectively, the “Excluded Assets”), (b) the Loan Parties shall not be required to enter into or to obtain any landlord, bailee or warehouseman waivers, consents or other letters, (c) no security documents governed by the laws of any jurisdiction other than the United States, Canada, Puerto Rico, the United Kingdom, The Netherlands or any other jurisdiction in which a Borrower is organized shall be required, provided that security documents governed by the laws of any jurisdiction other than Canada, the United Kingdom, Puerto Rico, The Netherlands or any State of the United States shall be permitted to be executed and delivered following the Closing Date on terms to be mutually agreed, (d) control agreements shall not be required with respect to any deposit accounts, securities accounts or commodities accounts and (e) the Senior Secured Facilities Documentation shall contain exceptions to the perfection requirements relating to (i) notes and chattel paper with values not exceeding an amount to be mutually agreed upon and (ii) assets specifically requiring perfection through control (other than equity interests in restricted subsidiaries).
5. CERTAIN CONDITIONS
Initial Conditions:	The availability of the Initial Senior Secured Facilities on the Closing Date shall be subject only to the conditions set forth in Exhibit D, attached hereto.
On-Going Conditions:	After the Closing Date, the making of each Loan and the issuance of each new Letter of Credit shall be conditioned upon (a) delivery of a customary borrowing notice or Letter of Credit request, as applicable, (b) the accuracy in all material respects (and in all respects if qualified by materiality) of all representations and warranties in the Senior Secured Facilities Documentation (although any representations and warranties which expressly relate to a given date or period shall only be required to be accurate in all material respects as of the respective date or for the respective period, as the case may be) and (c) there being no default or event of default in existence at the time of, or after giving effect to making of, each Loan or the issuance of each new Letter of Credit; provided, that to the extent that such borrowing is under an Incremental Facility and the proceeds are used to finance a Permitted Acquisition (as defined below) or investment (in each case, and costs reasonably related thereto), (i) the reference in clause (b) shall be to the Specified Representations (it being understood and agreed that, to the extent any of the Specified Representations are qualified or subject to Material Adverse Effect (to be defined in a manner consistent with the Senior Secured Precedent Documentation), for purposes of the making of such Specified Representations as of the closing date of such Permitted Acquisition or investment, the definition of “material adverse effect” shall be qualified by the same exceptions and qualifications that apply to the definition of “closing date material adverse effect” (or equivalent term defined in the acquisition or merger agreement in connection with such Permitted Acquisition or investment)) and (ii) the reference in clause (c) to default or event of default shall be no “payment” event of default or bankruptcy or other insolvency event of default under the Senior Secured Facilities Documentation (any such event of default, a “Specified Event of Default”).

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6. DOCUMENTATION
Senior Secured Facilities Documentation:	The definitive documentation for the Senior Secured Facilities (the “Senior Secured Facilities Documentation”) shall initially be drafted by your counsel and shall contain terms and definitions consistent with those set forth in this Exhibit B and, to the extent not specified in this Exhibit B, shall be based on the definitive executed credit agreement, dated as of December 14, 2012, among Patheon Inc. and the lenders and agents party thereto (and related security, collateral and guarantee agreements executed and/or delivered in connection therewith, in each case, as in effect at the time) (the provisions of such facilities as amended, restated, supplemented or otherwise modified prior to the date hereof, being referred to collectively, as the “Senior Secured Precedent Documentation”) and shall reflect the operational and strategic requirements of Parent Borrower and its subsidiaries (after giving effect to the Transactions) in light of its capitalization, size, business, industry and practices and the Parent Borrower’s proposed business plan, giving effect to the agency requirements of the Administrative Agent; or otherwise if mutually agreed upon. The Senior Secured Facilities Documentation shall contain only those payments, on-going conditions, mandatory prepayments, representations and warranties, affirmative, negative and financial covenants and events of default, subject to the “market flex” provisions in the Fee Letter (if applicable), expressly set forth in Exhibit B, in each case, applicable to Parent Borrower and its restricted subsidiaries and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Senior Secured Precedent Documentation. This paragraph and the provisions herein are collectively referred to as the “Senior Secured Documentation Principles”.
Representations and Warranties:	Consistent with the Senior Secured Precedent Documentation and limited to the following (to be applicable to Parent Borrower and its restricted subsidiaries only): organizational status and qualification; authorization and enforceability; no conflict with applicable law, contractual obligations, organizational documents; government approvals; litigation; use of proceeds, margin regulations; accuracy of financial statements; solvency of the Parent Borrower and its restricted subsidiaries taken on a consolidated basis as of the Closing Date; absence of Material Adverse Effect since the Closing Date; payment of taxes; ownership of property; environmental matters; compliance with ERISA; intellectual property; Investment Company Act; security interests (subject to permitted liens); accuracy of disclosure; subsidiaries; OFAC and Patriot Act; and FCPA.
Affirmative Covenants:	Consistent with the Senior Secured Documentation Principles and limited to the following (to be applicable to Parent Borrower and its restricted subsidiaries only): delivery of quarterly financial statements (for the first three quarters of each fiscal year) and annual financial statements (with extended time periods to be mutually agreed upon for delivery of the first three quarterly financial statements and first annual financial statements to be delivered after the Closing Date) and, in connection with the annual financial statements, an annual audit opinion from nationally recognized auditors that is not subject to a going concern or scope qualification; annual budget (to be delivered at the time of audit); quarterly lender conference calls; quarterly management’s discussion and analysis (to the extent the Parent Borrower is not a public reporting company); officers’ certificates, covenant compliance certificates (if applicable) and other information reasonably requested from time-to-time by the Administrative Agent on its own behalf or on behalf of

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	any Lender (provided, that Parent Borrower shall not be required to provide any information that (i) is subject to attorney-client privilege, (ii) is subject to a binding confidentiality agreement, or (iii) relates to any incomplete governmental investigation; notices of defaults and certain litigation, ERISA and environmental matters; books, records and inspections (subject to frequency and cost limitations and providing for inspection rights during an event of default); insurance; payment of taxes and government obligations; preservation of existence; maintenance of property; compliance with laws (including ERISA); compliance with environmental laws; certain subsidiaries to join in guaranty; additional security, real estate matters, further assurances; use of proceeds; ratings; change in business; transactions with affiliates; and designation of subsidiaries.
Negative Covenants:	Consistent with the Senior Secured Documentation Principles and limited to the following restrictions (which restrictions shall be applicable only to the Parent Borrower and its restricted subsidiaries):
	(a)	the incurrence of Indebtedness (to be defined in a manner consistent with the Senior Secured Precedent Documentation), which shall permit, among other things (i) the incurrence and/or existence of Indebtedness under the Senior Secured Facilities (including the Incremental Facilities), (ii) certain Indebtedness (including facilities, lines and letters of credit, capital leases or other Indebtedness) existing on the Closing Date (including any permitted refinancing of such Indebtedness), (iii) capital leases and purchase money Indebtedness not to exceed the greater of (x) 3.00% of consolidated total assets and (y) a fixed amount set at not less than 3.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing Date, determined at the date such Indebtedness is incurred based on the most recent financials previously required to be delivered, (iv) Indebtedness in respect of sale leaseback transactions, (v) Indebtedness of restricted subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such persons taking together in an aggregate principal amount not to exceed the greater of (x) 3.00% of consolidated total assets and (y) a fixed amount set at not less than 3.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing Date, determined at the date such Indebtedness is incurred based on the most recent financials previously required to be delivered, (vi) first lien secured, junior secured or unsecured notes or junior secured loans to be issued in lieu of any Incremental Facilities (provided, that the aggregate amount of Indebtedness permitted under the Incremental Facilities shall so be reduced on a dollar-for-dollar basis) (any such notes that are secured by the Collateral on a pari passu basis with the Senior Secured Facilities, “Permitted First Lien Notes”; any such junior secured notes or loans, “Second Lien Senior Secured Indebtedness”) to the extent that, at such time and on a Pro Forma Basis (to be defined in a manner consistent with the Senior Secured Precedent Documentation), Parent Borrower is able to incur Indebtedness under the Incremental Facilities and any such secured notes or loans shall be subject to a customary intercreditor agreement); provided, that (A) immediately after giving effect thereto, no event of default exists (provided, that if the proceeds of such Indebtedness are used to finance (or assumed as a result of) a Permitted Acquisition or investment, it shall only be required that no Specified Event of Default shall exist immediately after giving effect thereto); (B) the maturity of any such Indebtedness shall not be earlier than the maturity date for the Initial Term Loan Facility (or if such Indebtedness

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is unsecured, shall not have a maturity date earlier than the 91^st day following the final maturity date of the Initial Term Loan Facility) (C) the weighted average life to maturity of any such Indebtedness shall not be shorter than that of the Initial Term Loan Facility and (D) such Indebtedness is not guaranteed by any entity not guaranteeing the other Senior Secured Facilities, (vii) Permitted Refinancing Indebtedness (to be defined in a manner consistent with the Senior Secured Precedent Documentation), (viii) Replacement Financing, (ix) Indebtedness incurred or assumed in connection with any Permitted Acquisition or investment (provided, that incurred Indebtedness of restricted subsidiaries that are not Loan Parties included in this basket shall be subject to a cap to be agreed) so long as, (A) immediately after giving effect thereto, no event of default exists (provided, that if the proceeds of such Indebtedness are used to finance (or assumed as a result of) a Permitted Acquisition or investment, it shall only be required that no Specified Event of Default shall exist immediately after giving effect thereto), (B) with respect to Indebtedness incurred in connection therewith, (1) at the time of incurrence of any such Indebtedness, (X) the aggregate amount of all such Indebtedness incurred in connection with Permitted Acquisitions of investments since the Closing Date does not exceed the greater of (x) 4.00% of consolidated total assets and (y) a fixed amount set at not less than 4.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing Date, or (Y) the Cash Interest Coverage Ratio (to be defined in a manner consistent with the Senior Secured Documentation Principles) of the Parent Borrower and its restricted subsidiaries on a Pro Forma Basis shall be at least 2.00 to 1.00 or greater than the actual Cash Interest Coverage Ratio immediately prior to such Permitted Acquisition or investment, (2) any such Indebtedness that is secured does not mature prior to, or have a weighted average life to maturity shorter than, the Initial Term Loans, and (3) any such Indebtedness that is unsecured does not mature prior to the date that is the 91^st day following the Initial Term Loan Facility Maturity Date and the terms of such Indebtedness do not provide for any mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is the 91^st day following the Initial Term Loan Facility Maturity Date and (D) with respect to assumed Indebtedness, such Indebtedness is only the obligation of the person and/or such person’s subsidiaries that are acquired and such Indebtedness was not incurred in anticipation of such Permitted Acquisition or investment); (x) a general Indebtedness basket, which may be secured to the extent permitted by exceptions to the lien covenant, in an aggregate principal amount not to exceed the greater of (A) 3.00% of consolidated total assets and (B) a fixed amount set at not less than 3.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing Date, determined at the date such Indebtedness is incurred based on the most recent financials previously required to be delivered; (xi) a basket for working capital facilities in jurisdictions in which a Subsidiary Borrower is not organized in amounts to be agreed, (xii) Indebtedness of Parent Borrower and any restricted subsidiary so long as the Cash Interest Coverage Ratio of Parent Borrower and its restricted subsidiaries on a Pro Forma Basis exceeds 2.00 to 1.00 (provided, that Indebtedness of non-Loan Parties included in this basket shall be subject to a cap to be agreed); provided, further, that (A) immediately after giving effect thereto, no event of default exists (provided, that if the proceeds of such Indebtedness are used to finance (or assumed as a

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	result of) a Permitted Acquisition or investment, it shall only be required that no Specified Event of Default shall exist immediately after giving effect thereto), (B) any such Indebtedness that is secured does not mature prior to, or have a weighted average life to maturity shorter than, the Initial Term Loans, and (C) any such Indebtedness that is unsecured does not mature prior to the date that is the 91st day following the Initial Term Loan Facility Maturity Date and the terms of such Indebtedness do not provide for any mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is the 91st day following the Initial Term Loan Facility Maturity Date and (xiii) contribution indebtedness;
(b)	liens, which shall permit, among other things, Standard Permitted Liens (to be defined in a manner consistent with the Senior Secured Precedent Documentation); liens securing the Incremental Facilities or secured notes or loans in lieu of such incremental facilities (which secured notes and loans shall be subject to a customary intercreditor agreement); liens securing capital leases and purchase money Indebtedness; liens securing Indebtedness of restricted subsidiaries that are not Loan Parties on assets of restricted subsidiaries that are not Loan Parties; liens securing Indebtedness assumed or incurred in connection with a Permitted Acquisition or investment (and costs reasonably related thereto) (so long as such liens, in the case of assumed Indebtedness, extend to the same assets that such liens extended to, and secure the same Indebtedness that such liens secured) provided, that in the case of incurred Indebtedness, such Indebtedness is subject to a customary intercreditor agreement and on a Pro Forma Basis, either (x) in the case of pari passu liens, the First Lien Leverage Ratio shall not exceed 4.00 to 1.00, or (y) in the case of pari passu liens, the First Lien Leverage Ratio shall be equal to or less than the First Lien Leverage Ratio immediately prior to the incurrence of such liens and any other transactions occurring in connection therewith or (z) in the case of non-pari passu liens, the Secured Leverage Ratio (to be defined in a manner consistent with the Senior Secured Documentation Principles) shall not exceed 5.00 to 1.00; other pari passu liens subject to a First Lien Leverage Ratio of 4.00 to 1.00, subject to a customary intercreditor agreement; other non-pari passu liens subject to a Secured Leverage Ratio (to be defined in a manner consistent with the Senior Secured Documentation Principles) of 5.00 to 1.00, subject to a customary intercreditor agreement; and a general lien basket securing any Indebtedness or other obligation in an aggregate principal amount not to exceed the greater of (x) 3.00% of consolidated total assets and (y) a fixed amount set at not less than 3.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing Date, determined at the date such lien is incurred, based on the most recent financials previously required to be delivered;
(c)	fundamental changes;
(d)	non-ordinary course asset sales, which shall permit, among other things, sales of (i) non-core assets, (ii) sale-leasebacks and (iii) assets sales on an unlimited basis for Fair Market Value (defined in a manner consistent with the Senior Secured Precedent Documentation) so long as (A) at the time of the execution of the definitive agreement relating to such asset sale, no event of default exists, and at the time of the

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	consummation of such asset sale, no Specified Event of Default exists and (B) if the Parent Borrower’s First Lien Leverage Ratio (calculated on a Pro Forma Basis) is greater than 3.50 to 1.00 or the Total Leverage Ratio (calculated on a Pro Forma Basis) is greater than 5.25 to 1.00, at least 75% of the consideration for such asset sales in excess of an amount to be agreed on an annual basis shall consist of cash or cash equivalents (subject to exceptions to be set forth in the Senior Secured Facilities Documentation to be agreed, including a basket in an amount to be agreed for non-cash consideration that may be designated as cash consideration);
(e)	investments, which shall permit, among other things, (i) intercompany investments, reorganizations and other activities related to tax planning and reorganization, so long as, after giving effect thereto, the security interest of the Bank Lenders in the Collateral, taken as a whole, is not materially impaired; (ii) Permitted Acquisitions; (iii) investments in restricted subsidiaries of the Parent Borrower which are not Loan Parties (A) in an unlimited amount, if (I) the applicable percentage of the equity interests of such subsidiaries or (II) an intercompany note evidencing any intercompany debt obligations owed to any Loan Party, in each case, have been pledged to the Administrative Agent to the extent required by the terms of the Senior Secured Facilities Documentation or (B) in an aggregate amount not to exceed the greater of (x) 3.00% of consolidated total assets and (y) a fixed amount set at not less than 3.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing Date, determined at the date such investment is made, based on the most recent financials previously required to be delivered plus an amount equal to any returns of capital or sale proceeds actually received in cash in respect of investments in non-U.S. Loan Parties; (iv) an unlimited investment basket for so long as (x) the Cash Interest Coverage Ratio of the Parent Borrower and its Restricted Subsidiaries on a Pro Forma Basis shall either (X) exceed 2.00 to 1.00 or (Y) shall be greater than the Cash Interest Coverage Ratio immediately prior to such investment and any other transactions in connection therewith; and (v) a general investment basket in an aggregate amount not to exceed the greater of (x) 3.00% of consolidated total assets and (y) a fixed amount set at not less than 3.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing Date, determined at the date such investment is made, based on the most recent financials previously required to be delivered);
(f)	dividends or distributions on, or redemptions of, Parent Borrower’s equity, which shall permit, among other things, (i) the payment of deferred transaction fees with respect to the Acquisitions to the Equity Investors, Equity Investor management fees not to exceed the amounts payable pursuant to the management fee agreement in effect on the Closing Date and subject to the absence of a Specified Event of Default and out-of-pocket costs, customary tax distributions in amounts sufficient to permit its direct or indirect parent to pay its tax liability in respect of the taxable income of the Parent Borrower, and so long as no event of default exists or would result therefrom; (ii) a basket of 6.00% per annum of the net cash proceeds of any sale of the equity interests of the Parent Borrower in a public offering; (iii) a general basket in an aggregate amount not to exceed the greater of (x) 3.00% of consolidated total assets and (y) a fixed amount set at not less than 3.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing

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	Date, so long as no event of default exists or would result directly therefrom; and (iv) additional dividends or distributions on, or redemptions of, the Parent Borrower’s equity if the Total Leverage Ratio (calculated on a Pro Forma Basis) of the Parent Borrower is not greater than a level to be set at 0.75x less than the Total Leverage Ratio (calculated on a Pro Forma Basis) as of the Closing Date, so long as no event of default exists or would result therefrom;
(g)	prepayments, repurchases or redemption of Subordinated Indebtedness (as defined below), provided, that so long as no event of default exists or would result directly therefrom, (i) prepayments, repurchases or redemption of Subordinated Indebtedness shall be permitted in an aggregate amount not to exceed (1) the greater of (x) 3.00% of consolidated total assets and (y) a fixed amount set at not less than 3.00% of pro forma consolidated total assets of the Parent Borrower as of the Closing Date and (ii) additional prepayments, repurchases or redemption of Subordinated Indebtedness shall be permitted if the Total Leverage Ratio (calculated on a Pro Forma Basis) of the Parent Borrower is not greater than a level to be set at 0.75x less than the Total Leverage Ratio (calculated on a Pro Forma Basis) as of the Closing Date (such additional prepayments, repurchases or redemptions, together with any dividends, distributions or redemptions pursuant to subclause (iv) of clause (f) above, the “Leverage-Based RP Basket”);
(h)	negative pledges;
(i)	amendments to Subordinated Indebtedness to the extent the terms of such amendment would not have been permitted under the Senior Secured Facilities Documentation at the time such Subordinated Indebtedness was initially incurred; and
(j)	changes in fiscal year.
For purposes of determining compliance with any of the negative covenants at any time, in the event that, any lien, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), investment, disposition, dividend or distribution, or prepayments repurchase or redemption of Subordinated Indebtedness meets the criteria of one or more than one of the categories of transactions permitted pursuant to any exception to such covenant, such transaction (or any portion thereof) at any time shall be permitted to be reclassified under one or more of such exceptions as determined by Parent Borrower in its sole discretion at any time, but in the case of the recharacterization of Indebtedness, subject to customary limitations with respect to Indebtedness incurred in respect of the Initial Senior Secured Facilities.
The negative covenants relating to: Indebtedness, liens, investments, dividends or distributions, prepayments, repurchases or redemption of Subordinated Indebtedness, shall be subject to increases through the available amount basket (the “Available Amount Basket”) that will be a growing basket consisting of (a) $50.0 million, plus (b) an amount (which shall not be negative) equal to the greater of (x) 50% of the Consolidated Net Income (to be defined in a manner consistent with the Documentation Principles) of the Parent Borrower and its subsidiaries for the period from the first day of the fiscal quarter of Parent Borrower during which the Closing Date occurred to and including the last day of the most recently ended fiscal quarter

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and (y) the cumulative amount of Excess Cash Flow (commencing with the first full fiscal quarter following the Closing Date) not required to prepay the Loans (which for the avoidance of doubt shall include Declined Amounts of Excess Cash Flow), plus (c) the net cash proceeds of equity issuances and capital contributions (other than disqualified equity, contribution indebtedness equity and equity from the proceeds of a Specified Equity Contribution (as defined below)) received by Parent Borrower after the Closing Date, plus (d) the net cash proceeds of Indebtedness and disqualified equity of Parent Borrower, in each case, issued after the Closing Date, which have been exchanged or converted into qualified equity of Parent Borrower or the direct or indirect parent of Parent Borrower (other than Specified Equity Contributions), plus (e) the net cash proceeds of sales of investments made under the Available Amount Basket, plus (f) returns, profits, distributions and similar amounts received in cash of cash equivalents on investments made under the Available Amount Basket, plus (g) the investments of Parent Borrower and its restricted subsidiaries in any unrestricted subsidiary that has been redesignated as a restricted subsidiary or that has been merged or consolidated into Parent Borrower or any of its restricted subsidiaries or the Fair Market Value of the assets of any unrestricted subsidiary that have been transferred to Parent Borrower or any of its restricted subsidiaries, plus (h) any Declined Amounts, plus (i) proceeds from asset sales to the extent not otherwise subject to the asset sale mandatory prepayment requirements of the Senior Secured Documentation at the time such proceeds are received (other than After-Acquired Sale-Leaseback Proceeds) minus any amounts of the Available Amount Basket previously utilized. The Available Amount Basket may be used for, among other things, investments, dividends or distributions, and prepayments, repurchases or redemption of Subordinated Indebtedness; provided, that (i) in the case of, dividends or distributions and prepayments, repurchases or redemption of Subordinated Indebtedness, other than with respect to amounts paid with proceeds pursuant to the foregoing clauses (c) and (d), (x) no event of default under the Senior Secured Facilities Documentation shall exist or result directly therefrom and (y) on a Pro Forma Basis after giving effect to any such use of the Available Amount Basket, Parent Borrower shall be in compliance with the First Lien Leverage Covenant, if Parent Borrower exceeds the Maintenance Covenant Level (as defined below) and (ii) in the case of investments, no Specified Event of Default under the Senior Secured Facilities Documentation shall exist or result therefrom.

“Permitted Acquisition” means any acquisition of property and assets or businesses of any person or of assets constituting a business unit, a division or line of business of a person, or equity interests in a person that, upon the consummation thereof, will be a restricted subsidiary of the Parent Borrower or will be owned by the Parent Borrower or any restricted subsidiary of the Parent Borrower (including, in each case, as a result of merger or consolidation); provided, that (a) (i) immediately prior to signing of the applicable purchase or acquisition agreement, and immediately after giving effect to such signing, no event of default shall exist and (ii) immediately prior to the consummation of such purchase or acquisition, no Specified Event of Default shall exist; (b) immediately after giving effect to the applicable purchase or acquisition, the Parent Borrower shall be in compliance with the ‘change in business’ affirmative covenant; and (c) to the extent required by the affirmative covenants in respect of after acquired Collateral, (i) the property, assets and businesses acquired in such purchase or acquisition shall become Collateral and (ii) any such newly created or acquired restricted subsidiary that is required to become a Guarantor shall become a

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	Guarantor; provided, that if any security interest in any Collateral (including the creation or perfection of any security interest) is not or cannot reasonably be created and/or perfected on the closing date of such Permitted Acquisition after Parent Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, then the creation and/or perfection of any such Collateral shall not constitute a requirement to close such Permitted Acquisition, but instead shall be created and/or perfected within 90 days after the closing date of such Permitted Acquisition or such later date as the Administrative Agent may reasonably agree, pursuant to reasonably satisfactory arrangements to be mutually agreed upon.
	“Subordinated Indebtedness” means Indebtedness that is subordinated in right of payment in writing to the prior payment in full of all obligations under the Senior Secured Facilities Documentation.
Financial Covenant:	Shall be limited to the following:
	(a) Initial Term Loan Facility: None.
	(b) Initial Revolving Facility: A maximum first lien leverage ratio (the “First Lien Leverage Covenant”), defined as the ratio of (i) Total Funded Debt that is secured by a first priority lien on the Collateral minus unrestricted cash and cash equivalents held by the Parent Borrower and its restricted subsidiaries (including, for the avoidance of doubt, any cash and cash equivalents held by the Parent Borrower and its restricted subsidiary that are restricted in favor of the Administrative Agent or any other applicable collateral agent in respect of Borrower Obligations) to (ii) EBITDA (the “First Lien Leverage Ratio”), at levels to be set forth in the Senior Secured Facilities Documentation; provided, that the First Lien Leverage Covenant shall reflect at least a 35.0% cushion to the financial model dated November 2, 2013 (the “Financial Model”), which cushion shall be calculated in a manner substantially consistent with the Senior Secured Precedent Documentation, and in any event shall step-down no further than a level of 4.50 to 1.00.
	The First Lien Leverage Covenant will be tested at the end of each full fiscal quarter of Parent Borrower ended after the Closing Date. Notwithstanding the foregoing, the First Lien Leverage Covenant shall only be tested if the Parent Borrower has exceeded the Maintenance Covenant Level (as defined below).
	“Maintenance Covenant Level” means at any time when Revolving Loans (excluding, for the avoidance of doubt, not more than $50 million outstanding undrawn Letters of Credit and reimbursement obligations) exceed 25.0% of the Revolving Commitments; provided, that for purposes of determining outstanding Revolving Loans, any repayments of Revolving Loans prior to the day that is the 11th business day after the day on which financial statements are required to be delivered for such fiscal quarter shall be deemed to have been made on the date of testing of the Maintenance Covenant Level, but only if made with such cash that is available on the balance sheet of the Parent Borrower as of the last day of such fiscal quarter after giving effect to any investments, restricted payments or debt pay downs, in each case calculated as of such last day of such fiscal quarter.
	For purposes of determining compliance with the First Lien Leverage Covenant, except as otherwise specified herein (a) all calculations shall be on a

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Pro Forma Basis (provided, that at the option of the Parent Borrower, an adjustment to EBITDA shall not be required to be determined for any Pro Forma Entity (to be defined in a manner consistent with the Senior Secured Precedent Documentation) or converted restricted subsidiary to the extent the aggregate amount of the consideration paid in connection with all such Permitted Acquisitions and investments or the Fair Market Value of all such converted restricted subsidiaries, in each case, is less than $5.0 million in any fiscal year) and (b) any cash equity contribution (which equity shall be common equity, “qualified” preferred equity or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent) made to the Parent Borrower (X) after the beginning of the relevant fiscal quarter and prior to the day that is the 11th business day after the day on which financial statements are required to be delivered for such fiscal quarter or (Y) at such other time, to the extent that such contribution, at such other time, had the effect of increasing the Available Amount Basket pursuant to clause (c) of the definition thereof and that such contribution had not been utilized in accordance with the terms of the Senior Secured Facilities Documentation prior to such time will, at the request of the Parent Borrower, be included in the calculation of EBITDA solely for the purposes of determining compliance with the First Lien Leverage Covenant at the end of such fiscal quarter, and applicable subsequent periods which includes such fiscal quarter (any such equity contribution so included in the calculation of EBITDA, a “Specified Equity Contribution”); provided, that such Specified Equity Contributions shall be subject to limitations consistent with the Senior Secured Documentation Principles; provided, further, that any Specified Equity Contribution using cash equity proceeds pursuant to clause (Y) above shall reduce the Available Amount Basket in the amount so deemed applied in accordance with the terms hereof.

Events of Default:

Consistent with the Senior Secured Documentation Principles and limited to, the occurrence and continuation of, each of the following: nonpayment of principal when due; nonpayment of interest, fees or other amounts when due after a grace period of five business days; material inaccuracy of a representation or warranty when made or deemed made; in respect of the Initial Revolving Facility only, violation of the First Lien Leverage Covenant (to the extent applicable) (subject to a Specified Equity Contribution) (provided, that a breach shall result in an event of default with respect to the Initial Term Loan Facility when the Bank Lenders holding the Initial Revolving Commitments have terminated all of the Initial Revolving Commitments and accelerated the then-outstanding Initial Revolving Loans); violation of a negative covenant; violation of an affirmative covenant (subject, in the case of all affirmative covenants, other than notice of default and preservation of existence of the Parent Borrower, to a grace period of thirty days); cross-default and cross-acceleration to funded Indebtedness having an outstanding principal amount exceeding $50.0 million; bankruptcy or other insolvency events of the Borrowers or any material restricted subsidiary (with a grace period for involuntary events consistent with the Senior Secured Documentation Principles); certain ERISA events, which would reasonably be expected to have a Material Adverse Effect; judgments having a liability (not satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of ninety consecutive days) exceeding $50.0 million; invalidity of any Guarantee of a material restricted subsidiary, or a material security agreement; and a Change of Control (as defined below). For the avoidance of doubt, (i) any going concern qualification in connection with the maturity of the Loans, termination of the Revolving Commitments or maturity of any other Indebtedness or any projected financial covenant default shall not be a

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	default or event of default, (ii) any default or event of default which may occur as a result of the failure to timely meet any delivery requirements under the Senior Secured Facilities Documentation shall cease to exist upon any delivery otherwise in compliance with such requirement and (iii) the failure of any representation or warranty (other than the Specified Representations and the Specified Acquisition Agreement Representations) to be true and correct on the Closing Date will not constitute a default or an event of default under the Initial Senior Secured Facilities.
	“Change of Control” means the occurrence of any of the following events: (a) (i) at any time prior to the consummation of a qualifying initial public offering, the Permitted Holders (as defined below) ceasing to beneficially own, in the aggregate, directly or indirectly, at least 50.1% of the total voting power of the voting stock of any direct or indirect parent entity of the Parent Borrower or the Parent Borrower, and (ii) at any time upon or after the consummation of a qualifying initial public offering, the acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than (x) the management and directors of the Parent Borrower and its restricted subsidiaries and (y) the Equity Investors (other than its operating portfolio company) (collectively, including their affiliates, the “Permitted Holders”), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of more than 35.0% of the total voting power of the voting stock of any direct or indirect parent entity of the Parent Borrower or the Parent Borrower and the Permitted Holders shall own less than such amount, or (b) a “change of control” occurs under the Senior Notes or the Senior Unsecured Bridge Facility.
Unrestricted Subsidiaries:	The Parent Borrower may designate any subsidiary of the Parent Borrower (including any newly acquired or newly formed subsidiary of the Parent Borrower) other than any Borrower to be an unrestricted subsidiary unless such subsidiary or any of its subsidiaries owns any capital stock or indebtedness of, or owns or holds any lien on any property of, the Parent Borrower or any other restricted subsidiary of the Parent Borrower that is not a subsidiary of the subsidiary to be so designated; provided, that immediately after such designation, no Event of Default shall exist and (A) such designation was made at or prior to the Closing Date, (B) the subsidiary to be so designated has total consolidated assets of $1.0 million or less, or (C) if such subsidiary has consolidated assets greater than $1.0 million then such designation would be permitted under the investment covenant. The Parent Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation (x) the Cash Interest Coverage Ratio of the Parent Borrower and its Restricted Subsidiaries on a Pro Forma Basis shall either (X) exceed 2.00 to 1.00 or (Y) shall be greater than the Cash Interest Coverage Ratio immediately prior to such designation and any other transactions in connection therewith or (y) such subsidiary shall be a special purpose subsidiary with no indebtedness outstanding other than indebtedness that can be incurred (and upon such designation shall be deemed to be incurred and outstanding) pursuant to the indebtedness covenant and (z) immediately after such designation, no Event of Default shall exist. Any such designation by the Parent

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	Borrower shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the Parent Borrower’s board of directors (or other applicable governing entity) giving effect to such designation and a certificate of an Authorized Officer (to be defined in a manner consistent with the Senior Secured Documentation Principles) certifying that such designation complied with the foregoing provisions.
Defaulting Lenders:	The Senior Secured Facilities Documentation shall contain provisions relating to “defaulting” Bank Lenders (including, provisions relating to the suspension of voting rights, reallocation of Revolving Commitments to “non-defaulting” Bank Lenders (but in no event beyond the Revolving Commitment of any such Bank Lender), rights to receive certain fees and assignment of Revolving Commitments of such Bank Lenders) consistent with the Senior Secured Precedent Documentation.
Cost and Yield Protection:	The Senior Secured Facilities Documentation shall contain customary tax gross-up, cost and yield protection provisions substantially consistent with those set forth in the Senior Secured Precedent Documentation; provided that shall only be payable by the Parent Borrower to the extent such costs would have been included if they would have been otherwise imposed under the applicable increased cost provisions and only to the extent the applicable lender is imposing such charges on other similarly situated borrowers under comparable syndicated credit facilities.
Voting:	The Senior Secured Facilities Documentation shall contain provisions for amendments and waivers with respect to the Senior Secured Facilities Documentation consistent with the Senior Secured Precedent Documentation. Subject to the following sentence, the Senior Secured Facilities Documentation may be amended in order to modify any provision relating to pro rata sharing of payments among the Bank Lenders with the consent of the applicable required Bank Lenders (or, in the case of pro rata sharing of payments, among the Revolving Lenders, with the consent of each Revolving Lender directly and adversely effected thereby). The Senior Secured Facilities Documentation may also be amended with the consent of Parent Borrower and the Administrative Agent (without the need to obtain the consent of the required Bank Lenders) (i) in order to effect such changes as may be necessary or appropriate in connection with the establishment of any Incremental Facilities, Extended Facilities or Refinancing Facilities and (ii) to cure any ambiguity, omission, mistake, defect or inconsistency so long as, in each case, (A) the Administrative Agent reasonably believes such amendment is required to give effect to the purpose, terms, and conditions of the Senior Secured Facilities Documentation or (B) the Bank Lenders shall have received at least five business days’ prior written notice thereof and the Administrative Agent shall not have received, within five business days of the date of such notice to the Bank Lenders, a written notice from the required Bank Lenders stating that the required Bank Lenders object to such amendment.
	Notwithstanding the foregoing, (i) to the extent an amendment, waiver or other modification of the Senior Secured Facilities Documentation requires the vote of each lender directly and adversely affected thereby, such amendment, waiver or other modification shall not also require the consent of the required Bank Lenders and (ii) amendments, waivers or other modifications of the First Lien Leverage Ratio Covenant (and any component definitions as they relate thereto) including for purposes of testing pro forma

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	compliance therewith, shall only require the approval of Revolving Lenders holding more than 50.0% of the aggregate amount of the Initial Revolving Commitments.
Non-Consenting Lenders:	The Senior Secured Facilities Documentation shall contain provisions permitting the Parent Borrower to replace or, if no Specified Event of Default exists, prepay the Loans and terminate the commitments of non-consenting Bank Lenders in connection with amendments, waivers or other modification requiring the consent of all Bank Lenders or of all Bank Lenders directly and adversely affected thereby; in each case so long as Bank Lenders holding more than 50.0% of the aggregate amount of the Loans and Revolving Commitments under the Senior Secured Facilities, or the applicable Class shall have consented thereto.
Assignments and Participations:	The Senior Secured Facilities Documentation shall contain provisions for assignments and participations consistent with the Senior Secured Precedent Documentation, which for the avoidance of doubt shall permit assignments to (a) the Equity Investors and their affiliates (other than the Parent Borrower and its subsidiaries) and (b) the Parent Borrower; in each case, subject to certain limitations consistent with the Senior Secured Precedent Documentation; provided, that no consent of the Parent Borrower shall be required if a Specified Event of Default (but with respect to any insolvency event of default, only with respect to Parent Borrower) exists. Assignments and participations to any Disqualified Institution and natural persons shall be prohibited under the Senior Secured Facilities Documentation; provided, that, in the case of participations, to the extent the Disqualified Lender list is made available to all Lenders or the existence of the list is publicized to all Lenders, Lenders are permitted to confirm with the Administrative Agent (and the Administrative Agent is permitted to confirm to Lenders without responsibility or liability) whether a potential participant is on the list. With respect to repurchases of Loans, such repurchases shall be permitted so long as at the time of any such repurchase, no Specified Event of Default shall exist. The Senior Secured Facilities Documentation will not require the Parent Borrower or an Affiliated Lender (defined in a manner consistent with the Senior Secured Precedent Documentation), as applicable, to make a “no MNPI” representation in connection with Parent Borrower repurchases or Affiliated Lender assignments and will require that parties thereto waive any potential claims arising from the Parent Borrower or the applicable Affiliated Lender being in possession of undisclosed information that may be material to a Lender’s decision to participate in such repurchase or assignment.
Expenses and Indemnification:	Consistent with the Senior Secured Precedent Documentation.
Governing Law and Forum:	New York.
Counsel to the Administrative Agent and the Lead Arrangers:	Paul Hastings LLP

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ANNEX I TO EXHIBIT B

INTEREST AND CERTAIN FEES

Interest Rate Options:	Parent Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to (a) the ABR plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable Margin; provided, that all Swingline Loans shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.
	As used herein:
	“ABR” means the highest of (i) the rate of interest publicly quoted from time to time by The Wall Street Journal as the “base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks”, (ii) the federal funds effective rate from time to time plus 0.50% and (iii) the Eurodollar Rate applicable for an interest period of one month plus 1.00%; provided, however, that notwithstanding the rate calculated in accordance with the foregoing, at no time shall the ABR for Initial Term Loans be deemed to be less than 2.00% per annum.
	“ABR Loans” means Loans bearing interest based upon the ABR.
	“Applicable Margin” means, with respect to the Initial Term Loans and the Initial Revolving Loans (including Initial Swingline Loans) 3.25% per annum in the case of ABR Loans, and 4.25% per annum in the case of Eurodollar Rate Loans.
	“Eurodollar Rate” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to one, two, three, six, or, to the extent consented to by all relevant affected Bank Lenders, nine or twelve months (as selected by Parent Borrower) appearing on LIBOR01 Page published by Reuters; provided, however, that notwithstanding the rate calculated in accordance with the foregoing, at no time shall the Eurodollar Rate for Initial Term Loans be deemed to be less than 1.00% per annum.
	“Eurodollar Loans” means Loans bearing interest based upon the Eurodollar Rate.
Interest Payment Dates:	In the case of ABR Loans, quarterly in arrears.
	In the case of Eurodollar Loans, on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.
Commitment Fees:	Parent Borrower shall pay a commitment fee calculated at a rate per annum equal to 0.50% or, if the First Lien Leverage Ratio is less than 3.00 to 1.00, 0.375% per annum on the average daily unused portion of the Initial Revolving Facility (reduced by the amount of Letters of Credit issued and outstanding), payable on the last business day of each of January, April, July and October, commencing with the second such date to occur after the Closing Date and on the Initial Revolving Facility Termination Date. Swingline Loans shall, for purposes of the commitment fee calculations, not be deemed to be a utilization of the Revolving Facilities.

B-I-1

Letter of Credit Fees:	Parent Borrower shall pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the applicable Revolving Facility on the face amount of each such Letter of Credit. Such fee shall be shared ratably among Bank Lenders participating in each applicable Revolving Facility and shall be payable quarterly in arrears and upon termination of the applicable Letter of Credit.
	A fronting fee in an amount to be mutually agreed upon (but in any event not to exceed 0.125% per annum) on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.
Default Rate:	At any time when a “payment” event of default under the Senior Secured Facilities Documentation exists, such overdue amounts shall bear interest at 2.00% per annum above the rate otherwise applicable thereto (or, in the event there is no applicable rate, 2.00% per annum in excess of the rate otherwise applicable to Initial Revolving Loans maintained as ABR Loans from time to time).
Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans, the interest rate payable on which is then based on the prime rate) for actual days elapsed.

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EXHIBIT C

Project Calculus

Senior Unsecured Bridge Facility

Summary of Terms

This Summary of Terms outlines the terms of the Senior Unsecured Bridge Facility referred to in the Commitment Letter, of which this Exhibit C is a part. Capitalized terms used but not defined herein have the meanings set forth in the Commitment Letter to which this Exhibit C is a part and in Exhibits A, B and D thereto.

1. PARTIES
Borrower:	Parent Borrower under the Initial Senior Secured Facilities (the “Parent Borrower”).
Guarantors:	All obligations of the Parent Borrower under the Senior Unsecured Bridge Facility will be jointly and severally guaranteed by each Guarantor under the Initial Senior Secured Facilities.
Administrative Agent:	JPMCB will act as the administrative agent for the Bridge Lenders (in such capacity, the “Bridge Administrative Agent”), and will perform the duties customarily associated with such role.
Lead Arrangers and Bookrunners:	J.P. Morgan, UBS, Jefferies, KeyBank and MSSF will act as lead arrangers (each in such capacity, a “Lead Arranger” and, together, the “Lead Arrangers”), and J.P. Morgan, UBSS, Jefferies, KBCM and MSSF will act as joint bookrunners (each in such capacity, a “Bookrunner” and, together the “Bookrunners”) together with any additional lead arranger or joint bookrunner appointed pursuant to Section 2 of the Commitment Letter, in each case for the Senior Unsecured Bridge Facility.
Lenders:	JPMCB, UBS, Jefferies, KeyBank and MSSF and other banks, financial institutions and other institutional lenders and investors, in each case, which are Qualified Institutions (collectively, the “Bridge Lenders”, together with the Bank Lenders, the “Lenders”).
2. TYPES AND AMOUNTS OF FACILITIES
Senior Unsecured Bridge Facility:	A senior unsecured increasing rate bridge facility (the “Senior Unsecured Bridge Facility”) in an aggregate principal amount of $500.0 million minus the aggregate principal amount of Senior Notes and/or Securities issued by the Parent Borrower on or prior to the Closing Date in accordance with the terms set forth in the Fee Letter (the loans thereunder, “Bridge Loans”).
Maturity:	All Bridge Loans will have an initial maturity date that is the one-year anniversary of the Closing Date (the “Maturity Date”), which shall be extended as provided below. If any of the Bridge Loans have not been previously repaid in full on or prior to the Maturity Date, such Bridge Loans will be automatically converted into a senior unsecured term loan (each, an “Extended Bridge Loan”) due on the date that is the eight year anniversary of the Closing Date (the “Extended Maturity Date”). The date on which Bridge Loans are converted into Extended Bridge Loans is referred to as the “Conversion Date”. At any time and from time to time on or after the Conversion Date, at the option of the applicable Lender(s), the Extended Bridge Loans may be exchanged in whole or in part for senior unsecured exchange notes (each, an “Exchange Note”) having an equal principal amount and having the terms set forth in Annex II to Exhibit C; provided, that the Parent Borrower

C-1

	may defer each issuance of Exchange Notes until such time as the Parent Borrower shall have received requests to issue an aggregate of at least $125.0 million in principal amount of Exchange Notes.
Use of Proceeds:	The proceeds of the borrowings under the Senior Unsecured Bridge Facility (together with any proceeds from the issuance of any Senior Notes and/or Securities, if applicable) will be used, to finance in part the Transactions, for working capital needs, for general corporate purposes, and for any other purpose permitted under the Senior Unsecured Bridge Facility Documentation.
CERTAIN PAYMENT PROVISIONS
Interest Rates:	Interest on the Bridge Loans for the first 3-month period commencing on the Closing Date shall be payable at the Eurodollar Rate for Initial Term Loans (as defined in Annex I to Exhibit B, but in any event shall be deemed to be no less than 1% per annum) for U.S. dollars (for interest periods of one or three months (as selected by the Parent Borrower)) plus 725 basis points per annum (the “Initial Margin”). Thereafter, subject to the Total Cap (as defined below), interest shall be payable at the Eurodollar Rate for the interest period selected by the Parent Borrower plus the Bridge Applicable Margin (as defined below) and shall increase by 50 basis points at the beginning of each 3-month period, subsequent to the initial 3-month period, for so long as the Bridge Loans are outstanding (except on the Conversion Date) (the Initial Margin plus each 50 basis point increase described above, the “Bridge Applicable Margin”).
	Upon the occurrence of a Demand Failure Event (as defined in the Fee Letter), the outstanding Bridge Loans shall automatically and immediately begin to accrue interest at the Total Cap.
	Notwithstanding anything to the contrary set forth herein, at no time, other than as provided under the heading “Default Rate” below, shall the per annum yield on the Bridge Loans exceed the amount specified in the Fee Letter in respect of the Senior Unsecured Bridge Facility as the “Total Cap”.
Interest Payments:	Interest on the Bridge Loans will be payable on the last day of each relevant interest period.
Default Rate:	At any time when a “payment” event of default under the Senior Unsecured Bridge Facility Documentation exists, such overdue amounts shall bear interest at 2.00% per annum above the rate otherwise applicable thereto.
Mandatory Prepayments:	The Parent Borrower will be required to prepay the Bridge Loans on a pro rata basis with 100% of the net cash proceeds from (i) the issuance of the Senior Notes and/or Securities; provided, that in the event any Bridge Lender or its affiliate of a Bridge Lender purchases debt securities from the Parent Borrower pursuant to a permitted securities demand at an issue price above the price at which such Bridge Lender or affiliate has reasonably determined such debt securities can be resold by such Bridge Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Parent Borrower thereof), the net cash proceeds received by the Parent Borrower in respect of such debt securities may, at the option of such Bridge Lender or affiliate, be applied first to prepay the Bridge Loans of such Bridge Lender or affiliate (provided, that if there is more than one such Bridge Lender or affiliate then such net cash proceeds will be applied pro

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	rata to prepay the Bridge Loans of all such Bridge Lenders or affiliates in proportion to such Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Parent Borrower) prior to being applied to prepay the Bridge Loans held by other Bridge Lenders; (ii) the issuance of any Refinancing Debt (to be defined) of the Senior Unsecured Bridge Facility by the Parent Borrower or any of its restricted subsidiaries; and (iii) any non-ordinary course asset sale or insurance or condemnation proceeds received by the Loan Parties, subject to the repayment in full of the Senior Secured Credit Facilities; in the case of any such prepayments pursuant to the foregoing clauses (i), (ii) and (iii) with exceptions, thresholds, levels and baskets substantially consistent with the Bridge Precedent Documentation, after giving effect to the Senior Unsecured Bridge Documentation Principles.
	The Parent Borrower will also be required to offer to prepay the Bridge Loans following the occurrence of a Change of Control (to be defined in a manner substantially consistent with the Senior Secured Facilities Documentation; provided that the reference in clause (b) shall be to the “Senior Secured Facilities” and not the “Senior Notes or the Senior Unsecured Bridge Facility”) at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of repayment, subject to the Bridge Precedent Documentation, after giving effect to the Senior Unsecured Bridge Documentation Principles.
Optional Prepayments:	Bridge Loans may be prepaid, in whole or in part, without premium or penalty, at the option of the Parent Borrower at any time upon three days’ prior notice, subject to reimbursement of Bridge Lenders’ breakage costs actually incurred in the case of a prepayment of Eurodollar Loans prior to the last day of the relevant interest period. Notwithstanding the foregoing, in the event of a Demand Failure Event, except as otherwise limited by the provisions set forth in the section of the Fee Letter entitled “Securities Demand”, the Bridge Loans shall be subject to the “Optional Redemption” provisions applicable to the Exchange Notes. Parent Borrower may rescind any notice of any optional prepayment prior to the date of such prepayment.
4. GUARANTEES, RANKING AND SECURITY
Guarantees:	The Guarantors shall jointly and severally guarantee all obligations of the Parent Borrower under the Senior Unsecured Bridge Facility on a senior basis (such guarantees, the “Bridge Guarantees”). The Bridge Guarantees will automatically be released upon the release of the corresponding guarantees of the Initial Senior Secured Facilities, other than any such release upon repayment or refinancing in full of the Initial Senior Secured Facilities. The Bridge Guarantees will rank equal in right with the guarantees of the Term Loan Facilities.
Ranking:	The Bridge Loans will rank equal in right of payment with the Initial Senior Secured Facilities and other senior indebtedness of the Parent Borrower (including, for the avoidance of doubt, the Extended Bridge Loans and the Exchange Notes).
Security:	None.

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5. CERTAIN CONDITIONS
Initial Conditions:	The availability of the Senior Unsecured Bridge Facility on the Closing Date shall be subject only to the conditions set forth in Exhibit D, attached hereto.
On-going Conditions:	None.
6. DOCUMENTATION
Senior Unsecured Bridge Facility Documentation:	The definitive documentation for the Senior Unsecured Bridge Facility (the “Senior Unsecured Bridge Facility Documentation”; together with the Senior Secured Facilities Documentation, the “Facilities Documentation”), shall initially be drafted by your counsel and shall contain terms and definitions consistent with those set forth in Exhibit C and, to the extent not specified in Exhibit C, shall be substantially consistent with that certain Indenture, dated as of May 29, 2013 (as amended, supplemented or otherwise modified through the date hereof, the “Bridge Precedent Documentation”; together with the Existing Credit Agreement and the Senior Secured Precedent Documentation, the “Precedent Documentation”) among Builders FirstSource, Inc., as the issuer, and Wilmington Trust, National Association, as trustee (and the related guarantee agreements, purchase agreements and/or underwriting agreements executed and/or delivered in connection therewith; provided, that the provisions of the Bridge Precedent Documentation related to security and the 103% call provisions shall not be applicable and collateral-related provisions customary for secured bonds will be modified to reflect the unsecured nature of the bonds in a manner to be agreed) and shall reflect the operational and strategic requirements of Parent Borrower and its subsidiaries (after giving effect to the Transactions) in light of its capitalization, size, business, industry and practices and the Parent Borrower’s proposed business plan, giving effect to the agency requirements of the Administrative Agent, or otherwise if mutually agreed upon. The Senior Unsecured Bridge Facility Documentation shall contain only those payments, mandatory prepayments, representations, warranties, affirmative and negative covenants and events of default expressly set forth in Exhibit C, and with standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods consistent with the Bridge Precedent Documentation. This paragraph and the provisions herein are collectively referred to as the “Senior Unsecured Bridge Documentation Principles” (together with the Senior Secured Documentation Principles, the “Documentation Principles”).
Representations and Warranties:	The Senior Unsecured Bridge Facility Documentation will contain representations and warranties that are consistent with the Senior Secured Facilities Documentation, but in any event are no less favorable to the Parent Borrower and its subsidiaries than those in the Initial Senior Secured Facilities, including as to exceptions and qualifications and excluding, for the avoidance of doubt, any representations and warranties relating to the Collateral or any matter relating to the granting or the perfection of any security interest.
Covenants:	The Senior Unsecured Bridge Facility Documentation will contain such affirmative and negative covenants with respect to the Parent Borrower and its restricted subsidiaries that are consistent with the Senior Unsecured Bridge Documentation Principles and shall provide for the Leverage Based RP Basket (as defined in Exhibit B); it being understood and agreed that the covenants of the Bridge Loans (and the Extended Bridge Loans and the Exchange Notes) will be incurrence-based covenants (including those relating

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	to restricted payments) customarily found in high yield indentures of comparable issuers (and consistent with the Bridge Precedent Documentation after giving effect to the Senior Unsecured Bridge Documentation Principles) and in any event will be no less favorable to the Parent Borrower than those contained in the Senior Secured Facilities Documentation and, for the avoidance of doubt, shall not include any covenants relating to the Collateral or any matter relating to the granting or the perfection of any security interest. Prior to the Maturity Date, the debt and lien incurrence and the restricted payment covenants of the Bridge Loans will be more restrictive than those of the Extended Bridge Loans and the Exchange Notes, as reasonably agreed by the Lead Arrangers and the Parent Borrower, and in any event will be no less favorable to the Parent Borrower than those contained in the Senior Secured Facilities Documentation.
Financial Covenants:	None.
Events of Default:	Consistent with the Senior Secured Facilities Documentation (and in no event more restrictive than those in the Senior Secured Facilities Documentation); provided, that the Senior Unsecured Bridge Facility Documentation shall not include any events of default relating to the Collateral, any matter relating to the granting or the perfection of any security interest or any breach of the financial covenant; provided, further, that there shall be a cross acceleration and cross payment default at stated final maturity to funded indebtedness having an outstanding principal amount exceeding $75.0 million.
Cost and Yield Protection:	The Senior Unsecured Bridge Facilities Documentation will include customary tax gross-up, cost and yield protection provisions substantially consistent with those set forth in the Senior Secured Facilities Documentation.
Assignments and Participations:	Bridge Lenders will have the right to assign Bridge Loans after the Closing Date without the consent of the Parent Borrower; provided, that prior to the date that is the one year anniversary of the Closing Date, and so long as a Demand Failure Event has not occurred and a Specified Event of Default shall not exist, the consent of the Parent Borrower shall be required with respect to any assignment (such consent not to be unreasonably withheld or delayed) if, subsequent thereto, the Initial Lenders (together with their affiliates) would hold, in the aggregate, less than 50.1% of the outstanding Bridge Loans. The Senior Unsecured Bridge Facility Documentation shall contain provisions for assignments and participations consistent with the Senior Secured Facilities Documentation.
Voting:	Amendments and waivers of the Senior Unsecured Bridge Facility Documentation will require the approval of Bridge Lenders holding more than 50% of the outstanding Bridge Loans, except that (subject to certain exceptions substantially consistent with the Senior Unsecured Bridge Documentation Principles) (a) the consent of each affected Lender will be required for (i) reductions of principal, interest rates or fees, (ii) extensions of the Maturity Date (except as provided under “Maturity” above), the Extended Maturity Date or the dates for payment of interest, (iii) additional restrictions on the right to exchange Extended Bridge Loans for Exchange Notes or any amendment of the rate of such exchange, (iv) any amendment to the Exchange Notes that requires (or would, if any Exchange Notes were outstanding, require) the approval of all holders of Exchange Notes, (v) releases of

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	all or substantially all of the value of the Guarantees (other than in connection with any release or sale of the relevant Guarantor permitted by the Senior Unsecured Bridge Facility Documentation or the documentation governing the Senior Secured Facilities Documentation) and (vi) any reduction or waiver of the redemption price described under “Optional Redemption” above and (b) the consent of 100% of the Bridge Lenders will be required with respect to modifications to any of the voting percentages. Notwithstanding the foregoing, to the extent an amendment, waiver or other modification of the Senior Unsecured Bridge Facility Documentation requires the vote of each lender affected thereby, such amendment, waiver or modification shall not also require the approval of Bridge Lenders holding more than 50.0% of the outstanding Bridge Loans.
Expenses and Indemnification:	Consistent with the Senior Secured Facilities Documentation.
Governing Law and Forum:	New York.
Counsel to the Bridge Administrative Agent and the Lead Arrangers:	Cahill Gordon & Reindel LLP.

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ANNEX I TO EXHIBIT C

Extended Bridge Loans

Maturity:	The Extended Bridge Loans will mature on the date that is the eight-year anniversary of the Closing Date.
Interest Rate:	The Extended Bridge Loans will bear interest at an interest rate per annum (the “Extended Bridge Loan Interest Rate”) equal to the Total Cap. Interest shall be payable on the last day of each fiscal quarter of the Parent Borrower and on the Extended Maturity Date, in each case payable in arrears and computed on the basis of a 360 day year.
Default Rate:	Overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.00% per annum.
Ranking:	Consistent with the Bridge Loans.
Guarantees:	Consistent with the Bridge Loans.
Security:	None.
Documentation:	The Extended Bridge Loans will be governed by the provisions of the Senior Unsecured Bridge Facility Documentation and will have terms consistent with the Bridge Loans except as set forth herein.
Covenants, Defaults and Mandatory Prepayments:	Upon and after the Conversion Date, the covenants, mandatory prepayments (other than with respect to a change of control, which shall require the Parent Borrower to offer to prepay at 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of prepayment) and defaults that would be applicable to the Exchange Notes, if issued, will also be applicable to the Extended Bridge Loans in lieu of the corresponding provisions of the Senior Unsecured Bridge Facility Documentation.
Optional Prepayment:	The Extended Bridge Loans may be prepaid, in whole or in part, at par, plus accrued and unpaid interest upon not less than three business days’ prior written notice, at the option of the Parent Borrower at any time.
Governing Law and Forum:	New York.

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ANNEX II TO EXHIBIT C

Exchange Notes

Issuer:	The Parent Borrower will issue the Exchange Notes under an indenture. The Parent Borrower, in its capacity as the issuer of the Exchange Notes, is referred to as the “Issuer”. In addition, if the Issuer is not a corporation, there shall at all times be a joint and several co-issuer of the Exchange Notes that is a corporation and is wholly-owned restricted subsidiary of the Issuer.
Principal Amount:	The Exchange Notes will be available only in exchange for the Extended Bridge Loans on or after the Conversion Date. The principal amount of any Exchange Note will equal 100% of the aggregate principal amount of the Extended Bridge Loan for which it is exchanged. In the case of a partial exchange, the minimum amount of Extended Bridge Loans to be exchanged for Exchange Notes will be $125.0 million.
Maturity:	The Exchange Notes will mature on the date that is the eight-year anniversary of the Closing Date.
Interest Rate:	The Exchange Notes will bear interest payable semi-annually, in arrears, at a rate equal to the Total Cap.
Default Rate:	Overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.00% per annum.
Ranking:	Consistent with the Bridge Loans and Extended Bridge Loans.
Guarantees:	Consistent with the Bridge Loans and Extended Bridge Loans.
Security:	None.
Offer to Purchase from Asset Sale Proceeds:	The Issuer will be required to make an offer to repurchase the Exchange Notes (and, if outstanding, prepay the Extended Bridge Loans) on a pro rata basis, which offer shall be at 100% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase with a portion of the net cash proceeds of any non-ordinary course asset sale or insurance or condemnation proceeds received by the Loan Parties, subject to the repayment in full of the Senior Secured Credit Facilities or to holders of certain other indebtedness, with such proceeds being applied to the Extended Bridge Loans, the Exchange Notes, and the Senior Notes in a manner to be agreed, subject to other exceptions, thresholds, levels and baskets substantially consistent with the Bridge Precedent Documentation after giving effect to the Senior Unsecured Bridge Documentation Principles.
Offer to Purchase upon Change of Control:	The Issuer will be required to make an offer to repurchase the Exchange Notes following the occurrence of a Change of Control at a price in cash equal to 101% (or 100% in the case of Exchange Notes held by the Commitment Parties or their respective affiliates other than asset management affiliates (“Affiliated Debt Funds”), and excluding Exchange Notes acquired pursuant to bona fide open market purchases from third parties or market activities (“Repurchased Securities”)), of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase unless the Issuer shall redeem such Exchange Notes pursuant to the “Optional Redemption” section below.

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Optional Redemption:	Except as set forth in the next two succeeding paragraphs, the Exchange Notes will be non-callable until the date that is the third anniversary of the Closing Date. Thereafter, each such Exchange Note will be callable at par plus accrued interest plus a premium equal to three-quarters of the coupon on such Exchange Note during the fourth year after the Closing Date, one-half of the coupon on such Exchange Note during the fifth year after the Closing Date and one-quarter of the coupon on such Exchange Note during the sixth year after the Closing Date, which call premiums shall decline to zero on the date that is the sixth anniversary of the Closing Date. Prior to the date that is the third anniversary of the Closing Date, the Issuer may redeem such Exchange Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the third anniversary of the Closing Date plus 50 basis points. Prior to the date that is the third anniversary of the Closing Date, the Issuer may redeem up to 40% of such Exchange Notes with an amount equal to proceeds from any equity offering at a price equal to par plus the coupon plus accrued interest on such Exchange Notes on terms consistent with the Senior Unsecured Bridge Documentation Principles. The optional redemption provisions will be otherwise customary for high yield transactions and substantially consistent with the Bridge Precedent Documentation after giving effect to the Senior Unsecured Bridge Documentation Principles. Prior to a Demand Failure Event, any Exchange Notes held by the Bridge Lenders or their respective affiliates (other than Affiliated Debt Funds) and excluding Repurchased Securities, shall be redeemable at any time and from time to time at the option of the Parent Borrower at a redemption price equal to par plus accrued and unpaid interest to the redemption date.
Defeasance and Discharge Provisions:	Consistent with the Senior Unsecured Bridge Documentation Principles.
Modification:	Consistent with the Senior Unsecured Bridge Documentation Principles.
Registration Rights:	None.
Right to Transfer Exchange Notes:	The holders of the Exchange Notes shall have the absolute and unconditional right to transfer such exchange notes in compliance with applicable law to any third parties. Unless the applicable exemptions from registration upon transfer of the notes contained in Rule 144A (or any successor provisions thereto) are materially curtailed (in the good faith determination of the Parent Borrower), no transfers will be permitted pursuant to Rule 144.
Documentation:	The Exchange Notes will be issued pursuant to an indenture that will have the terms set forth herein.
Covenants:	Such affirmative and negative covenants with respect to the Parent Borrower and its restricted subsidiaries as are usual and customary for high yield financings of this type consistent with the Senior Unsecured Bridge Documentation Principles (but in any event no more restrictive than those in the Senior Secured Facilities Documentation).
Events of Default:	Consistent with the Senior Unsecured Bridge Documentations Principles (but in any event no more restrictive than those in the Senior Secured Facilities Documentation).

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Governing Law and Forum: New York.

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EXHIBIT D

Project Calculus

Debt Facilities

Closing Conditions

The initial funding of the Initial Senior Secured Facilities and the Senior Unsecured Bridge Facility shall be subject to the satisfaction (or waiver by the Initial Lenders) of the following closing conditions (in each case, subject in all respects to the Certain Funds Provisions). Capitalized terms used but not defined herein have the meanings set forth in the Commitment Letter to which this Exhibit D is a part and in Exhibits A, B and C thereto.

1. Each Loan Party to be party thereto shall have executed and delivered the Senior Secured Facilities Documentation and Senior Unsecured Bridge Facility Documentation on terms consistent with the Commitment Letter and the Administrative Agent shall have received:

a. customary legal opinions, customary evidence of authority, customary officer’s certificates, and good standing certificates (to the extent applicable) in the respective jurisdictions of organization of all Loan Parties; and

b. a certificate from the chief financial officer (or other financial officer reasonably acceptable to the Administrative Agent) of Parent Borrower, certifying that Parent Borrower and its restricted subsidiaries, on a consolidated basis, after giving effect to the Transactions, are solvent, in substantially the form attached hereto as Annex I to Exhibit D.

2. The accuracy of the Specified Representations and the Specified Acquisition Agreement Representations.

3. Prior to or substantially concurrent with the initial funding contemplated by the Commitment Letter, the Refinancing shall have occurred.

4. Since December 31, 2012, there has not been any change, event, effect, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Delta Material Adverse Effect (as defined below).

“Delta Material Adverse Effect”: shall mean any change, event, circumstance, development or effect that, individually or in the aggregate with other changes, events, circumstances, developments or effects, (a) has had or would reasonably be expected to have a material adverse effect on the business, Assets (as defined in the Delta Contribution Agreement), results of operations or condition (financial or otherwise) of the DPP Business (as defined in the Delta Contribution Agreement), taken as a whole, or (b) has materially impaired or materially delayed, or would reasonably be expected to materially impair or materially delay, the ability of Delta (as defined in the Delta Contribution Agreement) to consummate the transactions contemplated by the Delta Contribution Agreement, other than, in each case, to the extent any change, event, circumstance, development or effect that results from, arises out of or is related to (i) general economic conditions (including changes in (A) financial or market conditions, (B) currency exchange rates, (C) prevailing interest rates or credit markets, or (D) the price of commodities or raw materials used in the DPP Business) (except to the extent the DPP Business is materially disproportionately adversely affected by such conditions relative to other participants in industries in which the DPP Business operates (in respect of the business conducted by them in such industries)), (ii) local, regional, national or international conditions in any of the industries or markets in which the DPP Business is conducted (except to the extent the DPP Business is materially disproportionately adversely affected by such conditions relative to other participants in industries in which the DPP Business operates (in respect of the business conducted by them in such industries)), (iii) changes in Law (as defined in the Delta Contribution Agreement) or IFRS (as defined in the Delta Contribution Agreement) or the interpretations thereof (except to the extent the DPP Business is materially disproportionately adversely affected by such changes relative to other participants in industries in which the DPP Business operates (in respect of the business conducted by them in such industries)), (iv) the Excluded Assets (as defined in the Delta Contribution Agreement) or Retained Liabilities (as defined in the Delta Contribution Agreement), (v) acts of God or other calamities, national or international political or social conditions, including the engagement by any country in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack (except to the extent the DPP Business is materially disproportionately adversely affected by such acts, calamities or conditions relative to other participants in industries in which the DPP Business operates (in respect of the business conducted by them in such industries)), (vi) (A) any

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actions taken or required to be taken by Delta, JLL Holdco (as defined in the Delta Contribution Agreement), New-co (as defined in the Delta Contribution Agreement) or any of their Affiliates (as defined in the Delta Contribution Agreement) in connection with the obligations of the parties in Section 7.3 of the Delta Contribution Agreement or (B) the failure to take any action prohibited by Section 7.1 of the Delta Contribution Agreement, (vii) any failure to meet internal projections relating to the DPP Business or changes in credit ratings (it being understood that the underlying causes of the failure to meet such projections shall be taken into account in determining whether a Delta Material Adverse Effect has occurred, unless such causes are otherwise excepted under this paragraph) or (viii) the announcement or pendency of, or the taking of any action contemplated by, the Delta Contribution Agreement.

5. Since July 31, 2013, there has not been a Patheon Material Adverse Effect (as defined below).

“Patheon Material Adverse Effect”: means any fact or state of facts, circumstance, change, effect, occurrence or event that, individually or in the aggregate is or is reasonably expected to (i) be material and adverse to the business, operations, results of operations, assets (tangible or intangible), properties, capitalization, condition (financial or otherwise), liabilities (contingent or otherwise), obligations or privileges (whether contractual or otherwise) of the Company (as defined in the Patheon Arrangement Agreement) and its Subsidiaries (as defined in the Patheon Arrangement Agreement), taken as a whole; or (ii) prevent or materially delay the completion of the Arrangement (as defined in the Patheon Arrangement Agreement) by the Outside Date (as defined in the Patheon Arrangement Agreement) under the Patheon Arrangement Agreement, except in the case of clause (i) only, to the extent of any fact or state of facts, circumstance, change, effect, occurrence or event resulting from: (a) any change generally affecting any of the industries in which the Company or any of its Subsidiaries operate; (b) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, business or regulatory conditions or in national or global financial, capital, credit or currency markets; (c) any natural disaster or pandemic; (d) any adoption, proposal, implementation or change in Law (as defined in the Patheon Arrangement Agreement) or GAAP (as defined in the Patheon Arrangement Agreement) or the interpretation or application thereof; (e) the announcement or performance of the Patheon Arrangement Agreement, or the transactions contemplated hereby, or the consummation of the Arrangement; (f) the failure by the Company to achieve any internal or published projections, milestones, forecasts or estimates (it being understood that the causes underlying such failure may be taken into account in determining whether a Patheon Material Adverse Effect has occurred); or (g) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in the market price or trading volume may be taken into account in determining whether a Patheon Material Adverse Effect has occurred), but, in the case of each of the foregoing (a) through (d), only to the extent such matter does not relate primarily to the Company and its Subsidiaries, taken as whole, or does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other companies and entities operating in the industries in which the Company and/or its Subsidiaries operate, and unless expressly provided in any particular section of the Patheon Arrangement Agreement, references in certain sections of the Patheon Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a “Patheon Material Adverse Effect” has occurred.

6. Prior to or substantially concurrent with the initial funding contemplated by the Commitment Letter, the Equity Contribution, as set forth in Exhibit A to the Commitment Letter, shall have been made.

7. The Acquisitions shall have been consummated or shall be consummated, substantially concurrently with the initial funding of the Initial Senior Secured Facilities and the Senior Unsecured Bridge Facility (or the Senior Notes and/or Securities, as the case may be), in all material respects in accordance with, the Delta Contribution Agreement, dated as of the date hereof, and the Patheon Arrangement Agreement, dated as of the date hereof, and no provision thereof shall have been amended or waived (including consents granted thereunder) in any respect that would be materially adverse to Lenders without the consent of the Initial Lenders; provided, that (i) any purchase price reduction shall not (in and of itself) be deemed to be materially adverse to the Lenders, (ii) any such reduction (x) to the purchase price of Delta will reduce the Holdings PIK Note on a dollar-for-dollar basis and (y) to the purchase price of Patheon shall be allocated to ratably reduce the Equity Contribution and the Bridge Facility (and, if applicable, the Senior Notes and/or Securities) in proportion to the actual percentages that the amount of the Equity Contribution and the Senior Unsecured Bridge Facility (and, if applicable, the Senior Notes and/or Securities) bear to the pro forma total capitalization of the Parent Borrower and its subsidiaries after giving effect to the Transactions), subject to maintaining the Minimum Equity Percentage, and (iii) any amendment to the definitions of “Delta Closing Date

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Material Adverse Effect” or “Patheon Closing Date Material Adverse Effect” shall be deemed to be materially adverse to the Lenders. The Commitment Parties hereby acknowledge that they are satisfied with the Acquisition Agreements, dated as of the date hereof, and the disclosure schedules and exhibits thereto.

8. All fees due to the Commitment Parties and Lenders under the Term Sheets and the Fee Letter shall have been paid and any expenses due to the Commitment Parties under the Commitment Letter incurred prior to the Closing Date shall have been paid, in each case, substantially concurrently with the initial funding contemplated by the Commitment Letter. Notwithstanding anything to the contrary, the only expenses required to be paid on the Closing Date, the payment of such expenses being a condition to the initial funding of the Debt Facilities, are such expenses required to be reimbursed under the Commitment Letter and to the extent invoiced at least two business days prior to the Closing Date.

9. The Commitment Parties shall have received a pro forma consolidated balance sheet and related pro forma consolidated statements of income of Parent Borrower as of, and for the twelve month period ending on, the last day of the most recently completed four fiscal quarter period ended at least 45 days prior to the Closing Date (or 90 days prior to the Closing Date in case such four fiscal quarter period is at the end of Patheon’s or Delta’s fiscal year) prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such statement of income), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting and which fiscal quarters or fiscal years, as applicable, with respect to each of Patheon and Delta, need not end on the same date., it being understood and agreed that Delta financial information required for such pro forma financial statements will be converted into US GAAP for purposes of the customary offering memorandum.

10. The Commitment Parties shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Patheon for the 2011 and 2012 fiscal years and each subsequent fiscal year ended at least 90 days before the Closing Date, which financial statements will be audited and prepared in accordance with GAAP (it being understood that the Commitment Parties have received such audited financial statements for fiscal years ended 2011 and 2012) and (b) unaudited consolidated balance sheets, related statements of income and related statements of cash flows of Patheon for each fiscal quarter ended after July 31, 2013 and 45 days or more prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year and it being understood that the Commitment Parties have received such unaudited financial statements for the fiscal quarter ended July 31, 2013).

11. The Commitment Parties shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Delta for the 2011 and 2012 fiscal years and each subsequent fiscal year ended at least 90 days before the Closing Date, which financial statements will be audited and prepared in accordance with IFRS and (b) unaudited consolidated balance sheets, related statements of income and related statements of cash flows of Delta for each fiscal quarter ended on or after June 30, 2013 and 60 days or more prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year and it being understood that the Commitment Parties have received such unaudited financial statements for the fiscal quarters ended June 30, 2013 and September 30, 2013 and such financial information need only be presented for the period commencing at the start of such fiscal year to the end of such fiscal year).

12. With respect to the Senior Unsecured Bridge Facility, (a) investment banks (the “Investment Banks”) shall have been engaged to privately place the Senior Notes pursuant to the engagement letter dated the date hereof among the Investment Banks and the Parent Borrower, and you shall have made commercially reasonable efforts to provide the Investment Banks with (i) a customary preliminary offering memorandum containing (A) all customary information (other than a “description of notes” and information customarily provided by the Investment Banks or their counsel or advisors), including financial statements referred to in Paragraphs 10 and 11 above (other than pro forma financial statements which are described below), business and other financial data of the type and form that are customarily included in Rule 144A high yield debt offerings, it being understood that none of such information needs to include, consolidating financial statements, separate subsidiary financial statements, other financial statements and data that would be required by Sections 3-09, 3-10 or 3-16 of Regulation S-X and Item 402 of Regulation S-K, information regarding executive compensation, or related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A and other customary exceptions, but would include customary summary guarantor and non-guarantor information) and (B) pro forma financial statements referred to in Paragraph 9 above and (ii) other financial data reasonably necessary for the Investment Banks to receive customary “comfort” letters from the independent

D- 3

accountants of Patheon and Delta in connection with the offering of the Notes (including drafts of such “comfort” letters, which such accountants are prepared to issue upon completion of customary procedures) and (b) the Investment Banks shall have been afforded a period (the “Marketing Period”) of at least 15 consecutive days upon receipt of the information described in clause (a) of this paragraph to seek to place the Notes with qualified purchasers thereof; provided, that (i) if the Marketing Period has not been completed on or prior to December 16, 2013, then it will not commence until after January 6, 2014, and (ii) November 27, 2013 through December 1, 2013 shall not be deemed to be days for purpose of the “Marketing Period”. If Parent Borrower shall in good faith reasonably believe that it has delivered the preliminary offering memorandum together with the information and data required to be delivered pursuant clause (a) of this paragraph, Parent Borrower may deliver to the Lead Arrangers written notice to that effect (stating when it believes it completed any such delivery), in which case the Parent Borrower shall be deemed to have satisfied its requirements under clause (a) of this paragraph on the date specified in such notice and the Marketing Period shall be deemed to have commenced on the date specified in such notice, in each case unless the Lead Arrangers in good faith reasonably believe that the Parent Borrower has not delivered the preliminary offering memorandum together with the information and data required to be delivered pursuant clause (a) of this paragraph and, within two business days after their receipt of such notice from Parent Borrower, the Lead Arrangers deliver a written notice to Parent Borrower to that effect (stating with specificity which information that is required to satisfy the Parent Borrower’s requirements under clause (a) of this paragraph has not been delivered).

13. The Administrative Agent shall have received, at least three business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; provided, that any requests for such information shall have been received by Parent Borrower at least ten business days prior to Closing Date.

14. Subject in all respects to the Certain Funds Provisions, all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral (as defined in Exhibit B) shall have been executed and delivered by the relevant Loan Parties and, if applicable, be in proper form for filing (or reasonably satisfactory arrangements shall have been mutually agreed upon for the execution, delivery and filing of such documents and instruments substantially concurrently with the consummation of the Acquisitions).

D- 4

SOLVENCY CERTIFICATE

[Date]

This solvency certificate (this “Certificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section [        ] of the credit agreement, dated as of [                    ] among [                    ] (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

I, [                     [chief financial officer] [specify other officer with equivalent duties] of Parent Borrower, in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY that as of the date hereof, after giving effect to the consummation of the Transactions, including the making of the Loans under the Credit Agreement on the date hereof, and after giving effect to the application of the proceeds of such Loans, it is my opinion that:

(a) The fair value of the assets or properties (for avoidance of doubt, calculated to include goodwill and other intangibles) of Parent Borrower and its subsidiaries, on a consolidated basis, is greater than the total amount of liabilities, including contingent liabilities of Parent Borrower and its subsidiaries, on a consolidated basis.

(b) The present fair saleable value of the assets or properties of Parent Borrower and its subsidiaries, on a consolidated basis (on a liquidation or sum-of-parts basis, whichever is greater), is not less than the amount that will be required to pay the probable liability of Parent Borrower and its subsidiaries on their debts as they become absolute and matured.

(c) Parent Borrower and its subsidiaries, on a consolidated basis, do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature.

(d) Parent Borrower and its subsidiaries, on a consolidated basis, are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which Parent Borrower and its subsidiaries’ property, on a consolidated basis, would constitute unreasonably small capital.

(e) For purposes of this Certificate, the amount of contingent liabilities has been computed as the amount that, in the light of all the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual pursuant to Financial Accounting Standards Board Statement No. 5).

(f) In reaching the conclusions set forth in this Certificate, the undersigned has made such investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by Parent Borrower and its subsidiaries after consummation of the Transactions.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Certificate in such undersigned capacity as [chief financial officer] [specify other officer with equivalent duties] of Parent Borrower, and not individually, as of the date first written above.

By:

Name:

Title:

EX-99.1(C)(4)

Exhibit (c)(4)

Presentation to the Independent Committee

Valuation and Fairness Perspectives

November 18, 2013

PROJECT CALCULUS

These materials and the information included herein have not been prepared with a view toward public disclosure, are confidential and proprietary to, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of BMO Nesbitt Burns Inc. (_BMO Capital Markets_) . These materials have been prepared by BMO Capital Markets exclusively for an independent committee of the Board of Directors of Patheon Inc. (_Patheon_ or the _Company_) in connection with an engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with BMO Capital Markets. These materials are based on information from public sources, information provided by or on behalf of the Company and other transaction participants or their advisors and other sources available to BMO Capital Markets. BMO Capital Markets assumes no responsibility for independent investigation or verification of any such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance, including projected synergies following the transaction, prepared by or for, or reviewed with, the management of the Company or other transaction participants or their advisors or obtained from public or other sources, BMO Capital Markets has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management, other transaction participants or advisors (or, with respect to estimates and forecasts obtained from public or other sources, represent reasonable estimates) . No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation or warranty, whether as to the past, the present or the future. The presentation is prepared as of November 18, 2013 and reflects information made available to BMO Capital Markets prior to such date. BMO Capital Markets assumes no obligation to correct, update or otherwise revise these materials or any part thereof. These materials do not purport to contain all of the information that may be required to evaluate, and do not constitute a recommendation with respect to, any transaction or matter. Any recipient of these materials should conduct its own independent analysis of the information contained or referred to herein.

PROJECT CALCULUS 1

Situation Overview

? BMO Nesbitt Burns Inc. (_BMO_ or _BMO Capital Markets_) understands that Patheon Inc. (_Patheon_ or the _Company_) was advised in July 2013 by JLL Partners, Inc. (_JLL_), manager of the Company_s controlling shareholder (_Fund V_), that a buying group which includes a fund or funds controlled JLL and one or more affiliates of Royal DSM N.V. (_DSM_) (collectively, the _Offeror_) was considering a transaction that would include the acquisition of 100% of the Company_s issued and outstanding equity securities by way of a plan of arrangement or alternative transaction structure (the _Transaction_)n Fund V indirectly holds 56% of the issued and outstanding restricted voting shares (_RVS_) and all of the special voting Class I, preferred shares, Series D (_Preferred Shares_) of the Company

? BMO further understands that the Company and the Offeror have negotiated an Arrangement Agreement for the Transaction, which includes a purchase price US$9.32 per RVS in cash (the _Offer_)n The Offer represents a 64% premium to the Company_s closing price at November 15, 2013 and a 73% premium to the 20-day volume weighted average price (_VWAP_) on the TSX (each premium is based on prices converted to US$)

? BMO Capital Markets has been retained by the Independent Committee as independent valuator to prepare and deliver to the Independent Committee: a) a formal valuation of the Company_s RVS_ and Preferred Shares in accordance with the standards and requirements of MI 61-101, the standards for formal valuations in the Dealer Member Rules of the Investment Industry Regulatory Organization of Canada; and any other applicable rules, regulations and standards (the “Valuation”); and b) an opinion as to whether the consideration payable pursuant to the Transaction is fair, from a financial point of view, to the holders of RVS_ and Preferred Shares, other than Fund V and any other holders that would customarily be excluded from such an opinion (the _Opinion_)

? This document does not constitute an _Opinion_ or a _Valuation_ and is being provided solely to assist the Independent Committee in understanding the analysis that forms the basis for the Valuation and Opinion

PROJECT CALCULUS 2

Situation Overview (Cont_d)

? In preparing this presentation, we have relied upon the information provided to us by the Company, JLL and their advisors, discussions with representatives of the Company and JLL and publicly available information on the Company and the Offern BMO was provided access to the Company_s secondary virtual data room on September 18, 2013 and the Company_s primary virtual data room on September 24, 2013 n BMO has had a number of calls and meetings with the Company, JLL and Blake, Cassels & Graydon LLP (_Blakes_) to request additional information and to discuss the information provided

? We have not attempted to independently verify the accuracy or completeness of any information or representations presented to us by the Company, JLL or their advisors or other transaction participants

? The analysis herein is based upon the securities markets, economic and general business and financial conditions prevailing as at this date, any of which may vary considerably in the future

? The views summarized in this presentation are made based on information available as at November 18, 2013 and are based on the closing share price of the Company and comparable companies as at November 15, 2013

PROJECT CALCULUS 3

Assumptions and Limitations

? With your approval and agreement, BMO Capital Markets has relied upon and assumed, among other things:n The completeness, accuracy and fair presentation of all financial and other information (the _Information_) obtained by us from public sources or provided to us by or on behalf of the Company and JLLn That all forecasts, projections, estimates and budgets, including projected synergies, related to the Company are reasonable in the circumstances and consistent with industry practicesn That all forecasts, projections, estimates and budgets reflect the best currently available information and estimates, assumptions and judgments as to the matters covered therebyn That there has been no material change in the financial condition, assets, liabilities, business, operations or prospects of the Companyn That there are no plans or proposals that could reasonably be expected to have a material effect on the financial condition, assets, liabilities, prospects or affairs of the Companyn That there are no circumstances or developments that could reasonably be expected to have a material effect on the financial condition, assets, liabilities, prospects or affairs of the Companyn That there are no actions, suits, proceedings or inquiries pending or threatened which may in any way materially adversely affect the Company? The provision of the Valuation and the Opinion will be subject to, among other things, the receipt of a letter of representation to be provided by the Senior Officers of the Company as to certain factual matters and the completeness and accuracy of the information upon which the Valuation and the Opinion will be based

PROJECT CALCULUS 4

Scope of Review

? In connection with rendering these perspectives, we have reviewed and relied upon, or carried out, among other things, the following:n Certain internal financial, operating, corporate and other information prepared or provided by or on behalf of the Company or JLL, concerning the business operations, assets, liabilities and prospects of the Company and the Transactionn Internal management forecasts, development and operating projections, estimates and budgets prepared or provided by or on behalf of the Companyn Discussions with management of the Company relating to the Company_s current business plan, business operations, financial condition, prospects and the Transaction, including with respect to assets to be acquired from DSM and potential synergies resulting therefromn Public information relating to the business and financial condition of the Companyn Public information with respect to selected public companies we considered relevantn Public information with respect to selected precedent transactions we considered relevantn Various equity research reports and industry sources we considered relevantn Such other information, investigations, analyses and discussions (including discussions with the management of the Company, the Company_s external legal counsel, and other third parties) as we considered necessary or appropriate in the circumstances

PROJECT CALCULUS 5

Company Overview and Capital Markets Profile Financial Forecast Review and Benchmarking Financial Perspectives Summary Perspectives

PROJECT CALCULUS

Patheon Business Overview

Business Overview Products and Services

? Provider of pharmaceutical development and Contract Manufacturing Pharmaceutical Development Banner Life Sciences commercial manufacturing outsourcing services Outsourcing (_CMO_) Services (_PDS_) (Soft-Gel Drug Delivery) (_Banner_) for both prescription (_Rx_) and over-the-counter various sterile, Capabilities include (_OTC_) drugs? Manufactures? Offers a broad range of ? solid, conventional and development services across proprietary soft-gel ? Serves approximately 300 clients, including 19 specialized dosage forms approximately 40 different formulations of the 20 largest pharmaceutical companies, 8 ? Also offers specialized dosage forms ? Offers over 70 products of the top 10 biotech companies, and 8 of the capabilities in high potency, Supports customers across across OTC, Rx and 10 largest specialty pharmaceutical companies? controlled substance and various stages of drug nutritionals ? Operates 14 facilities globally approximately 6,000 people modified release products development process ? Employs

Geographic Footprint Segmentation

Toronto, Canada Whitby, Canada Revenue by Geography (YTD Q2_13) Revenue by Business Segment (2013E)

(PDS, CMO solids) (PDS, CMO solids) Swindon, England

(PDS, CMO sterile) (US$467.4 mm) (US$1.1 bn)

Tilburg, Durham, Milton Park, England Netherlands Mexico City, NC (HQ) (PDS development) Mexico

Tokyo, Japan

Monza, Italy Revenue by Customer (YTD Q2_13) Revenue by Product (YTD Q2_13)

High Point, (PDS, CMO solid/sterile) NC

Legend

Manatí, Puerto Rico Ferentino, Italy Legacy (PDS, CMO sterile) (CMO solids)

Banner

Cincinnati, USA Bourgoin, France (PDS, CMO solid/sterile) (PDS, CMO solids)

Source: Company filings, Company confidential information package and Company management presentation.

PROJECT CALCULUS 7

Recent Financial Developments

PF 2013E Adjusted EBITDA Bridge? Introduced company -wide in 2011 to streamline operations and improve margins US$ millions Operational? Assessing operations across all business segments to

eliminate bottlenecks while reducing costs through Balance 137.8 147.0 141.4 149.4 149.6 149.6 156.0 157.8 168.8 182.6 185.8 177.8 177.8 Excellence elimination of redundant labour and overhead costs Change 22.5 9.3 (5.7) 8.0 0.3 — 6.4 1.8 11.0 13.7 3.2 (8.0) —

Initiatives ? Focused site missions and investment in state-of-the-art

(_OE_) 177.8

capabilities has freed up 40-50% of capacity to support future growth initiatives 149.6? $29.9mm of cost savings realized in FY2012 115.2

? Completed on December 14, 2012 for total cash consideration of approximately US$269 mm n 10.8x EV / LTM EBITDAn Estimated $12.5 mm of synergies, 9.8% of PF EBITDA CMO PDS PDS

+

EBITDA Banner Bonus Income EBITDA Savings EBITDA OE Savings (Banner) Bonus Reduction Shutdown Shutdown Other Integration Synergies Banner CMO OE Caguas (Patheon) Normalized ? In connection with the acquisition, the Company 2012A Adjusted 2013E Adjusted Olds Site Site 2013E PF Adjusted

completed a refinancing, including: Banner

Banner Organic / Operational Efficiencies Annualized Pro Forma

n Arranged US$660 mm senior secured facilities Acquisition (US$575 mm Senior Secured Term Loan and US$85 mm Senior Secured Revolving Facility )n Completed US$30 mm transferable rights offering at

C$3.19 per share (backstopped by JLL) Reported Pro Forma

EBITDA EBITDA

? Banner provides the Company with access to a portfolio of 60+ soft gel products, 7 proprietary technologies and extensive pipeline of 27 products? Increases capabilities / scale in complex dosage formats

Source: Company filings, Financial Forecast provided by the Company

Financial Forecast Adjusted EBITDA incorporates the Banner acquisition, in addition to savings from various OE initiatives across all business segments

PROJECT CALCULUS 8

Consolidated Financial Perspectives

? Both historical figures and Financial Forecast are shown pro forma the acquisition of Banner; corporate expenses allocated to segments pro rata revenue

PF Revenue Growth (31-Oct Year End) PF Adjusted EBITDA Growth (31-Oct Year End)

(US$ millions)

CMO PDS Banner (US$ millions)

CAGR ‘10A-‘13E ‘13E-‘17E CMO PDS Banner Margin

CAGR ‘10A-‘13E ‘13E-‘17E

CMO 6.3% 6.4% CMO 24.1% 13.0% 20.8%

PDS 5.3% 7.0% $1,376 19.9%

PDS 4.4% 11.1% 18.9% Banner 2.4% 7.8% $1,295 Banner 6.5% 13.9% 17.8% $1,218 $287

Total 5.2% 6.8% $1,144 Total 15.2% 12.7% 16.8% $257

344 49 $1,057 322 $230 $1,020 $961 277 299 12.8% 43 $909 $204 269 255 182 193 11.4% 11.3% 38 57

EBITDA $178

261 171 33 52 237 162 Revenue 138 147 29 48 127 44

126 $116 $115 37

Adjusted $110

24 17 15

792 840 181

705 747 21 26 162

613 655 33 144 545 573 127

111

71 74

58

FY2010A FY2011A FY2012A PF FY2014E FY2015E FY2016E FY2017E FY2010A FY2011A FY2012A PF FY2014E FY2015E FY2016E FY2017E FY2013E FY2013E

Other Key Metrics

Capex $60.4 $59.8 $66.2 $49.2 $53.1 $56.3 $59.7 $63.2 Capex / Revenue 6.6% 6.2% 6.5% 4.7% 4.6% 4.6% 4.6% 4.6%

Source: Company data, Financial Forecast provided by the Company

Note: Historical data shown PF Banner as per _2.1.4 Banner _Historical PL.xlsx_ and _5.1.2 Banner Presentation -Sept. 24, 2012.pdf_; Corporate expenses allocated between CMO, PDS and Banner based on revenue contribution.

PROJECT CALCULUS 9

RVS Price & Capitalization

Price & Volume Analysis Summary Statistics

Volume Price Peer Group (Indexed) Capitalization (1)

$10.00 5

JLL Offer Price (US$9.32 / C$9.73) Reports Q3/13 results; adjusted Current At Offer

EBITDA of $41.0 mm vs. consensus

of $41.4 mm RVS Price (C$ / sh) $5.95 $9.73

Reports Q2/13 results; adjusted RVS Price (1.04x) (US$ / sh) $5.70 $9.32 EBITDA of $34.4 mm, more than (2)

$8.00 double of Q2/12 4 F.D. Shares (mm) 146.7 148.7

JLL offer at US$2.00 per share Reports Q1/13 results; adjusted F.D. Market Cap (US$ mm) $836 $1,386 EBITDA of $19.8 mm compared to

($1.9) mm in Q1/12 Add: Face Value of Debt (US$ mm) 621 621

Directors advise shareholders to (3)

Add: Pref. Shares (US$ mm) — —

) reject the JLL offer

$ Reports F2012 results; adjusted $6.00 EBITDA of $71.1 mm, an increase of 3 Add: Fair Value of FX Liab. (US$ mm) 3 3

(C Non-binding proposal from Lonza

Group AG at US$3.55 per share 7.1% from prior FY

Volume Add: AT Pension Liability (US$ mm) 29 29

Price Announces acquisition of Banner

Pharmacaps for US$255 mm Less: Cash (US$ mm) (41) (41)

(4)

RVS (millions) Less: Investments (US$ mm) (9) (9)

$4.00 JLL takes up 33.9 mm shares of 2

Patheon Enterprise Value (US$ mm) $1,439 $1,989 Leverage (5)

Debt / ‘14E EBITDA (ratio) 3.6x $2.00 1 Net Debt / ‘14E EBITDA (ratio) 3.4x

Lonza Group withdrawls proposal Market Data (Exchange: Toronto)

Announces independent valuation of Appoints 52-Week High (C$ / sh) $6.80 US$4.20 to US$5.00 per share James C. Mullen as CEO

(C$5.29 to C$6.30) 52-Week Low (C$ / sh) $3.00

20-Day VWAP (C$ / sh) $5.60

15-Nov-08 15-Nov-09 15-Nov-10 15-Nov-11 15-Nov-12 15-Nov-13

Source: Company filings, FactSet 90-Day VWAP (C$ / sh) $6.08 Note: JLL offer price converted from US$ to C$ at an exchange rate of 1.04x (as at 15-Nov-13 close) 1-Year Avg. Daily Vol (k) 46

Actual Adjusted EBITDA Margins Source: Company data, Company filings, FactSet and Select Street Research Note: Peer Group consists of Albany Molecular Research, Biocon, Cambrex, Cangene, Charles River, Covance, ICON, Jubliant Life Sciences, Lonza, Parexel, 18.1% Quintiles and WuXi.

17.1% 16.3% 17.0%

15.7% 14.5% 16.1% 15.4% 1. Balance sheet as at 31-Jul-13

13.5%

12.7% 12.1% 2. Treasury stock method applied

10.4%

8.7% 9.1% 9.3% 3. Preferred Shares are non-transferrable, have no dividend and a wind up value

8.2% 7.6% 8.0%

6.0% 6.0% of C$0.0001 per share

4. 18% interest in two Italian entities known as BSP Pharmaceuticals, as well as (1.2%) immaterial interests in certain U.S. retirement plans

5. Based on Street Consensus FY2014E EBITDA of US$172.8 mm, as CY2014E

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

2008 2009 2010 2011 2012 2013 is not available

PROJECT CALCULUS 10

Total Return Relative Performance

2011 2012 2013 YTD

CRO CMO

Cambrex 39% Patheon 167% Albany Molecular 167%

S&P 500—Health Care 13% Albany Molecular 80% WuXi PharmaTech 104% Parexel International (2%) ICON 62% Lonza 82% S&P/TSX (11%) Cambrex 58% Patheon 70%

Covance (11%) Parexel International 43% Cambrex 66% ICON (22%) WuXi PharmaTech 43% Covance 50% Charles River (23%) Charles River 37% Parexel International 46%

Lonza (24%) Covance 26% ICON 44%

WuXi PharmaTech (32%) Jubilant Life Sciences 23% Charles River 38% Cangene (36%) S&P 500—Health Care 18% S&P 500—Health Care 37% Biocon S&P/TSX 10% Cangene 30%

(45%)

Biocon 3% Biocon 15%

Patheon (46%)

Cangene (4%) S&P/TSX 6%

Jubilant Life Sciences (46%)

Lonza (5%) Jubilant Life Sciences (57%)

Albany Molecular (48%)

Source: FactSet

Note: Total return analysis includes impact of dividends paid; returns shown in US$.

PROJECT CALCULUS 11

Research Analyst Perspectives

Research Analysts Price Targets Peer Research Analysis

Sell Hold Buy

Broker Date Target Price

TD Newcrest 31-Oct-13 $8.00 3 1 22 17 12 3 16 19 15 11 19 16 2 26% 6% 2% 17% 6% 6% 20% 7% 21% 40% 2% (14%) 3%

Euro Pacific Canada 06-Sep-13 7.50

5% 7% 7% 6% 8% 6% 14%

RBC Capital Markets 05-Sep-13 7.00 21% 21% 33% 33% 30%

27%

38% 38%

Median (C$) $7.50

20% 63%

Current Share Price (C$) $5.95 100% 100% 71% 100%

74% 71% 67% 67% 67%

Premium (Discount) to Share Price 26.1% 56% 54%

50% 31%

Sell Hold Buy 14%

ICONLife River

Patheon Albany Molecular Research Biocon Quintiles Transnational Holdings WuXi PharmaTech Cambrex Covance Parexel International Jubilant Sciences Charles Laboratories Lonza Cangene

“ Number of Research Analysts in Coverage Universe

“ Target Price Premium / (Discount) to Current Stock Price

Target Price Methodology

Source: FactSet and select Street Research

Note: Total number of research analysts include brokers with unknown ratings.

PROJECT CALCULUS 12

Ownership Summary

Shareholder Registry Holdings by Investor Class

Investor Information Current Holdings Investor Name Country Style Basic

(mm) (%)

Top Strategic & Insider

JLL Partners 78.5 55.7% Joaquin Viso 11.7 8.3% James Mullen 2.3 1.6% Others 0.8 0.6%

Top 10 Institutions

CI Investments Canada GARP 10.7 7.6%

OppenheimerFunds United States Growth 2.6 1.8% Source: FactSet and Company filings

TDAM USA Canada Value 2.0 1.4% Institutional Holdings by Country

Hesperian Capital Management Canada GARP 1.7 1.2% Altrinsic Global Advisors Canada Canada Growth 1.4 1.0% Fiera Capital Corp. Canada GARP 1.2 0.9% AGF Investments Canada Growth 0.3 0.2% Dimensional Fund Advisors United States Value 0.1 0.1% Picton Mahoney Asset Management Canada Value 0.0 0.0% Laketon Investment Management Canada Value 0.0 0.0% Other Identified Institutions 0.1 0.0%

Summary

Strategic & Insider 93.3 66.2% Institutional Holders 20.1 14.3% Unidentified Institutional & Retail 27.5 19.5%

Total Basic Shares Outstanding 140.9 100.0%

Options 11.0

Total F.D. Shares Outstanding F.D. ITM Shares Outstanding of 146.7 Using Treasury Method 152.0

Source: FactSet and Company filings Source: FactSet and Company filings

Note: F.D. shares outstanding does not assume use of treasury method. Note: United Kingdom holds 0.3% of institutional holdings

PROJECT CALCULUS 13

Comparable Trading Performance Over Time

Median Consensus Average EV / NTM EBITDA

Patheon CMO Peer Average CRO Peer Average 16.0x

14.0x

12.0x

10.8x

10.0x

8.3x 8.0x 8.2x

6.0x 4.0x 2.0x

—

30-Nov-08 31-May-09 30-Nov-09 31-May-10 30-Nov-10 31-May-11 30-Nov-11 31-May-12 30-Nov-12 31-May-13

Source: FactSet

Note: Estimates taken monthly and based on Street Consensus; CMO Peer Average consists of the average multiple of Albany Molecular Research, Biocon, Cambrex, Cangene, Jubilant Life Sciences and Lonza Group; CRO Peer Average consists of the average multiple of Charles River Laboratories, Covance, Quintiles, Parexel, ICON and WuXi

PROJECT CALCULUS 14

Company Overview and Capital Markets Profile

Financial Forecast Review and Benchmarking

? Consolidated Forecast? CMO Forecast? PDS Forecast? Banner Forecast? Other Considerations

Financial Perspectives

Summary Perspectives

PROJECT CALCULUS

Background to the Financial Forecast

? BMO was provided a financial forecast (the _Financial Forecast_) The Company_s Financial Forecast Assumptions from the Company, which has formed the basis for these

perspectives? Segment build-up (CMO, PDS, Banner and Corporate) General Four year forecast period, ? FY2014E _ FY2017E (the _Forecast Period_)

? As part of BMO_s review of the Financial Forecast, BMO has participated in detailed discussions with certain members of the ? Management advised that the segment revenue assumptions are

Company_s management team, including: based on customer/product build-ups for FY2014

Revenuen A guided review of the Financial Forecast design on Friday ? FY2015E _ FY2017E based on estimated industry growth rates

and segment market share

September 20, 2013;

discussion on Management_s key ? Management utilized product costing assumptions with various

n A focused Financial COGS

operating efficiencies implied throughout the Forecast Period

Forecast assumptions on Tuesday September 24, 2013;n A formal in-person Management Presentation on

Wednesday October 2, 2013, which included discussions on ? Based on historical levels and assumed to be a fixed percentage

SG&A of sales throughout the Forecast Period

Financial Forecast assumptions; n Discussions focused on tax and other Financial Forecast ? Based on historical levels of capital intensity

assumptions on October 4, 2013 and October 8, 2013; andn Maintenance vs. growth expenditures based on historical Capex levels

n Discussions with management and JLL regarding potential n Growth capex relates to new products; no acquisitions synergies on October 9, 2013 and October 14, 2013 contemplated in Financial Forecast

? Cash tax rate of 20% through the Forecast Period? In addition to discussions with the Company_s management, Weighted average of statutory tax rates for Company_s profitable

Tax?

BMO has also considered the Financial Forecast from the and taxable entities (incorporates NOLs / tax assets and other tax shields)

perspective of publicly traded companies with similar operating characteristics and third party industry benchmarking research Net

? Fixed percentage of revenue (14%) based on historical levels, pro

Working forma Banner acquisition

Capital

PROJECT CALCULUS 16

Consolidated Financial Forecast as Provided by Company

Acutal (Pro Forma) Pro Forma Projected CAGR (US$ millions) FY2010A FY2011A FY2012A FY2013E FY2014E FY2015E FY2016E FY2017E 10A-13E 13E-17E

CMO Revenue $545 $573 $613 $655 $705 $747 $792 $840 6.3% 6.4% PDS Revenue $126 $127 $138 $147 $162 $171 $182 $193 5.3% 7.0% Banner Revenue $237 $261 $269 $255 $277 $299 $322 $344 2.4% 7.8%

Consolidated Revenue $909 $961 $1,020 $1,057 $1,144 $1,218 $1,295 $1,376 5.2% 6.8%

% Growth — 5.7% 6.2% 3.5% 8.3% 6.5% 6.4% 6.2%

Cost of Goods Sold (excl. D&A)

Raw Materials $220 $233 $252 $247 $268 $287 $306 $325 Inventory/API Provisions $8 $11 $12 $10 $10 $11 $12 $13 Direct Labor $103 $111 $123 $117 $127 $135 $143 $152 Factory Overhead $209 $228 $233 $214 $225 $234 $243 $252 Quality $76 $82 $86 $83 $88 $92 $96 $101 Technical Affairs / PDSS $46 $50 $50 $48 $51 $53 $56 $60

Total Cost of Goods Sold (excl. D&A) $660 $713 $756 $719 $769 $812 $856 $902 2.9% 5.8%

COGS (% of revenue) 72.6% 74.3% 74.1% 68.1% 67.2% 66.6% 66.1% 65.6%

Gross Margin (excl. D&A) $249 $247 $265 $337 $375 $406 $439 $474 10.7% 8.9%

Gross Margin (%) 27.4% 25.7% 25.9% 31.9% 32.8% 33.4% 33.9% 34.4%

SG&A (excl. D&A and stock comp) $122 $128 $136 $145 $156 $160 $165 $169 5.8% 4.0%

SG&A (% of revenue) 13.5% 13.3% 13.3% 13.7% 13.6% 13.2% 12.7% 12.3%

R&D $12 $15 $14 $14 $15 $16 $17 $18

Other Expense (Income) ($2) ($5) $0 $0 — — — —

Adj. EBITDA $116 $110 $115 $178 $204 $230 $257 $287 15.2% 12.7%

% Margin 12.8% 11.4% 11.3% 16.8% 17.8% 18.9% 19.9% 20.8%

Total D&A $64 $63 $50 $52 $52 $55 $58 $62

Adj. EBIT $52 $46 $65 $126 $152 $175 $199 $225

% Margin 5.7% 4.8% 6.4% 12.0% 13.3% 14.4% 15.4% 16.3%

Capital Expenditure

Growth $32 $39 $44 $27 $29 $31 $33 $35 Maintenance $28 $21 $23 $22 $24 $25 $26 $28

Total $60 $60 $66 $49 $53 $56 $60 $63 (6.6%) 6.5%

Capex (% of sales) 6.6% 6.2% 6.5% 4.7% 4.6% 4.6% 4.6% 4.6% Growth Capex (% of capex) 53.0% 64.5% 65.9% 55.2% 55.4% 55.6% 55.7% 55.9% NWC (% of sales) 6.6% 9.0% 6.7% 14.0% 14.0% 14.0% 14.0% 14.0%

Source: Financial Forecast provided by the Company

Note: Historical data shown PF Banner as per _2.1.4 Banner _Historical PL.xlsx_ and _5.1.2 Banner Presentation -Sept. 24, 2012.pdf_; 2013E shown PF impact from OE savings, site closures, unrealized Banner synergies and bonus reversals; Corporate expenses allocated between CMO, PDS and Banner based on revenue contribution.

PROJECT CALCULUS 17

Financial Forecast Versus Street Consensus

Revenue (31-Oct Year End) Adjusted EBITDA (31-Oct Year End)

(US$ millions) (US$ millions)

Financial Forecast Street Consensus Financial Forecast Street Consensus $1,218 Financial Forecast Margin Street Margin $1,144 $230 $1,122 $204 $1,057 $1,014 $178 $173 $141 18.9% 17.8% 16.8% 13.9% 15.4% n.a. n.a.

PF FY2014E FY2015E PF FY2014E FY2015E FY2013E FY2013E

Source: Financial Forecast provided by the Company, Street consensus estimates

PROJECT CALCULUS 18

Industry Perspectives

Benchmarking Industry Growth Statistics

Financial Forecast 2012A—2017E Industry Growth Forecasts _

Third Party Research Forecasts Revenue CAGR By Segment Patheon Management Presentation

Revenue EBITDA CMO

19.7% 16.9% 25.9% Patheon CMO

Revenue CAGR (‘12A-‘17E): 6.5% PDS CRO

Patheon Banner Revenue

CAGR (‘12A-‘17E): 5.1% Patheon PDS Revenue CAGR (‘12A-‘17E): 6.8%

11.0%

9.0% 6.8% 7.0% 7.0% 6.6%

6.5% 6.0% 6.3% 6.1% 5.5% 6.3%

5.1%

3.4%

CMO PDS Banner 2012A—2017E 2012A—2016E 2012A—2014E 2010A—2018E 2012A—2017E 2011A— 2016E 2011A—2016E 2012A—2017E 2012A—2016E 2013E—2016E 2010A-2015E CMO PDS U.S. Soft-Gel GBI Research Frost & Sullivan PharmSource PharmSource Jefferies Parexel Sterne Agee Wells Fargo

Industry Competitive Landscape

Contract Manufacturing Outsourcing Pharmaceutical Development Services Soft-Gel Drug Delivery

32%

11% All 10% Others

All

Others 5% 73% 9% All 16%

79% Others

5% 41%

8%

11%

$14B Market Size (2012A) $2B Market Size (2012A) $6B Market Size (U.S.) (2012A)

Sources: Company filings; Company confidential information package; Company management presentation as of October 2, 2013; Company market intelligence presentation; _Global Pharmaceutical Contract Manufacturing Market,_ Frost & Sullivan, August 2013; GBI Research, April 2012; Jefferies equity research, March 2013; Wells Fargo equity research, September 2011; Sterne Agee equity research, June 2013; and PAREXEL International Investor Day Presentation, June 2013.

PROJECT CALCULUS 19

Business Mix Perspectives

US$ millions

PF 2010A PF 2013E 2017E

FY2010A -$909 FY2013E—$1,057 FY2017E—$1,376

26% 24% 25% CMO

PDS

60% 62% 61%

Revenue Banner 14%

14% 14%

FY2010A -$116 FY2013E—$178 FY2017E—$287

16% 17%

EBITDA 21%

CMO

PDS 51% 20%

Banner 21% 63% 63%

Adjusted 28%

Source: Company data, Financial Forecast provided by the Company Note: 2010A is shown PF Banner acquisition.

PROJECT CALCULUS 20

Company Overview and Capital Markets Profile

Financial Forecast Review and Benchmarking

? Consolidated Forecast? CMO Forecast? PDS Forecast? Banner Forecast? Other Considerations

Financial Perspectives

Summary Perspectives

PROJECT CALCULUS

CMO _ Financial Forecast Themes

Diversification Contract Cycle

Revenue by Product (YTD 2Q_13) Revenue by Customer (1) (2014E) Revenue Under Contract

97%

80%

65%

2014E 2015E 2016E

Source: Company data

1. 2014E customer details for revenue under contract Source: Data per management estimates provided on October 2, 2013

Manufacturing Capabilities Product Mix/Gross Margins

PhIII ORAL Complex ORAL Patheon can make 50% Sterile Compounds Compounds Patheon cannot make 45% (261) (108)(1) Lyo Vials(1) Non-Sterile Cytotoxic 40% Other Sterile Vaccine (2 ) 35% Complex Sterile Liquid Vials 30% Pre-Filled Syringes Controlled Substance AVG. CMO GROSS MARGIN

(41%)

Margin 25% Capsules Non-Coated Tablets Coated Tablets Controlled Release 20% Other Non-Sterile Hormone Gross 15% Biologic Product #365 10% Powders / Granulations

Simple

Potential High Potency

(59%) 5%

Fixed Dose Combination Sterile Liquid Ampoules

0%

Potential Low Solubility 050 100 150 200

) (3 Revenue ($M)

Orals Complex

Source: Company data

Source: Company data 1. Excludes Product #365 (lyo vial); 2. Gross margin based on 2013 budget and standard costs, excluding D&A and other / 1. Select compounds may be included in more than one category pro forma adjustments; 3. Excludes other / miscellaneous revenue

PROJECT CALCULUS 22

CMO _ Financial Forecast as Provided by Company

Acutal (Pro Forma) Pro Forma Projected CAGR (US$ millions) FY2010A FY2011A FY2012A FY2013E FY2014E FY2015E FY2016E FY2017E 10A-13E 13E-17E Revenue $545 $573 $613 $655 $705 $747 $792 $840 6.3% 6.4%

% Growth — 5.0% 7.1% 6.8% 8.0% 6.0% 6.0% 6.0%

Cost of Goods Sold (excl. D&A)

Raw Materials $123 $122 $135 $142 $153 $162 $172 $182 Inventory/API Provisions $6 $8 $9 $7 $8 $8 $9 $10 Direct Labor $76 $80 $91 $91 $98 $104 $110 $117 Factory Overhead $153 $164 $168 $159 $165 $170 $175 $181 Quality $50 $52 $57 $57 $61 $63 $66 $69 Technical Affairs / PDSS $4 $4 $3 $5 $5 $5 $5 $5

Total Cost of Goods Sold (excl. D&A) $412 $430 $463 $461 $489 $513 $537 $563 3.8% 5.1%

COGS (% of revenue) 75.6% 75.2% 75.6% 70.5% 69.4% 68.6% 67.8% 67.1%

Gross Margin (excl. D&A) $133 $142 $150 $193 $216 $235 $255 $277 13.3% 9.4%

Gross Margin (%) 24.4% 24.8% 24.4% 29.5% 30.6% 31.4% 32.2% 32.9%

SG&A (excl. D&A and stock comp) $59 $58 $54 $57 $59 $60 $62 $63 3.9% 3.7%

SG&A (% of revenue) 13.5% 12.8% 12.3% 12.6% 12.6% 12.2% 11.7% 11.4%

R&D — — — — — — — —

Other Expense (Income) $1 ($2) $1 ($0) — — — —

Segment Adj. EBITDA $73 $87 $95 $136 $157 $174 $193 $213 23.1% 11.8%

% Margin 13.4% 15.1% 15.5% 20.8% 22.3% 23.3% 24.4% 25.4%

Corporate G&A Allocation ($14) ($15) ($21) ($25) ($30) ($31) ($31) ($32)

Segment Adj. EBITDA (Post-Allocation) $59 $71 $74 $111 $127 $144 $162 $181 23.6% 12.9%

% Margin 10.8% 12.5% 12.0% 17.0% 18.0% 19.2% 20.4% 21.6%

Total D&A $49 $46 $35 $32 $35 $37 $39 $42

Adj. EBIT $10 $25 $39 $79 $92 $107 $123 $140

% Margin 1.8% 4.4% 6.3% 12.1% 13.0% 14.3% 15.5% 16.6%

Capital Expenditure

Growth $20 $29 $35 $20 $22 $23 $24 $26 Maintenance $19 $10 $12 $15 $16 $17 $18 $19

Total $39 $38 $47 $35 $38 $40 $42 $45 (3.6%) 6.5%

Capex (% of sales) 7.1% 6.7% 7.7% 5.3% 5.3% 5.3% 5.3% 5.3% Growth Capex (% of capex) 52.0% 74.4% 74.1% 57.6% 57.6% 57.6% 57.7% 57.8%

Source: Financial Forecast provided by the Company

Note: 2013E shown PF impact from OE savings, Caugas site closure and bonus reversals; Corporate expenses allocated between CMO, PDS and Banner based on revenue contribution.

PROJECT CALCULUS 23

CMO _ Benchmarking the Financial Forecast

Revenue Growth EBITDA (1) Growth

Historical (2010A _ 2012A CAGR) Estimates (2012A _ 2014E CAGR) Historical (2010A _ 2012A CAGR) Estimates (2012A _ 2014E CAGR)

12.8% 31.1%

7.2% 8.7%

6.0% 13.8%

11.8% 10.7%

Patheon CMO Median of (2) Patheon CMO Median of (2) Patheon CMO Median of (2) Patheon CMO Median of (2) Comparable CMOs Financial Forecast Comparable CMOs Comparable CMOs Financial Forecast Comparable CMOs

EBITDA (1) Margin Capital Intensity (3)

2012A 2014E 2012A 3 Yr Avg 2014E 2014E

20.5%

18.0% 18.6%

7.7% 6.4% 7.0% 12.0% 5.3%

Patheon CMO Median of Patheon CMO Median of Patheon CMO Median of Patheon CMO Median of

(2) (2) (2) (2)

Comparable CMOs Financial Forecast Comparable CMOs Comparable CMOs Financial Forecast Comparable CMOs

Source: Company filings, Financial Forecast provided by the Company

1. Includes Corporate G&A allocation; excludes synergies and repositioning expenses

2. Average of CMOs based on calendarized financial metrics. CMOs include Albany Molecular Research, Biocon, Cambrex, Cangene, Jubilant Life Sciences and LonzaGroup

3. Capital intensity defined as capital expenditures divided by revenue

PROJECT CALCULUS 24

Company Overview and Capital Markets Profile

Financial Forecast Review and Benchmarking

? Consolidated Forecast? CMO Forecast? PDS Forecast? Banner Forecast? Other Considerations

Financial Perspectives

Summary Perspectives

PROJECT CALCULUS

PDS _ Financial Forecast Themes

Diversification Projects

Revenue by Product (YTD Q2_13) 2014E PDS Revenue

Source: Company data Source: Company data

Full Spectrum of Drug Development Services Strong Pipeline

n Clinical trial material manufacturing and packaging PDS Backlog CMO Revenue by Source

+$100 0+MM mm n Pre-formulationn Analytical developmentn Formulationn Stabilityn Scale-up and validationn Product registration PDS Backlog

Source: Data per management estimates provided on October 2, 2013

PROJECT CALCULUS 26

PDS _ Financial Forecast as Provided by Company

Acutal (Pro Forma) Pro Forma Projected CAGR (US$ millions) FY2010A FY2011A FY2012A FY2013E FY2014E FY2015E FY2016E FY2017E 10A-13E 13E-17E Revenue $126 $127 $138 $147 $162 $171 $182 $193 5.3% 7.0%

% Growth — 1.2% 8.7% 6.1% 10.0% 6.0% 6.0% 6.0%

Cost of Goods Sold (excl. D&A)

Raw Materials $1 $1 $2 $2 $2 $2 $2 $2 Inventory/API Provisions $0 $0 $0 $0 $0 $0 $0 $0 Direct Labor $5 $6 $6 $7 $7 $8 $8 $9 Factory Overhead $20 $23 $23 $22 $24 $25 $27 $28 Quality $10 $12 $11 $10 $11 $12 $12 $13 Technical Affairs / PDSS $41 $46 $46 $44 $46 $48 $51 $54

Total Cost of Goods Sold (excl. D&A) $77 $88 $89 $85 $91 $96 $101 $107 3.1% 5.9%

COGS (% of revenue) 61.5% 69.1% 64.2% 57.8% 56.0% 55.9% 55.7% 55.5%

Gross Margin (excl. D&A) $48 $39 $49 $62 $71 $76 $81 $86 8.5% 8.4%

Gross Margin (%) 38.5% 30.9% 35.8% 42.2% 44.0% 44.1% 44.3% 44.5%

SG&A (excl. D&A and stock comp) $14 $17 $19 $20 $20 $21 $21 $22 13.0% 3.5%

SG&A (% of revenue) 13.9% 15.7% 16.9% 17.2% 16.7% 16.1% 15.6% 15.0%

R&D — — — — — — — —

Other Expense (Income) ($2) ($1) $0 ($1) — — — —

Segment Adj. EBITDA $36 $24 $31 $43 $51 $55 $59 $64 4.2% 11.1%

% Margin 28.7% 19.0% 22.2% 29.2% 31.5% 32.1% 32.7% 33.3%

Corporate G&A Allocation ($3) ($3) ($5) ($6) ($7) ($7) ($7) ($7)

Segment Adj. EBITDA (Post-Allocation) $33 $21 $26 $37 $44 $48 $52 $57 4.2% 11.1%

% Margin 26.1% 16.3% 18.8% 25.4% 27.3% 28.0% 28.8% 29.5%

Total D&A $6 $6 $5 $4 $4 $5 $5 $5

Adj. EBIT $27 $15 $21 $33 $40 $43 $47 $51

% Margin 21.4% 11.7% 15.3% 22.6% 24.5% 25.3% 26.0% 26.7%

Capital Expenditure

Growth $7 $5 $3 $3 $4 $4 $4 $5 Maintenance $2 $4 $2 $3 $3 $3 $3 $3

Total $9 $9 $5 $6 $7 $7 $7 $8 (11.5%) 7.0%

Capex (% of sales) 6.9% 6.9% 3.4% 4.1% 4.1% 4.1% 4.1% 4.1% Growth Capex (% of capex) 78.3% 55.3% 68.3% 57.6% 57.6% 57.6% 57.7% 57.8%

Source: Financial Forecast provided by the Company

Note: 2013E shown PF impact from OE savings and bonus reversals; Corporate expenses allocated between CMO, PDS and Banner based on revenue contribution.

PROJECT CALCULUS 27

PDS _ Benchmarking the Financial Forecast

Revenue Growth EBITDA (1) Growth

Historical (2010A _ 2012A CAGR) Estimates (2012A _ 2014E CAGR) Historical (2010A _ 2012A CAGR) Estimates (2012A _ 2014E CAGR)

11.1% 9.7%

8.1% 30.2%

4.8% 21.8% 11.1%

Patheon PDS Median of Patheon PDS Median of Patheon PDS Median of Patheon PDS Median of

(2) (2) (2) (2)

Comparable CROs Financial Forecast Comparable CROs Comparable CROs Financial Forecast Comparable CROs (11.1%)

EBITDA (1) Margin Capital Intensity (3)

2012A 2014E 2012A 3 Yr Avg 2014E 2014E

27.3%

18.8%

16.3% 12.6%

3.4% 4.0% 4.1% 4.5%

Patheon PDS Median of (2) Patheon PDS Median of (2) Patheon PDS Median of Patheon PDS Median of

(2) (2)

Comparable CROs Financial Forecast Comparable CROs Comparable CROs Financial Forecast Comparable CROs

Source: Company filings, Financial Forecast provided by the Company

1. Includes Corporate G&A allocation; excludes synergies and repositioning expenses

2. Average of CROs based on calendarized financial metrics. CROs include Charles River Laboratories, Covance, Quintiles, Parexel, ICON and WuXi

3. Capital intensity defined as capital expenditures divided by revenue

PROJECT CALCULUS 28

Company Overview and Capital Markets Profile

Financial Forecast Review and Benchmarking

? Consolidated Forecast? CMO Forecast? PDS Forecast? Banner Forecast? Other Considerations

Financial Perspectives

Summary Perspectives

PROJECT CALCULUS

Banner _ Financial Forecast Themes

Customers / Products Product Portfolio

Customers _ traditional pharmaceuticals, major retail pharmacy chains n Largely private label OTC and nutritional products

n

n 7 proprietary soft-gel technologies

Source: Company data

Concentration Pipeline

Revenue by Product (2014E) Product Filing Date Expected Approval

Rx December 2010 November 2013 OTC June 2011 January 2014 Rx January 2011 January 2014 Rx November 2012 November 2015 Rx May 2010 January 2017

Source: Company data Source: Company data

PROJECT CALCULUS 30

Banner _ Financial Forecast as Provided by Company

Acutal (Pro Forma) Pro Forma Projected CAGR (US$ millions) FY2010A FY2011A FY2012A FY2013E FY2014E FY2015E FY2016E FY2017E 10A-13E 13E-17E Revenue $237 $261 $269 $255 $277 $299 $322 $344 2.4% 7.8%

% Growth 8.5% 9.9% 3.1% (5.2%) 8.7% 8.0% 7.5% 7.0%

Cost of Goods Sold (excl. D&A)

Raw Materials $96 $110 $115 $103 $114 $123 $132 $141 Inventory/API Provisions $2 $2 $2 $2 $2 $2 $3 $3 Direct Labor $22 $25 $26 $20 $21 $23 $25 $27 Factory Overhead $35 $40 $42 $33 $35 $38 $41 $43 Quality $16 $18 $19 $15 $16 $17 $18 $19 Technical Affairs / PDSS — — — — — — — —

Total Cost of Goods Sold (excl. D&A) $170 $195 $203 $173 $189 $203 $218 $232 0.5% 7.7%

COGS (% of revenue) 71.8% 74.8% 75.6% 67.9% 68.1% 67.9% 67.7% 67.5%

Gross Margin (excl. D&A) $67 $66 $65 $82 $88 $96 $104 $112 7.0% 8.1%

Gross Margin (%) 28.2% 25.2% 24.4% 32.1% 31.9% 32.1% 32.3% 32.5%

SG&A (excl. D&A and stock comp) $25 $28 $28 $28 $28 $30 $31 $32 6.0% 4.7%

SG&A (% of revenue) 13.2% 13.5% 13.8% 14.7% 14.5% 14.0% 13.5% 13.1%

R&D $12 $15 $14 $14 $15 $16 $17 $18

Other Expense (Income) ($1) ($1) ($1) $1 — — — —

Segment Adj. EBITDA $30 $24 $25 $39 $45 $50 $56 $62 6.1% 13.8%

% Margin 12.8% 9.4% 9.2% 15.2% 16.2% 16.9% 17.5% 18.0%

Corporate G&A Allocation ($6) ($7) ($9) ($10) ($12) ($12) ($13) ($13)

Segment Adj. EBITDA (Post-Allocation) $24 $17 $15 $29 $33 $38 $43 $49 6.1% 13.8%

% Margin 10.2% 6.7% 5.7% 11.4% 11.9% 12.7% 13.5% 14.2%

Total D&A $9 $10 $10 $12 $11 $12 $13 $14

Adj. EBIT $15 $8 $6 $17 $22 $26 $30 $35

% Margin 6.5% 2.9% 2.2% 6.8% 7.9% 8.7% 9.4% 10.1%

Capital Expenditure

Growth $5 $5 $5 $4 $4 $4 $5 $5 Maintenance $7 $7 $7 $3 $3 $3 $3 $4

Total $12 $12 $13 $6 $7 $7 $8 $9 (18.2%) 7.7%

Capex (% of sales) 4.9% 4.6% 4.8% 2.5% 2.5% 2.5% 2.5% 2.5% Growth Capex (% of capex) 42.7% 42.5% 42.2% 57.6% 57.6% 57.6% 57.7% 57.8%

Source: _2.1.4 Banner _Historical PL.xlsx_, _5.1.2 Banner Presentation—Sept. 24, 2012. pdf_, Financial Forecast provided by the Company

Note: Historical COGS breakdown based on 2013E COGS split; 2013E shown PF impact from unrealized Banner synergies, OE savings, Olds site closure and bonus reversals; Corporate expenses allocated between CMO, PDS and Banner based on revenue contribution

PROJECT CALCULUS 31

Banner _ Benchmarking the Financial Forecast

Revenue Growth EBITDA (1) Growth

Historical (2010A _ 2012A CAGR) Estimates (2012A _ 2014E CAGR) Historical (2010A _ 2012A CAGR) Estimates (2012A _ 2014E CAGR)

12.8%

8.7% 46.2% 6.4%

13.8% 10.7% 1.5%

Patheon—Bann er Average of Patheon Banner Average of Patheon—Banner Average of Patheon Banner Average of (2) (2) Comparable CMOs (2) Financial Forecast Comparable CMOs (2) Comparable CMOs Financial Forecast Comparable CMOs (20.3%)

EBITDA (1) Margin Capital Intensity (3)

2012A 2014E 2012A 3 Yr Avg 2014E 2014E

20.5%

18.6%

7.0% 11.9% 6.4% 4.8% 5.7% 2.5%

Patheon—Banner Average of (2) Patheon Banner Average of (2) Patheon—Banner Average of Patheon Banner Average of

(2) (2)

Comparable CMOs Financial Forecast Comparable CMOs Comparable CMOs Financial Forecast Comparable CMOs

Source: Company filings, Financial Forecast provided by the Company

1. Includes Corporate G&A allocation; excludes synergies and repositioning expenses.

2. Average of CMOs based on calendarized financial metrics. CMOs include Albany Molecular Research, Biocon, Cambrex, Cangene, Jubilant Life Sciences and Lonza Group.

3. Capital intensity defined as capital expenditures divided by revenue.

PROJECT CALCULUS 32

Company Overview and Capital Markets Profile

Financial Forecast Review and Benchmarking

? Consolidated Forecast? CMO Forecast? PDS Forecast? Banner Forecast? Other Considerations

Financial Perspectives

Summary Perspectives

PROJECT CALCULUS

Foreign Exchange Considerations

? The Company_s Financial Forecast was built with a flat FX assumption, based on exchange rates as at June 2013

Foreign Exchange Historical and Forecast Foreign Exchange Sensitivity _ 2014E

USD / EUR (1)

2013 2017 US$ millions At Original Rates Impact of Mark -to-Market on Plan

1.5

Financial Forecast 1.3000x 1.3000x

Spot 1.3496x 1.3496x Cost Revenue Net Pre-Tax

2014E Revenue—2014E Costs -

1.3 US$1,143.8 mm US$939.8 mm Increase Increase Impact

3% Consolidated (11.6) 14.0 2.4

1.1 2% 0% 0%

USD / CAD

1.1 2013 2017 USD EUR (9.6) 13.1 3.5

Financial Forecast 0.9600x 0.9600x 20% Spot 0.9579x 0.9579x GBP

3% GBP (3.9) 2.0 (1.9)

1.0 EUR 30%

43%

MXN 62% JPY (0.0) 0.9 (0.0) —

USD / GBP CAD 27%

JPY CAD (0.1) 0.4 0.3

1.8 2013 2017 3%

Financial Forecast 1.5200x 1.5200x

Spot 1.6118x 1.6118x 7%

1.6 Source: Company data MXN (1.1) 1.5 0.4

1.4 EBITDA Bridge Analysis

MXN / USD US$ millions FY2014E FY2015E FY2016E FY2017E

16.0 2013 2017

Financial Forecast 12.30x 12.30x

14.0 Spot Financial Forecast

12.93x 12.93x

Revenue $1,144 $1,218 $1,295 $1,376 12.0 Adjusted EBITDA $204 $230 $257 $287 10.0 Mark-to-Market (FX) (1) JPY / USD Revenue $14 $15 $16 $17

110.0

Adjusted EBITDA $2 $3 $3 $3 90.0 2013 2017 Financial Forecast—FX Adjusted

Financial Forecast 101.15x 101.15x

Revenue $1,158 $1,233 $1,311 $1,393

70.0 Spot 100.19x 100.19x

2011 2012 2013 2014 2015 2016 2017 Adjusted EBITDA $206 $233 $261 $290

Source: Bloomberg, Financial Forecast provided by the Company

1. Revenue and Adjusted EBITDA adjusted to reflect spot FX pricing as at 15-Nov-13.

PROJECT CALCULUS 34

Other Considerations

The Company_s Working Capital Assumption The Company_s Tax Assumption? The Company_s Financial Forecast assumes net working capital as a ? The Company is currently organized through 25 legal entities and files tax percentage of Revenue is consistent over Forecast Period returns in 11 jurisdictions

? Net working capital estimated at 14.0% of revenue, an increase to the ? Company is currently a tax payer in only four jurisdictions, including Italy, Company_s historical run rate of approximately 7.5% Netherlands, Japan and Mexicon Increase primarily related to significant working capital requirements at ? Tax planning strategies include the use of net operating loss carry forwards, the Banner segment due to inventory requirements to support retail R&D credits and _double -dip_ tax shields, and are expected to keep cash distribution taxes at a minimum throughout the Forecast Period? Net working capital of US$146 mm at July 31, 2013 equal to approximately n Sufficient tax assets and other tax strategies implemented to maintain 14% of annualized Q2 and Q3 FY2013A revenue low marginal tax rates beyond Forecast Periodn Q2 and Q3 F2013A are the only two quarters with 100% revenue ? Management estimates 20% marginal cash tax rate in Forecast Period; contribution from Banner (i.e. no stub period) 22.5% marginal cash tax rate in Terminal Period

? FY2013E _ FY2015E estimated cash taxes are illustrated below

(US$ millions) Historical Forecasted Implied Cash Tax Rate

FY2010A FY2011A FY2012A Q3 FY2013A FY2014E

FY2013E FY2014E FY2015E

Current Assets (1)

(US$ mm) (US$ mm) (US$ mm)

Accounts Receivable $140 $158 $162 $182

Inventory $73 $82 $82 $144 Revenue $1,057 $1,144 $1,218

Income taxes receivable $6 $3 $0 $21

Prepaid Expenses $10 $11 $12 $22 Adjusted EBITDA 150 204 230

(2) D&A (52) (52) (55)

Current Liabilities

(1) (42) (42) (42)

Accounts Payable ($157) ($182) ($186) ($206) Interest Expense

Income taxes payable ($0) — ($6) ($2) EBT $56 $111 $133 Deferred Revenues ($27) ($9) ($14) ($15) Cash Taxes 10.0 (2) 20.0 (2) 26.7 Net Working Capital $45 $63 $51 $146 $160

(3) (3)

Actual Patheon Revenue $671 $700 $752 $1,039 $1,144 Implied Cash Tax Rate 17.7% 18.1% 20.0%

NWC—% Revenue 6.6% 9.0% 6.7% 14.0% 14.0%

Source: Company filings, Financial Forecast provided by the Company Source: Company filings, Financial Forecast provided by the Company 1. Excl. “Deferred tax assets-short term” of $9.0mm, $8.1mm, $4.3mm & $6.6mm in FY2010-Q3 FY2013A, respectively 1. LTM net interest expense as at 31-Jul-13 2. Excl. “Deferred tax liabilities-short term” of $0.3mm in Q3 FY2013A 2. Based on Patheon Management estimate 3. Q2-Q3 FY2013A annualized revenue 3. Patheon Management estimate for FY2015E-FY2017E

PROJECT CALCULUS 35

Company Overview and Capital Markets Profile Financial Forecast Review and Benchmarking Financial Perspectives Summary Perspectives

PROJECT CALCULUS

Approach to Financial Perspectives

Financial Perspectives

Discounted Cash Flow Precedent Transactions Comparable Trading

Fundamentals Fundamentals Fundamentals? Evaluates business as a going concern ? Analysis of precedent CMO, CRO and ? Analysis based on publicly -traded based on expected unlevered free cash other pharmaceutical service transactions _comparable_ CMO / CRO market flows Advantages participants? Synergies estimated (as provided by ? Reflects strategic investors_ perception of Advantages Company) and incorporated the business? Reflects current trends in market prices Advantages? Provides objective information and profitability / growth of _similar_ Free cash flow projections capture ? Generally includes a control premium companies? Disadvantages

Company specific long-term business ? Availability of public and objective financial outlook? Different perceptions of risk and returns information? Reflects improvement opportunities, allows ? Limited information on _comparable_ Disadvantages for adjustments for non-recurrent events transactions? Limited number of direct comparables Riskiness and of cash flows ? Economic backdrop at time of ? duration Comparable companies different _comparable_ transaction can be different? may have reflected in weighted average cost of business prospects and capital structures capital? Could be affected by exogenous market

Disadvantages events? Subjected to different perceptions of the ? Does not include a control premium Company_s future performance? Requires an in-depth understanding of the Company and underlying business drivers

PROJECT CALCULUS 37

Capital Structure Considerations

Description Implications? 140.9 mm basic RVS outstanding as at July 31, 2013

Restrictedn 146.7 mm after adjusting for ITM options (Treasury stock method)? n.a.

Voting Shares? Shareholders entitled to elect six of nine Directors of the Company? 150,000 Preferred Shares outstanding (100% held by JLL) as at July 31, 2013

Series D? Entitles JLL to designate three Directors of the Company? No value ascribed based on Special Voting ? On liquidation, dissolution or winding -up of the Company, holders of each Preferred Share receive minimal liquidation value and Preferred Shares C$0.0001 non-transferability (1)? Not transferable, except to an affiliate of JLL? Senior Secured Term Loan - Floating LIBOR plus 6.00% with LIBOR floor of 1.25% due December 14, 2018n US$570.7 mm outstanding as at July 31, 2013? Senior Secured Revolving Facility - US$85 mm maturing December 14, 2017, bearing interest Net Debt ranging from 5.8% to 7.75%? Face value of Debt less book (Debtless Cash)n US$42.3 mm outstanding as at July 31, 2013 value of Cash and equivalents? Italian BankLoans _Two loans outstanding as at July 31, 2013n Loan 1: Subsidized loan of US$7.0 mm, interest rate of 0.5%, maturity date of June 30, 2020 n Loan 2: US$1.0 mm with interest rate of Euribor 6-month +7.1%, maturity date of June 30, 2020? Cash and equivalents - US$40.9 mm as atJuly 31, 2013? Defined benefit pension plan deficit (US$22.3 mm), Other post-employment benefit deficit (US$7.8 mm) and unfunded termination indemnities (US$5.7 mm)? October 31, 2012 book value

Pension Liability

(tax affected)? No significant changes in plan deficits since October 31, 2012 actuarial valuations? Holds 18% interest in two Italian entities known as BSP Pharmaceuticals with recorded book value of US$9 mm

Investments ? Book valuen 2013 EBITDA estimated at ~€20 mm, with estimated net debt of €28.3 mm? Immaterial interests in certain U.S. retirement plans Financial ? Foreign exchange forward contracts and collars? Net liability position of US$2.8 mm as at July 31, 2013? Book value

Instruments significant? No changes in related underlying exchange rates since July 31, 2013

Source: Company filings

1. MI 61-101 defines _fair market value_ as the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act

PROJECT CALCULUS 38

Company Overview and Capital Markets Profile Financial Forecast Review and Benchmarking Financial Perspectives

? DCF Analysis? Precedent Transaction Analysis? Comparable Trading Analysis

Summary Perspectives

PROJECT CALCULUS

Discounted Cash Flow Analysis _ Assumptions

Key Assumptions Terminal Growth Rate

Precedent Fairness Opinions OECD Economic Data Street Consensus? FY2014E _ FY2017E projections based on the Company_s Operating Financial Forecast Real Nominal

Assumptions 3.90% 3.90% 4.00%

? Assumed US$25 mm of unlevered free cash flow in Q4

FY2013E, as per Patheon Management 3.50%

3.20%

? Discounted to November 15, 2013 Selected Terminal Growth Rate Range: 2.25% -2.75%

Discount ? Mid-year discounting applied 2.50%

Period 2.00% 2.00%

Four year ending 2.20% 2.10% 1.50% ? Forecast Period, October 31, 2017 2.00% ? Selected WACC range of 10.25%—11.25%

Discount 1.00% 1.00% 1.00%

Rate? Based on comparable beta analysis and adjustments for size —premium

PPD / Kendle / inVentiv / OECD -(1) OECD—(1) OECD -(1) Street CMO Street CRO H&F, INC THL Canada United States Europe Industry Industry

? Based on perpetual growth of normalized terminal year Carlyle Forecast Forecast

Terminal Value unlevered free cash flow Source: Company filings, OECD Economic Outlook _ May 2013, Consensus estimates Terminal 1. Represent 2018-2030 Real GDP CAGR plus estimated Inflation rates? growth rate range of 2.25%—2.75% assumed

MI 61-101 Approach to Synergies

Capex? 4.5% annual capital intensity into perpetuity? Flat cash tax rate of 20% in the Forecast Period? Assess any _distinctive material benefit that might accrue to an Tax transaction _ interested party as a consequence of the ? 22.5% cash tax rate in Terminal Period as per the Company_s assumptionn Required to be disclosed in our Valuation

Net Working? Net working capital requirements of 14% of revenue as per ? Assess what synergies should be included in the Valuation

Capital the Company_s assumption Guiding principal is the conceptn of _Fair Market Value_? 50% of pre-tax net Company estimated synergies included _ The monetary consideration that, in an open and unrestricted Synergies mm on a run-rate basis(1) market, a prudent and informed buyer would pay to a prudent and ? 50% of US$44.1 informed seller, each acting at arm’s length with the other and under no compulsion to act? Repositioning expenses provided by the Company for

Repositioning

FY2014E and FY2015E associated with closure of Olds,

Expenses

Caugas and Swindon facilities

FX? Spot FX rates

1. Information received by or on behalf of JLL and the Company

PROJECT CALCULUS 40

Synergy Perspectives

Synergy Summary (1)

US$ millions Synergy Estimates (Provided by Company management and JLL) Synergy Category FY2014E FY2015E FY2016E Description

1. Procurement $1—$2 $6—$8 $13—$16—Procurement savings through increased volumes and strategic sourcing

2. G&A 7—9 13 13—Cost base rationalizations

3. IT 2—3 6—8 7—11—Savings resulting from tech outsourcing and system alignment

- Leadership savings Leadership,

4. 3—5 5—8 5—8—Office space rationalizations Public Company Costs, Facilities

- Patheon public company costs

Total Synergies $13—$19 $30—$37 $38—$48 One-Time Costs to Realize Synergies

Synergy Category FY2014E FY2015E FY2016E Description

1. Procurement $3—$4 $0.5—$1 $0

2. G&A 3—4 0 0—One-time costs associated with realizing above synergies

3. IT 3—4 1—2 0

4. Leadership 2—4 0 0—Cost base rationalization implementation costs

Total One-Time Costs $11—$16 $1.5—$3 $0 Total Net Synergies $2—$3 $28.5—$34 $38—$48

1. Information received by or on behalf of JLL and the Company

Selected Precedent Transaction Analysis Minimum Synergies _ Strategic Buyer

Ann. Target / EV Synergies / ? A strategic buyer could reasonably be expected to accrue ~US$10 mm of synergies

Description

Date Acquiror (US$) PF EBITDA from executive compensation and board fees following a transaction with the Company (exclusive of integration costs)? $44.1 mm run-rate annual pre-tax Pending Patheon / JLL $2.0 bn 18.8% synergies Synergy Description Amount? 2014E Adjusted EBITDA of $235.0 mm (1)

(US$ mm)

Executive compensation (inclusive of stock based rewards) (1) $7.5? $12.5 mm or 9.8% (Announced synergies)

(2) (1)

Banner / 9.8% 15.1% ? $19.2 mm or 15.1% (Realized synergies) Director compensation (inclusive of stock based rewards) 1.5

Oct-12 $269 mm

Patheon? Cost base rationalizations Other public company costs(2) 1.4? Other operational synergies Total $10.4 Aptuit (Clinical Aug-11 Trial Business) $407 mm 4.0% ? n.a. Source: Company filings, Patheon Management estimates

/ Catalent 1. From Company_s Management Information Circular dated 4-Mar-13? $20.0 mm 2. Other public company costs exclusive of board fees Dow Pharma / ? Core R&D savings Dec-08 $308 mm 11.7% Valeant? Non-core R&D, G&A and facility consolidation 1. 2014E Pro Forma for 2012A DSM DPP EBITDA (EUR 23 mm) as per Patheon Management presentation; converted from EUR to USD at a rate of 1.3496x

2. Provided by Company Management

PROJECT CALCULUS 41

Weighted Average Cost of Capital Analysis

Comparable Beta Analysis Illustrative Cost of Capital

In US$ million unless otherwise noted

Company Beta R2 Total Debt(1) Equity Value(2) Debt Ratio Tax Rate Beta (3) Selected Beta ²U = 0.90 ²U = 1.05 ²U = 1.20 Levered Unlevered

Covance 0.95 0.23 $515 $5,027 9% 35% 0.89 Cost of Debt

Nominal Risk Free Rate (4) 2.70% 2.70% 2.70%

Lonza Group 0.62 0.08 3,047 4,944 38% 22% 0.42

Borrowing Spread (5) 4.50% 4.50% 4.50%

Charles River 0.99 0.25 640 2,542 20% 35% 0.85

Country Risk Premium (6) — — —

Parexel Intn’l 0.86 0.13 501 2,499 17% 35% 0.76

Pre-tax Cost of Debt 7.20% 7.20% 7.20%

ICON 0.33 0.03—2,495 — 13% 0.33 Tax Rate 23% 23% 23% WuXi Pharma 1.66 0.31 55 2,340 2% 25% 1.63

After-Tax Cost of Debt 5.6% 5.6% 5.6%

Biocon 0.86 0.30 64 1,179 5% 30% 0.83 Cambrex 1.40 0.17 158 593 21% 35% 1.20

Cost of Equity

Albany Molecular Research 1.42 0.20 17 465 3% 35% 1.39 2.70% 2.70% 2.70% Nominal Risk Free Rate (4)

Jubilant Life Sciences 1.28 0.38 447 268 62% 30% 0.59 Equity Risk Premium (7) 6.11% 6.11% 6.11% Cangene (0.27) 0.01 — 163 — 27% (0.27) Country Risk Premium (6) — — —

Mean (R2 > 0.2) 1.19 $290 $1,970 17% 1.03 Size Premium (8) 1.73% 1.73% 1.73%

Selected Beta—Low 0.90 Selected Unlevered Beta 0.90 1.05 1.20 Selected Beta—High 1.20 Optimal Debt in Capital Structure 25% 25% 25% Levered Beta (3) 1.13 1.32 1.51

Patheon (B3 / B+) 0.77 0.03 $610 $836 42% 23% 0.49

Cost of Equity (9) 11.4% 12.5% 13.7%

Implied WACC (10) 9.9% 10.8% 11.6%

Source: Company filings, Bloomberg, BMO CM estimates

Note: Levered Betas are Bloomberg 5-year monthly raw Betas, unless otherwise noted; excludes Quintiles Transnational Holdings, due to limited historical trading data.

1. Total Debt (including preferred shares) at book value. 6. Assets and operations mainly located in the U.S. and Canada, not applicable.

2. Equity value as of 15-Nov-13. 7. BMO CM estimate based on data from Ibbotson Risk Premia Over Time report.

3. ²U = ²L / (1 + (1—tax rate) x Debt/Equity) . 8. BMO CM estimate based on data from Ibbotson Risk Premia Over Time report.

4. Yield on 10-year U.S. Treasury. 9. Cost of equity = risk free rate + ² x market risk premium + size premium + country risk premium.

5. BMO CM estimate of 10-year borrowing spread at the optimal capital structure. 10. WACC = debt/(debt + equity) x((1—tax rate) x cost of debt) + equity/(debt + equity) x cost of equity.

Selected WACC range of 10.25% to 11.25%

PROJECT CALCULUS 42

Discounted Cash Flow Analysis _ Financial Forecast

Discounted Cash Flow Summary Selected Range

Projected Fiscal Year Ending Oct-31 Sensitivity

Q4 2013E 2014E 2015E 2016E 2017E Terminal Low High

Adjusted EBITDA (US$ mm) $204 $230 $257 $287 $294 WACC (%) 11.25% 10.25% y-o-y growth 36.3% 12.7% 12.0% 11.4% 2.5% (%)

Terminal Growth Rate 2.25% 2.75% margin 17.8% 18.9% 19.9% 20.8% 20.8% (US$ mm)

PV of Projected CF $491 $500

Other Items: (US$ mm)

PV of Terminal Value 1,491 1,846

Less: Unlevered Cash Taxes (US$ mm) (30) (35) (40) (45) (52)

Enterprise Value (US$ mm) $1,981 $2,345

Add / (Less): Change in Working Capital (US$ mm) (12) (10) (11) (11) (5) (1)

Less: Net Debt (US$ mm) (580) (580)

Less: After-Tax Repositioning Expenses (US$ mm) (10) (6) — — —

Less: Preferred Shares (US$ mm) — —

Less: After-Tax Other Cash Payments (US$ mm) (7) — — — —

Less: Pension Solvency Deficit (US$ mm) (29) (29)

Add / (Less): Impact of After-Tax FX Forecast (US$ mm) 2 2 2 3 3

(1) Less: Fair Value of FX Liabilities (US$ mm) (3) (3)

Add: Realized After-Tax Net Synergies (US$ mm) 1 13 18 18 18

(2) Add: Proceeds from ITM Options (US$ mm) 30 30

Less: Capex (US$ mm) (53) (56) (60) (63) (63)

Capital Intensity 4.6% 4.6% 4.6% 4.6% 4.5% Add: Inv. in Unconsol. Affiliates (US$ mm) 9 9

(2)

Impled Equity Value (US$ mm) $1,408 $1,772

Unlevered Free Cash Flow (US$ mm) $25 $94 $137 $167 $188 $194

F.D. Shares Outstanding (mm) 152 152

Terminal Value (US$ mm) — — — — $2,351 —

Implied Equity Value per Share (US$ / sh) $9.27 $11.66

Assumptions: Present Value of Projected Cash Flows $495

WACC 10.75% Present Value of Terminal Value $1,652 1. Based on Face Value of debt

2. Balance sheet figures as at 31-Jul-13

Terminal Growth Rate 2.50% Enterprise Value $2,147

Sensitivity Analysis

Enterprise Value Implied Share Price Implied Terminal Multiple (3) Terminal Growth Rate Terminal Growth Rate Terminal Growth Rate WACC 2.25% 2.50% 2.75% WACC 2.25% 2.50% 2.75% WACC 2.25% 2.50% 2.75% 11.25% $1,981 $2,024 $2,069 11.25% $9.27 $9.55 $9.84 11.25% 7.1x7.3x7.5x 10.75% $2,098 $2,147 $2,199 10.75% $10.04 $10.36 $10.70 10.75% 7.5x7.7x8.0x 10.25% $2,230 $2,286 $2,345 10.25% $10.90 $11.27 $11.66 10.25% 8.0x8.2x8.5x

Source: Financial Forecast provided by the Company, JLL, Patheon Management

1. Net estimated synergies incorporated as per JLL and Patheon Management estimates; DCF incorporates 50% of after-tax net estimated synergies 2. 4.5% capital intensity in Terminal Period provided by Patheon Management

3. Terminal value rolled forward 6 months (to US$2,474) for purposes of calculating the implied terminal multiples

PROJECT CALCULUS 43

Discounted Cash Flow Analysis _ Key Sensitivities

Sensitivity to Financial Forecast

All figures in US$

$9.27 $10.36 $11.66

WACC: 11.25% to 10.25% TGR: 2.25% to 2.75% Implied Terminal Multiple: 7.1x to 8.5x

Implied FY2013E EBITDA ($151.7 mm): 13.1x to 15.5x Implied FY2014E EBITDA ($207.5 mm): 9.6x to 11.3x

Metric Benchmark Change Share Sensitivity

6.2%—8.3%

Revenue Growth + /—1.0% ($1.00) $1.03

in Forecast Period

WACC 10.75% + /—0.5% ($0.81) $0.91

17.8%—20.8%

EBITDA Margin—/ + 1.0% ($0.83) $0.83 in Forecast Period

(1)

FX Forecast Spot Rates—/ + 10.0% ($0.61) $0.61 $58.1 mm

Total Capex + /—10.0% ($0.38) $0.38

(Forecast Period average)

Terminal Period Tax Rate 22.5% + /—2.5% ($0.36) $0.36 Terminal Growth Rate 2.50%—/ + 0.25% ($0.32) $0.34

$44.1 mm (2) (2)

Synergies—/ + $10.0 mm ($0.31) $0.31

(Pre-Tax Run-Rate)

1. A 10% increase in FX forecast implies a 10% weakening of the USD against each of the EUR, CAD, GBP, MXN and JPY, respectively

2. 100% of realized pre-tax net run-rate synergies of US$44.1 mm are sensitized by +/-US$10.0 mm; DCF is incorporating 50% of pre-tax net run-rate net synergies

PROJECT CALCULUS 44

Company Overview and Capital Markets Profile Financial Forecast Review and Benchmarking Financial Perspectives

? DCF Analysis? Precedent Transaction Analysis? Comparable Trading Analysis

Summary Perspectives

PROJECT CALCULUS

Precedent Transactions

Contract Manufacturing Organizations

(7)

14.3x (4) 13.5x (3) 11.9x (5) 11.3x 11.2x

EV / 10.8x 10.1x 10.1x 9.4x 9.6x LTM 8.0x 8.1x EBITDA 6.5x 6.2x

Ann.

21-May-13 06-Mar-13 31-Dec-12 29-Oct-12 04-Oct-12 06-Aug-12 09-Jan-12 22-Aug-11 04-Apr-11 24-Feb-11 30-Apr-08 06-Feb-08 01-Aug-07 03-Aug-07 24-Apr-07 25-Jan-07 Median Date

Aptuit

Xellia Lancaster Xellia Brookwood Lipa Hollister Stier Target Althea JHP Pharma Banner Metrics Aenova BioReliance (Clinical Capsugel BASF Catalent Pharma Labs Pharma Pharma Pharma Labs Trial Bus.)

Warburg Mayne Sigma- CK

Acquiror Novo Group Ajinomoto Patheon BC Partners Catalent KKR Eurofins Dr. Reddy’s 3i Group SurModics Jubilant Blackstone Pincus Pharma Aldrich Life Sciences

Enterprise (1) (2) (6) $700 $175 $195 $269 $105 $618 $353 $407 $2,375 $200 $40 $395 $40 $100 $123 $3,217 $235 Value

EV /

- — — — — — 11.3x — — — — — — — — 11.3x

NTM EBITDA

LTM EBITDA Margin ——9.2% 31.2% 21.2% 23.5% 20.4% 28.0% 21.7% 15.0% 26.1% 19.5% 13.4% 19.8% 13.9% 20.4% 1 Day Premium - — — — — — — — — — — — 18.8% — — 18.8% 1 Week Premium - — — — — — — — — — — — 15.9% — — 15.9% 30 Day Premium - — — — — — — — — — — — 18.0% — — 18.0%

Sources: Company public filings, press releases, Consensus estimates, MergerMarket and Deal Pipeline

1. Enterprise value excludes $15 million milestone payment.

2. Converted in US$ as per exchange rate at announcement date.

3. Based on estimate FY 2012 EBITDA.

4. LTM EBITDA implied based on NTM EBITDA margin.

5. Based on FY 2011 revenue and EBITDA.

6. Enterprise value excludes $16 million that Jubilant will pay for CapEx expansion reimbursement.

7. Based on FY 2006 EBITDA.

Selected CMO range of 10.0x to 11.0x EV / LTM EBITDA

PROJECT CALCULUS 46

Precedent Transactions

Contract Research Organizations

17.1x 14.9x (3) 

13.0x 13.7x (5) 13.4x

11.8x 11.8x 12.6x 11.8x (2) 10.5x 11.4x 10.6x EV / 9.8x 10.0x

LTM 8.0x

5.7x

EBITDA

—

Ann.

24-Jun-13 31-Oct-12 02-Oct-11 09-May-11 04-May-11 28-Feb-11 27-Dec-10 19-Aug-10 06-May-10 02-Sep-09 03-Feb-09 20-Mar-08 03-Jan-08 21-Dec-07 24-Jul-07 18-Jul-07 Median Date

ReSearch MDS

Pharma Diosynth / INC inVentiv Premier Apptec Lab Quintiles WIL Target PRA Int’l Sygene Int’l Medpace Kendle Int’l Pharma Analytical Pharmanet PRA Int’l Product Dev. MSD Research Health Research Services Transnt’l Research Services Tech.

INC Warburg Avista / Thomas H. 3i Group / Genstar American Acquiror KKR GE Capital H&F / Carlyle CCMP FUJIFILM Danaher JLL Partners ECI Partners WuXi Research Pincus Teacher’s Lee Bain / TPG Capital Capital

Enterprise (1) (1) (4) (1)

$1,300 $301 $3,404 $741 $348 $329 $254 $600 $1,164 $650 $186 $177 $164 $2,860 $758 $500 $550 Value

EV /

- — 9.0x — 12.6x — — — 8.0x 11.4x 9.5x 7.1x — — 15.0x — 9.5x NTM EBITDA

LTM EBITDA Margin - 34.0% 20.3% —5.9% —6.2% —13.4% 15.6% 7.2% 10.8% 13.7% 12.6% 14.8% 25.4% 13.5%

1 Day Premium — 29.6% —53.9% ——52.4% (6) - NM 12.4% — 13.1% —29.6%

(6)

1 Week Premium — 29.1% —50.7% ——58.0% —NM 40.8% — 10.9% —40.8%

(6)

30 Day Premium — 6.7% —42.3% ——80.0% —NM 58.7% — 24.4% —42.3%

Sources: Company public filings, press releases, Consensus estimates, MergerMarket and Deal Pipeline

1. Converted in US$ as per exchange rate at announcement date.

2. LTM revenue and EBITDA implied based on management estimates of growth and margins.

3. EBITDA is inclusive of fee and costs associated with the European acquisitions and Paramax acquisition.

4. Cash inclusive of restricted cash related to security deposits for the London office in the inVentiv Communications segment.

5. Based on FY 2006 revenue and EBITDA.

6. Premiums as of March 25, 2010, the day the company announced that it had been approached by a financial sponsor.

Selected CRO range of 11.0x to 13.0x EV / LTM EBITDA

PROJECT CALCULUS 47

Company Overview and Capital Markets Profile Financial Forecast Review and Benchmarking Financial Perspectives

? DCF Analysis? Precedent Transaction Analysis? Comparable Trading Analysis

Summary Perspectives

PROJECT CALCULUS

Comparable Trading Analysis

CMO PEERS CRO PEERS

EV /

2014E 10.1x 11.4x 11.3x 11.1x 10.9x 10.8x 11.0x 9.7x 9.2x 9.2x 9.5x

EBITDA 9.0x 8.3x

7.1x

3.8x n.a.

Albany Jubilant Quintiles

Lonza CMO WuXi Charles Parexel CRO Patheon—Patheon—Company Cambrex Molecular Biocon Life Cangene ICON Transnt’l Covance (1) Group Median Pharma River Intn’l Median Street Model Research Sciences Holdings

Country USA Switzerland USA India India Canada Ireland USA China USA USA USA USA Enterprise Value (US$ mm) $713 $7,777 $441 $1,065 $710 $117 $711 $2,276 $7,342 $2,081 $4,704 $3,043 $2,695 $2,869 Med $1,439 Equity Value (US$ mm) $593 $5,028 $465 $1,179 $268 $163 $529 $2,495 $5,967 $2,376 $5,027 $2,542 $2,499 $2,520 Med $836

% Buy Ratings (%) 67% 14% 100% 74% 50% — 58% 67% 71% 67% 56% 31% 54% 61% Med 100.0%

Target Price

(%) 6% (14%) 6% 2% 40% 3% 4% 20% 17% 6% 7% 2% 21% 12% Med 26% Prem. / (Disc.)

P / E 2014E (x) 17.9x 14.5x 22.1x 16.2x 4.0x n.a. 16.2x 20.0x 19.2x 17.3x 22.8x 17.0x 19.2x 19.2x n.a.

12A—‘14E

(%) 10.7% 7.1% 24.3% 12.5% 7.4% n.a. 10.7% 30.8% 14.8% 19.4% 31.0% 2.5% 24.2% 21.8% High 63.0% 33.0% EBITDA CAGR

2013E EBITDA

(%) 21.6% 15.9% 19.2% 22.8% 18.3% n.a. 19.2% 12.9% 16.1% 28.4% 15.4% 23.4% 13.1% 15.7% Low 13.9% 16.8% Margin Total Debt /

(x) 2.2x 3.8x 0.3x 0.5x 2.4x — 1.4x — 3.1x 0.3x 1.2x 2.3x 1.8x 1.5x High 3.6x 3.0x 2014E EBITDA

2014E Capex (2) (2) (2)

(%) 6.1% 8.0% 4.3% 11.0% 5.5% 2.4% 5.8% 2.7% 2.5% 10.0% 5.9% 4.3% 4.6% 4.5% Low 5.8% 4.7% Intensity

Source: FactSet, Company filings and Financial Forecast provided by the Company

Note: Estimates are based on CY2013 & CY2014 EBITDA and EPS Street Consensus estimates. 1. Based on FY2014E EBITDA

2. LTM Capex Intensity used as a proxy, as 2014E capex estimates are unavailable

Selected CMO range of 8.25x _ 8.75x EV / 2014E EBITDA; Selected CRO range of 10.50x _ 11.50x EV / 2014E EBITDA

PROJECT CALCULUS 49

Company Overview and Capital Markets Profile Financial Forecast Review and Benchmarking Financial Perspectives Summary Perspectives

PROJECT CALCULUS

Summary Perspectives

EN BLOC

TRADING PERSPECTIVES DCF ANALYSIS SELECTED RANGE PERSPECTIVES

TRADING TRANSACTION CAPITAL MARKETS

COMPARABLES COMPARABLES

Shown in US$ per share, unless otherwise indicated

$11.66

$10.25 $9.59

JLL Current Offer: $9.32 $8.77 $9.27 $7.66 $8.75 $7.95 $6.85 $8.17 $6.54 $6.71 $6.16 Current Price: $5.70 (1)

Based on FY2014E EBITDA $2.99 - Street Consensus

DCF CMO: 8.25x—8.75x CMO: 10.0x—11.0x

52 Week High / Low Analyst Range Target Price CRO: 10.50x—11.50x (2) CRO: 11.0x—13.0x (2) WACC: (1) 11.25%—10.25% (C$7.00 -C$8.00) (3) FY2014E EBITDA—Model LTM PF EBITDA—Model TGR: 2.25% -2.75%

Implied Premium to

(47%)—15% 18%—34% 40%—54% 43%—68% 63%—105% 54%—80% Current Price Implied EV / 2013E 6.9x—10.5x 10.6x—11.6x 11.9x—12.7x 12.1x—13.6x 13.2x—15.7x 12.7x—14.2x EBITDA—Model ($149.6 mm) Implied EV / PF 2013E 5.8x—8.8x 9.0x—9.8x 10.0x—10.7x 10.2x—11.4x 11.1x—13.2x 10.7x—12.0x EBITDA—Model ($177.8 mm) Implied EV / 2014E 5.0x—7.7x 7.8x—8.5x 8.7x—9.3x 8.9x—10.0x 9.7x—11.5x 9.3x—10.4x EBITDA—Model ($203.9 mm) Implied EV / 2014E 0.9x—1.4x 1.4x—1.5x 1.6x—1.7x 1.6x—1.8x 1.7x—2.1x 1.7x—1.9x Revenue—Model ($1.1 bn)

Source: Company filings, FactSet, Financial Forecast provided by the Company, Consensus estimates.

1. Converted from C$ to US$ at an exchange rate of 0.96x (as at 15-Nov-13 close)

2. Selected CMO and CRO multiples based on observed comparable peer trading and precedent transaction multiples. Applied Patheon_s 2014E CMO, Banner and CRO EBITDA weighting to the selected Trading Comparables multiple range and Patheon_s 2013E CMO, Banner and CRO EBITDA weighting to the selected CMO and CRO Transaction Comparables multiple ranges, respectively.

3. FY2013E used as a proxy for LTM

Selected range of US$ 8.75 _ US$ 10.25 per restricted voting share

PROJECT CALCULUS 51

Disclaimer

This Presentation has been provided to the Independent Committee of the Board of Directors (the _Board_) of Patheon Inc. (_Patheon_ or the _Company_) formed to consider a potential transaction involving JLL Partners, Inc. and other co-investors (the _Offerors_), in their capacity as members of the Independent Committee, by BMO Nesbitt Burns Inc. (_BMO Capital Markets_) pursuant to the engagement letter dated September 11, 2013 (the _Engagement Letter_) and, except as contemplated by the Engagement Letter, may not be used or relied upon for any purpose without the prior written consent of BMO Capital Markets. The information contained herein (the _Information_) is confidential. By accepting this Information, the Board agrees that, except as contemplated by the Engagement Letter, it and its agents and representatives shall use the Information for informational purposes only and, except as set forth in the Engagement Letter, will not divulge any such Information to any other party.

This presentation has not been prepared with a view toward public disclosure under U.S. federal or state securities laws, Canadian federal, provincial or territorial securities laws or otherwise. Except as contemplated by the Engagement Letter, reproduction, dissemination, quotation, summarization or reference to this Information, in whole or in part, is prohibited. Without the prior written consent of BMO Capital Markets, the contents of this Presentation are proprietary and a product of BMO Capital Markets. Notwithstanding the foregoing, BMO Capital Markets imposes no restriction on the disclosure of the U.S. tax treatment and U.S. tax structure of the transaction described herein and any portions of these materials to the extent they relate to such tax treatment or structure, except that (i) any such information and materials shall be kept confidential to the extent necessary to comply with applicable securities laws, and (ii) the names of, or any other information that would identify, the parties to the transaction shall be kept confidential.

The information contained in these materials is not intended to constitute a _report, statement or opinion of an expert_ for purposes of the U.S. federal or state securities laws or the securities legislation of any province or territory of Canada. Moreover, the information contained in these materials summarizes certain background work completed by BMO Capital Markets in connection with the preparation of a potential formal valuation and although we have undertaken financial analysis that we believe is appropriate, we have not made or prepared any valuation (including, without limitation, a _formal valuation_ of the Company, as such term is defined in the Canadian Securities Administrators_ Multilateral Instrument 61-101 (_MI 61-101_)) or appraisal of the securities, assets or liabilities (including any contingent, derivative or off-balance -sheet assets and liabilities) of the Company, nor have we been furnished with any such valuations or appraisals, and the information contained in these materials should not be construed as any such valuation or appraisal. Furthermore, the Company has informed us that there have not been any _prior valuations,_ as such term is defined in MI 61-101, the standards for formal valuations in the Dealer Member Rules of the Investment Industry Regulatory Organization of Canada, of the Company, its material assets or its securities in the past twenty-four month period.

This Presentation is not intended as the sole basis for the evaluation of the Transaction by the Independent Committee and does not comprise all information that may be deemed necessary for such purpose. This Presentation, and the analyses and other information contained herein, do not constitute advice or a recommendation to any shareholder as to whether such shareholder should approve the Transaction or how any Board member or shareholder should otherwise act on any matter relating to the Transaction. The analyses in this Presentation do not address the relative merits of the Transaction as compared to alternative transactions or strategies that might be available to the Company or its shareholders, or the underlying business decision of the Board or the Independent Committee or any other party or entity with respect to the Transaction. BMO Capital Markets was not requested to, and did not, participate in the negotiation or structuring of the Transaction, and BMO Capital Markets was not requested to, and did not, solicit third-party indications of interest in acquiring all or any part of the Company. Further, BMO Capital Markets was not requested to, and did not, recommend the specific consideration payable in the Transaction, which offer price was determined through negotiations between the Independent Committee and the Offerors, and the decision whether or not to recommend the Transaction is solely that of the Independent Committee and the Board. This Presentation is only one of many factors to be considered by the Independent Committee and the Board in its evaluation of the Transaction and should not be viewed as determinative Further, BMO Capital Markets has not provided any legal, regulatory, antitrust or tax advice in connection with this Presentation. Any statement contained in the materials as to tax matters was not intended or written to be used, and cannot be used, by any person to avoid penalties under U.S. tax law or to promote, market or recommend to any person any of the matters addressed herein.

In preparing this Presentation, BMO Capital Markets has made certain assumptions regarding the information contained herein, and certain limitations apply to such information.

The information used in preparing these materials may have been obtained from or through the Company or the Company_s representatives, or other participants or from public sources as of the date hereof. BMO Capital Markets assumes no responsibility for independent investigation or verification of any such information and has relied on such information being true, complete and accurate in all material respects. To the extent such information includes estimates and/or forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the management of the Company and/or other potential transaction participants or obtained from public sources, we have assumed, without independent investigation, that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates) . BMO Capital Markets has no obligation (express or implied) to update` any or all of the Information or to advise you of any changes; nor do we make any express or implied warranties or representations as to the completeness or accuracy of the information or accept responsibility for errors.

These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by BMO Capital Markets in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction, the Company should determine, without reliance on BMO Capital Markets or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction.

BMO Capital Markets is not acting in any other capacity or as a fiduciary to the Company or the Board or the Independent Committee.

PROJECT CALCULUS 52

EX-99.1(C)(5)

Exhibit (c)(5)

Strictly Private and Confidential

Project Calculus

Discussion Materials

November 18, 2013

Disclaimer

This presentation was prepared exclusively for the benefit and internal use of the Board of Directors of Pi (the _Board of Directors_) and the Independent Committee thereof (the _Independent Committee_) in connection with its consideration of the transactions referenced herein. This presentation was prepared by RBC Capital Markets in its capacity as financial advisor to the Independent Committee pursuant to an engagement agreement between the Company and RBC Capital Markets.

The contents of this presentation are confidential and proprietary to RBC Capital Markets and may not be disclosed, reproduced, distributed or used for any other purpose without our express written consent or as required by applicable securities laws.

The information and analyses contained in this presentation are taken from, or based upon, information obtained from Pi or from publicly available sources, the completeness and accuracy of which has not been independently verified and cannot be assured by RBC Capital Markets. RBC Capital Markets assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and/or forecasts of future financial performance prepared by or reviewed or discussed with Pi_s management or other persons or obtained from public sources, RBC Capital Markets has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of Pi_s management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates) . RBC Capital Markets has no obligation (express or implied) to update any or all of the information and any analyses contained in this presentation or to advise the Independent Committee of any changes; nor does RBC Capital Markets make any express or implied warranties or representations as to the completeness or accuracy or accept responsibility for errors.

These materials were designed for use by specific persons familiar with the business and affairs of Pi and are being furnished and should be considered only in connection with other information, oral or written, being provided by, and with an understanding of the assumptions (and the limitations therein) employed by, RBC Capital Markets in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any of the transactions referred to herein. Prior to entering into any transaction, Pi should determine, without reliance on RBC Capital Markets, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction.

The information contained in these materials is not intended to constitute a _report, statement or opinion of an expert_ for purposes of any applicable securities laws and RBC Capital Markets has not made or prepared any valuation (including, without limitation, _a _formal valuation_ of the Company, as such term is defined in the Multilateral Instrument 61-101 or appraisal of the securities, assets or liabilities (including any contingent, derivative or off-balance -sheet assets and liabilities) of the Company, nor has RBC Capital Markets been furnished with any such valuations or appraisals, and the information contained in these materials should not be construed as any such valuation or appraisal. Pi has informed RBC Capital Markets that there has been no _prior valuation_ (as such term is defined in Multilateral Instrument 61-101) of Pi, its material assets or its securities in the past twenty-four month period.

Any calculations or value ranges indicated herein (i) are preliminary and should not be construed as opinions of RBC Capital Markets or their individual members as to value, fair market value, or prices at which a transaction would be considered fair from a financial point of view, and (ii) have not been subject to the processes that we apply to fairness opinions and valuations, including our due diligence process and our internal opinion review process and, accordingly, must not be considered to constitute a valuation, formal valuation, appraisal, professional opinion, or fairness opinion as contemplated under IIROC Rules 29.14 to 29.25 or Multilateral Instrument 61-101 and must not be relied upon or disclosed as constituting such a document or opinion.

RBC Capital Markets has not been authorized or engaged to consider or investigate, and RBC Capital Markets has not considered or investigated, alternatives that may be available to Pi nor has RBC Capital Markets been authorized to participate in, and RBC Capital Markets has not participated in, negotiations relating to any potential alternative transaction.

Employees of RBC Capital Markets are expressly prohibited from offering directly or indirectly a specific price target, or offering or threatening to change research, a rating or a price target, to a company as inducement for the receipt of business or compensation.

Table of Contents

I. Situation Overview II. Market Views of Pi III. Fairness Analysis

Appendix

A. Supplemental Material

2

Situation Overview

SECTION I

Introduction

? RBC Capital Markets (_RBC_) understands that Pi (the _Company_) is considering entering into an arrangement agreement (_Arrangement Agreement_) with a buying group (the _Buying Group_) consisting of certain entities managed by JLL Partners (_JLL_), certain third-party co-investors, affiliates of Delta (_Delta_) and certain members of Pi management (_Management_)

_ Under a Plan of Arrangement, the Buying Group will acquire all of the issued and outstanding restricted voting shares (the _Shares_) of Pi (the _Transaction_)

? Under the Transaction, holders of the Shares will receive US$9.32 in cash per Share

? Under the Transaction, the Buying Group will form a NewCo to be capitalized by cash contributed by JLL and certain pharmaceutical assets contributed in-kind by Delta

_ JLL and certain co-investors will be the investors in NewCo, together with Delta

_ Management will remain in place and participate in NewCo

? RBC understands that JLL Fund V, which indirectly owns 55.7% of the Shares and all of the special voting Class I, Preferred Shares, Series D (1),and that management and directors, who collectively own ~10%, will enter into voting agreements pursuant to which they will agree to vote their Shares in favour of the Transaction

? The Independent Committee of Pi has requested that RBC deliver an opinion (the _Fairness Opinion_) to the Board of Directors of Pi as to the fairness, from a financial point of view, of the consideration to be received by holders of Shares, other than the Buying Group, pursuant to the Transaction

(1) Special voting Class I, Preferred Shares, Series D, have the right to elect three of the nine members of the Board of Directors of Pi

4

Overview of the Transaction

Transaction Overview (4) Offer Price Analysis

? The Buying Group forms NewCo for the purpose of acquiring Pi and US$/C$ in Millions, except per share amounts or otherwise noted absorbing Delta asset contribution Metric Current (1) Offer Price (C$) C$5.95 C$9.73

_ JLL and its co-investors provide cash equity capital to NewCo Price (US$) US$5.70 US$9.32 Implied Transaction Values

_ NewCo borrows funds Equity Value US$866 US$1,416 Enterprise Value (2) US$1,410 US$1,960

? NewCo is directly acquiring the shares of Pi not already owned by Implied Premiums

JLL; separately, Newco is acquiring the limited partnership interests Current C$5.95 0.0% 63.5% in JLL Fund V, for cash consideration equal to the number of shares 20-Day VWAP C$5.60 6.2% 73.7% JLL owns in Pi multiplied by US$9.32 per share 90-Day VWAP C$6.08 (2.2%) 60.0%

_ Implied EV / EBITDA Multiples

Delta receives (i) ~49% ownership of NewCo equity and (ii) PIK Base Case seller note at NewCo’s holding company level FY2013E US$150 9.4x 13.1x Adj. FY2013E EBITDA US$178 7.9x 11.0x

_ JLL and its co-investors receive ~51% ownership of NewCo PF FY2013E (3) US$190 7.4x 10.3x equity

Transaction Structure Key Transaction Terms

Terms Description

Delta

Offer Price ? US$9.32 per share

+ Delta Assets JLL and Co-investors ? Pi shareholder approval

Approvals

Ownership Contributes ~51% Equity ? Delta Supervisory Board approval

Note

Select Assets Ownership Cash ? Structured by way of a court-approved Plan of Equity Cash Arrangement

Seller NewCo Structure

Debt Investors ? Subject to 66 2/3% Pi shareholder vote and majority

(JLL + Delta + Management)

~49% of minority shareholder approval

Cash (US$9.32 per Pi Share) ? Investment Canada Act, Competition Act, HSR, Regulatory European Commission and other applicable

Existing shareholders government approvals

Pi

Source: Company filings

Note: C$ converted to US$ at 0.9579 C$ per US$

5 (1) As of the close of November 15, 2013

(2) Based on October 31, 2013 projected balance sheet

(3) Pro forma full year impact of expected efficiencies and savings (4) Based on currently available drafts of transaction documents

Pi _ Overview

Business Description (1) FY2013E Segmented Results (US$ in millions)

? Pi provides drug development and manufacturing services to Pi approximately 300 of the world_s leading pharmaceutical and biotechnology companies Revenue: $1,055 EBITDA %: 14%

? It offers commercial manufacturing outsourcing activities and _13             18 Rev CAGR: 6.8% outsourced pharmaceutical development services

PDS(2) CMO(2) Beta(2)(3)

? Provides services to 19 of the world_s 20 largest pharmaceutical companies, 8 of the world_s largest biotechnology companies and 8 Market Size:~$2,000 Market Size:~$14,000 Market Size:Multi-billion of the world_s 10 largest specialty pharmaceutical companies Revenue: $147 Revenue: $653 Revenue: $255 EBITDA %: 29% EBITDA %: 19% EBITDA %: 8%

? Largest customer is Merck & Co. accounting for 11% of consolidated _13-_18 Rev CAGR: 6.8% _13-_18 Rev CAGR: 6.4% _13-_18 Rev CAGR: 7.6% revenues

Market Share: Market Share: Market Share:

1) Pi (10%) 1) Catalent (11%) 1) Catalent (32%)

? Acquired Beta in 2012 for a price of US$269 million (10.8x EV / LTM

2) Almac (9%) 2) Pi (5%) 2) Pi (16%)

EBITDA) which closed December 14, 2012 3) Aenova (11%)

3) Lancaster Labs(8%) 3) Famar (5%)

4) All Others (73%) 4) All Others (79%) 4) All Others (41%)

Map of Operations Financials (October 31 Fiscal Year End _US$ in millions)

FY2007 FY2008 FY2009 FY2010 FY2011 FY2012 FY 2013E CMO Revenue 518 578 530 545 523 613 653

Growth % 11.5% _8.3% 2.9% _4.2% 17.3% 6.5%

Toronto Whitby Milton Park Swindon PDS Revenue 116 140 125 126 127 138 147

Growth % 20.4% _10.3% 0.6% 1.2% 8.7% 6.1%

Beta Revenue             255

Tilburg (4)

Total Revenue 634 717 655 671 650 752 1,055

Durham

Monza

Cincinnati Growth % 13.1% _8.7% 2.5% _3.2% 15.6% 40.3%

High Point Ferentino Tokyo CMO Adj. EBITDA 53 77 71 72 35 95 127

CMO Margin 10.3% 13.4% 13.4% 13.3% 6.8% 15.5% 19.4%

Mexico City

Manati PDS Adj. EBITDA 30 42 33 36 24 31 42

Bourgoin

PDS Margin 26.2% 30.2% 26.1% 28.6% 18.9% 22.2% 28.6%

Beta Adj. EBITDA             21 Beta Margin             8.2% Corp Costs 0 (37) (30) (27) (25) (35) (40)

(4)

Total Adj. EBITDA 84 83 74 81 35 91 150

Total Adj. Margin% 13.3% 11.5% 11.3% 12.1% 5.3% 12.0% 14.2%

6 (1) Source: Company Filings, Wall Street Research

(2) Source: Pi Management Presentation (October 2, 2013). Margins are shown on a segmented basis & before any corporate costs (3) Beta was acquired in December 2012, and is not reflected in 2012 results (4) Excludes US$50 million revenue / EBITDA contribution associated with a contract cancellation payment

Market Views of Pi

SECTION II

Pi _ Overview of Strategic Transformation

September 2011: October 2012: Key Events in Pi_s Transformation

Board approves Announces new corporate Beta $8.00 8,000 A) Hires James Mullen as CEO strategy Acquisition

C) Completes sale of Carolina, PR facility $7.00 7,000

D) Commits to adjusting scale & scope of Swindon (O) facility, including a $58mm write-down $6.00 6,000 Operations E) Rationalizes work-force, terminating 91 FTEs $5.00 5,000 F) Sells clinical packaging & distribution business $ ) (000s) Core

I) Appoints new president of Global PDS

(C

(L) $4.00 4,000 K) Completes credit & equity financings to fund Beta

Price (H) Volume

(N) Pharmacap acquisition and strengthen B/S Share (F) (I) (M) Strengthen M) Enters sale / leaseback arrangement for Caguas, $3.00 (J)(K) 3,000 Trading

(A) PR facility

(D) (G) Total

N) Announces plan to shut down Olds, Alberta facility $2.00 (C) 2,000

(E) B) Enters agreement with PROCAPS regarding $1.00 (B) 1,000 marketing & manufacturing of softgel pharmaceuticals

$- 0 Differently G) Appoints new SVP, Quality & Continuous

Jan-08 Aug-08 Apr-09 Dec-09 Aug-10 Mar-11 Nov-11 Jul-12 Mar-13 Nov-13 Improvement

(1)

Org. Growth Rates Beta J) Appoints new president of new proprietary products _11             13: 11% Business business unit mm) _13             14: 8% $1,144 $ $1,055 $1,055 L) Appoints new EVP, Global R&D & CSO $943 (US $752 $277 Sell $634 $717 $655 $671 $650 $255 $255 O) Nine months Y/Y: revenue increases 36% & Adj. $144

Revenue EBITDA margin increases 353 bps to 13.0%

(2)

2007A 2008A 2009A 2010A 2011A 2012A LTM 2013E 2013PF 2014EEnter Logical $204 Adjacencies $190 H) Announced acquisition of Beta Pharmacaps $150 $34 $45 adding proprietary products & softgel technologies $115

EBITDA $91 $21 mm) $84 $83 $74 $81 $12 18% 18% $

13% $35 14%

(US 12% 11% 12% 12% 12% Drive

Adjusted 5% Industry Consolidation

(2)

2007A 2008A 2009A 2010A 2011A 2012A LTM 2013E 2013PF 2014E

8 Source: Company Filings, Pi Management projections

(1) Forecasted data based on Pi Management projections, Pi historical data based on Company Filings, Beta information as provided by Management (2) Excludes US$50 million revenue / EBITDA contribution associated with a contract cancellation payment

Pi _ Equity Research Summary

Implied Revenue (US$mm) EBITDA (US$mm)

Firm Date Recommendation Target (C$) Return (1) 2013E 2014E 2013E 2014E 2015E

TD Securities 06-Sep-13 Buy $8.00 34.5% 1,023.4 1,122.0 142.8 172.8 n/a Euro Pacific Canada 06-Sep-13 Buy $7.50 26.1% 1,010.0 1,095.0 141.0 164.0 176.1 RBC Capital Markets 05-Sep-13 Outperform $7.00 17.6% 1,013.8 1,127.8 140.7 180.1 n/a

Average $7.50 26.1% 1,015.7 1,114.9 141.5 172.3 176.1

EBITDA Margin 13.9% 15.5% 15.6%

Management Forecast 1,054.7 1,143.8 149.6 203.9 229.9

EBITDA Margin 14.2% 17.8% 18.9%

Difference ($) 38.9 28.8 8.1 31.6 53.8 Difference (%) 3.8% 2.6% 5.7% 18.4% 30.5%

Price Targets Forecasts

Our $7.00 price target is based on a 8.0x EV/EBITDA multiple applied to Our base case assumes the company achieves ~18% EBITDA our 2014 estimates, yielding a value of $6.73. The 8.0x multiple is a margins rather than the ~20% goal management is attempting to discount to comps in the contract research and manufacturing achieve. sector, primarily due to the relatively early nature of Pi’s turnaround and integration of Beta The company continues to expect revenues to exceed $1B in 2013. Beta related synergies are expected to be $6.5M and $12.5M in 2013 and Douglas Miehm 2014. Savings from the closure of the Olds, AB facility should result in (RBC, September 5, 2013) $2M of savings this year and $10M going forward. The Caguas facility will be closed at calendar year end with expected savings of $3M once it is consolidated into the other Puerto Rican operations.

Douglas Miehm

(RBC, September 5, 2013)

We are increasing our target price to C$8.00 from C$6.50, reflecting Our early discussions with management suggest that there may be a 9.5x multiple on our F2014 EBITDA estimate of $173 million. We potential for upside to these forecasts based on untapped growth increased our multiple from 8x to reflect 1) increased confidence in our and profitability opportunities within the newly acquired Banner. F2014 forecast, and 2) untapped growth potential within the Beta Patheon is in the early stages of a strategic review of that business. business& We believe that Pi is (for the first time) delivering growth Potential initiatives include 1) retention of greater value from future and profitability performance that is in line with its peer group In . products that may incorporate Banner_s soft-gel technology; and 2) addition, Pi has the advantage of being an industry leader in a much continued shift from the company_s less crowded, less competitive operating environment. nutrition roots.

Lennox Gibbs Lennox Gibbs

(TD Securities, September 6, 2013) (TD Securities, September 6, 2013)

9 Source: Available equity research reports

(1) Implied return based on November 15, 2013 closing price

Industry Key Financial Metrics and Expectations for Growth

Revenue Growth EBITDA Margin EBITDA Growth

CY_10 _ CY_13 CAGR CY_13 _ CY_14E CY_10 _ CY_13 Avg. CY_14E CY_10 _ CY_13 CAGR CY_13 _ CY_14E Historical Growth Historical Historical Growth

Beta(1) Beta(1) (3)

(2)

(2) Pi (Consensus) 10.6% 15.5% Pi (Consensus)

Pi (Consensus) 4.6% 2% 8.2% 11.0% 14%17.9%

Beta(1) Beta(1) (3)

Pi (Mgmt) 10.7% 18.0% (2)

Statistics Pi (Mgmt)(2) Pi (Mgmt) 14.6% 13% 31.2%

6.3% 2% 8.1%

(1)

Beta (Stand Alone) 16.3% (1)

(1) 10.0% Beta (Stand Alone) (6.3)% 85.8%

Delta Beta (Stand Alone) 2.1% 8.6%

&

Delta 13.5% 14.5% Delta 3.6% 12.8%

Pi Delta 4.8% 5.8%

CMO Average 18.7% 20.8% CMO Average 29.9% 11.8%

CMO Average 13.6% 10.2%

Catalent 23.0% (5)

21.2% Biocon 4.5% 19.4%

Biocon 2.2% 18.3%

(5)

Biocon 22.9% 22.6% Catalent 47.9% 17.1%

Albany Molecular (4) 8.7% 11.7%

CMOs Catalent 34.6% 7.5% (5) Cambrex 19.8% 21.3% Lonza Group 0.0% 16.2% Cambrex Lonza Group 20.0% 18.7% Cambrex 17.3% 5.2%

11.4% 7.0%

Albany Molecular 9.7% 18.6% Albany Molecular 79.8% 0.8%

Lonza Group 10.9% 6.3%

10 Note: based on calenderized Bloomberg estimates

(1) Beta financials based on Pi Management projections and Company Filings (4) Excluding royalties (which are currently winding up) (2) Excluding Beta in 2013E. Beta 2013E values based on Pi Management projections (5) FY2014E

(3) 2011 EBITDA normalized for US$50mm compensation paid to Pi related to a contract cancellation

Market Multiples

EV / NTM EBITDA EV / CY_14E EBITDA

Avg. Since:

Jan, 2007 Trough Feb, 2009 Sept, 2011 Current (1) Pi (Consensus) 8.2x

Pi 6.6x 6.5x 7.2x 8.5x (2)

Pi (Mgmt) 6.8x

CMO 8.4x 7.9x 6.9x 9.2x CRO 9.8x 8.7x 9.0x 11.1x

Delta 8.4x

20.0x

17.5x CMO Average 9.2x

Lonza Group 9.6x 15.0x Cambrex 9.3x Albany Molecular 9.0x

12.5x

EBITDA Biocon 8.9x

NTM 10.0x / EV

CRO Average 10.9x

7.5x

WuXi PharmaTech 11.8x

ICON Public Limited 11.5x

5.0x

Quintiles Transnational 11.3x

2.5x

Covance 10.8x

Charles River Labs 10.6x

0.0x

Jan-07 Oct-07 Jul-08 Apr-09 Jan-10 Oct-10 Jul-11 Apr-12 Jan-13 Nov-13

Parexel 9.6x

Pi CMO Index CRO Index

11 Source: CapitalIQ

Note: CMO index includes Biocon, Lonza Group, Cambrex and Albany Molecular. CRO index includes WuXi, Parexel, ICON Public, Covance, Quintiles, Charles River, PPD (taken private in December, 2011) Each companies trading data included while public (1) Based on EV / NTM EBITDA (Based on forecasted EBITDA estimate of next four fiscal quarters) (2) Based on Management forecast CY_14 EBITDA of $208.3 million

Relative Trading Performance

Relative Trading Analysis (Since New Corporate Strategy _ September 9, 2011)

375%

300% 288%

225%

150% 175% 90%

75%

82%

0% 56%

(75%)

Sep-11 Dec-11 Apr-12 Aug-12 Nov-12 Mar-13 Jul-13 Nov-13

Pi Delta CMO Index CRO Index S&P 500

Relative Trading Analysis (Since January 1, 2007)

150%

86%

100%

56%

50% 27% 24%

0%

19%

(50%)

(100%)

Feb-07 Feb-08 Jan-09 Jan-10 Dec-10 Dec-11 Nov-12 Nov-13

Pi Delta CMO Index CRO Index S&P 500

Over the last 2 years, CMO_s have meaningfully outperformed the broader market

12 Source: Bloomberg

Note: CMO index includes Biocon, Lonza Group, Cambrex and Albany Molecular. CRO index includes WuXi, Parexel, ICON Public, Covance, Quintiles, Charles River, Pharmaceutical Product Development (taken private in December, 2011). Each companies trading data included while public

Pi _ Shareholder Summary

Shareholder Overview Share Accumulation (C$)

Shares % of 100.0% 100.0%

Held Outstanding

Current Price: C$5.95

I. Interested Parties (1) Float: 47.8M 85.2% 86.5%

JLL Patheon Holdings LLC 78,524,986 55.7% Turnover Period: 2.7 Years Mullen, James Charles 2,312,085 1.6% 80.0% Lytton, Michael 379,030 0.3%

Total Interested Parties 81,216,101 57.6% 70.7% 62.1%

II. Other Identified Shareholders (1)(2) 60.0%

Viso, Joaquín 11,689,698 8.3% 54.5% CI Investments Inc. 8,301,065 5.9%

46.2%

OppenheimerFunds, Inc. 2,602,342 1.8% TD Asset Management, Inc. 2,004,482 1.4%

40.0%

Hesperian Capital Management Ltd. 1,680,000 1.2%

Altrinsic Global Advisors, LLC 1,437,139 1.0% 30.3% Fiera Capital Corporation 1,230,802 0.9% AGF Management Limited 300,000 0.2% Shaw, Brian 110,939 0.1% 20.0% 16.3% 15.9%

14.0% 14.0% 14.4% 13.5%

Other Identified Shareholders 671,345 0.5%

8.3% 7.5% 8.7%

Total Other Identified Shareholders 30,027,812 21.3%

1.3%

III. Retail and Unidentified Institutional Shareholders 29,686,612 21.1% 0.0% $0.75—$1.25—$1.75—$2.25—$2.75—$3.25—$3.75—$4.25—> $4.74 $1.24 $1.74 $2.24 $2.74 $3.24 $3.74 $4.24 $4.74

Total Shares Outstanding (3) 140,930,525 100.0% % of Total Cumulative %

Trading Liquidity Institutional Shareholders by Geography

Europe

(C$) Average Daily Average Daily Aggregate Value USA 0.2% VWAP Volume Value Traded 22.8%

30-Day $5.70 42,472 $242,135 $7,264,043 250-Day $4.57 67,719 $309,354 $77,338,519 1 Float Turn $2.89 72,263 $208,553 $134,933,881

Canada 77.0%

Pi shares are relatively illiquid and the float has turned over at a deep discount to today_s trading level

13 (1) SEDI as at November 15, 2013 (2) Capital IQ as at November 15, 2013

(3) As provided by Pi Management (As at October 31, 2013)

Fairness Analysis

SECTION III

Scope of Review

? RBC has reviewed and relied upon, among other things, the following information received from Pi:

_ Most recent draft of the Arrangement Agreement, dated November 14, 2013

_ The general form of Voting and Support Agreements

_ Audited consolidated financial statements of the Company for each of the five years ended October 31, 2007 through 2012

_ Annual reports of the Company for each of the two years ended October 31, 2011 and 2012;

_ Unaudited financial forecast for the Company on a consolidated basis and segmented by operating segment prepared by management of the Company for the years ending October 31, 2013 through 2017;

_ Unaudited internal management draft budget of the Company on a consolidated basis and segmented by operating segment for the year ending October 31, 2014

_ Internal executive and board presentations prepared by Management regarding the Company_s strategic plan, acquisition history, financial and operating performance;

_ Discussions with senior management of the Company, including the Chief Executive Officer, Chief Financial Officer and the Executive Vice President, Corporate Development;

_ Public information relating to the business, operations, financial performance and stock trading history of the Company and other selected public companies considered by us to be relevant;

_ Public information with respect to other transactions of a comparable nature considered by us to be relevant;

_ Public information regarding the pharmaceutical outsourcing industry; and

_ Such other corporate, industry and financial market information, investigations and analyses as RBC considered necessary or appropriate in the circumstances.

15

Fairness Approach

? In considering the fairness, from a financial point of view, to holders of Shares other than the Buying Group, of the consideration to be received by holders of Shares pursuant to the Transaction, RBC principally considered and relied upon the following:

_ A comparison of the consideration under the Transaction to the results of a discounted cash flow (__DCF__) analysis of the Company;

_ A comparison of selected financial multiples implied under the Transaction to multiples paid under selected precedent contract drug development and manufacturing services transactions; and

_ A comparison of the premiums implied under the Transaction to those premiums paid in precedent go-private transactions in Canada

? RBC also reviewed the market trading multiples of select publicly traded contract drug development and manufacturing services companies. However, given that public company reference ranges generally reflect minority discount values rather than _en bloc_ values and a lack of pure play comparables, RBC placed limited reliance on this methodology

16

Overview of Consolidated Forecast

Commentary Financial forecast

? 4-year forecast developed by Pi_s US$ millions, unless otherwise noted

management and reviewed by RBC Consolidated CAGR / Average

Income Statement Summary FY2011A FY2012A FY2013E FY2014E FY2015E FY2016E FY2017E FY2018E ‘11E-‘13E ‘13E-‘18E Revenue

_ FY2014 is built by facility CMO 573 613 653 705 747 792 840 890 6.8% 6.4% PDS 127 138 147 162 171 182 193 204 7.4% 6.8%

_ FY2015 -FY2017 is built from a top- Beta — 255 277 299 322 344 368 n/a 7.6%

down approach Total Revenue 700 752 1,055 1,144 1,218 1,295 1,376 1,462 22.7% 6.8%

Growth 4.3% 7.4% 40.3% 8.4% 6.5% 6.4% 6.2% 6.3%

Gross Margin

? FY2018 extrapolated by RBC based on CMO 142 150 182 216 235 255 277 297 13.0% 10.3% Management guidance PDS 3949 617176 818691 24.5% 8.3%

Beta — 70 88 96 104 112 120 n/a 11.3%

Total Gross Margin 182 199 313 375 406 439 474 507 31.2% 10.2%

? Significant management adjustments exist % of Revenue 25.9% 26.5% 29.6% 32.8% 33.4% 33.9% 34.4% 34.7% 27.4% 33.1%

that bridge FY2013 EBITDA to PF EBITDA (Excl. Corporate)

FY2013 EBITDA (~$190 million/18% CMO 86 95 127 157 174 193 213 231 21.0% 12.7%

margin) PDS 2431 425155 596468 32.7% 10.0% Beta — 21 45 50 56 62 67 n/a 26.7%

Total EBITDA (Excl. Corporate) 111 126 190 253 280 309 339 366 30.9% 14.1%

? Margin expansion the result of Corporate Expenses (25) (35) (40) (49) (50) (51) (52) (55) 25.8% 6.5%

Total EBITDA 85 91 150 204 230 257 287 311 32.4% 15.8%

_ Continued OE initiatives and network % of Revenue 12.2% 12.1% 14.2% 17.8% 18.9% 19.9% 20.8% 21.3% 12.8% 18.8% rationalizations Capital Expenditures Capex

_ Operational leverage, including use of Maintenance 14 15 21 22 24 25 26 28 20.7% 6.0%

excess capacity Growth 18 21 28 31 33 35 37 39 25.0% 6.6%

Total Capex 32 36 49 53 56 60 63 67 23.1% 6.4%

% of Revenue 4.6% 4.8% 4.7% 4.6% 4.6% 4.6% 4.6% 4.6% 4.7% 4.6%

? Beta margin expansion driven by implementing OE initiatives and Financial Metrics

integration Revenue Growth (YoY)

CMO 5.0% 7.1% 6.5% 8.0% 6.0% 6.0% 6.0% 6.0% 6.2% 6.4% PDS 1.2% 8.7% 6.1% 10.0% 6.0% 6.0% 6.0% 6.0% 5.3% 6.7%

? ~6.8% revenue growth through the Beta (1) 9.9% 3.1% (5.2%) 8.7% 8.0% 7.5% 7.0% 7.0% 2.6% 5.5%

forecast period EBITDA Margin

CMO 15.1% 15.5% 19.4% 22.3% 23.3% 24.4% 25.4% 25.9% 16.6% 23.4%

_ CMO segment has significant revenue PDS 18.9% 22.2% 28.9% 31.5% 32.1% 32.7% 33.3% 33.5% 23.3% 32.0% under contract Beta (1) 9.3% 9.2% 8.1% 16.2% 16.9% 17.5% 18.0% 18.2% 8.9% 15.8%

_ Strong backlog of new business from PDS business

17 Source: Company filings, Management projections and RBC analysis

Note: FY2011A -FY2012A exclude Beta, FY2013E pro forma full-year Beta acquisition. Fiscal year end is October 31 (1) FY2011A -FY2012A Beta results are prior to acquisition by Pi

Pi _ Financial Forecast Observations

Key Drivers Considerations

? Improvements the result of significant OE programs undertaken in FY2013 coupled with implementation of additional identified Near term EBITDA margin initiatives in remainder of FY2013 and over the course of FY2014

? EBITDA margin expansion from 12.1% in FY2012A to 17.8% in FY2014E expansion

? Pro forma FY2013E EBITDA (~$190 million) margin of 18.0%

_ FYQ3 2013 Adjusted EBITDA (1) margin of ~15.4% (excluding pro forma cost savings)

? CMO Revenue Growth (FY2013E -FY2018E CAGR: 6.4%)

_ Historical (_11-_13) revenue CAGR in Pi_s CMO segment: 6.8% (5.4% from _09-_13)

_ Growth was primarily driven by improved performance in North American and Italian operations

_ Industry estimate for global CMO growth over CY_13             16 is 7.0%

? PDS Revenue Growth (FY2013E -FY2018E CAGR: 6.8%)

_ Historical (_11-_13) revenue CAGR in Pi_s PDS segment: 7.4% (4.1% from _09-_13) Revenue growth _ Growth was primarily attributed to improved performance in select North American operations

_ Industry estimate for global PDS growth over _13 __16 is 6.9%

? Soft-gel Revenue Growth (FY2013E -FY2018E CAGR: 7.6%)

_ Historical (_11-_13) revenue growth for Beta: (1.2%)

_ Industry estimate for OTC & Nutritional market growth (_10             14) is 11%

? Comparable CMO companies (2) have a consensus forecasted revenue CAGR of 8.9% (CY_13 -CY_15) relative to Pi_s forecasted 5 year revenue CAGR of 6.8%

? Management has publicly stated objective of achieving ~20% EBITDA margin

? Future initiatives to leverage cost structure and manage cost inflation through continued OE initiatives

Ability to grow EBITDA

_ ~28% of costs (incl. corporate costs) are fixed (1% increase in FY2014E revenue growth increases EBITDA by ~1.9%) margin beyond FY2014E ? EBITDA margin expansion contingent upon continued success of OE initiatives and Beta synergy realization

(17.8% to 21.3%)

? Overall CMO peer CY2014E EBITDA margin of ~20.8%; the largest competitor, Catalent, has forecasted EBITDA margin of ~23.0% in CY2014E (3)

Source: Company filings, Management Presentation, Management projections, Street Research

(1)Adjusted EBITDA is defined as income (loss) from continuing operations before repositioning expenses, interest expense, foreign exchange losses reclassified from other comprehensive income (loss), refinancing expenses, acquisition and integration costs (including certain product returns and inventory write-offs recorded in gross profit), gains and losses on sale of capital assets, income taxes, asset impairment charges, D&A, stock-based compensation expense, consulting costs related to OE initiatives, purchase accounting adjustments, acquisition -related litigation expenses and other income and expenses (2)Includes Lonza, Cambrex, Albany Molecular and Biocon (3)As per Deutsche Bank research report dated September 12, 2013

18

FY2013E EBITDA to Pro Forma FY2013E EBITDA Bridge

(US$ millions)

2013 EBITDA Bridge Analysis

EBITDA Adjustment Description US$ % of Rev.

GAAP EBITDA $79.7 7.6% FY2013 Adjusted EBITDA to FY2013 Pro Forma Adjusted EBITDA

Refinancing Expenses 29.2

? Pro forma impact of the realized savings as at Apr. 2013 Beta Acquisition Expenses 18.5 Pi OE Savings

(~$13.7) ? Management estimated FYQ4 2013 additional OE savings of $0.9 Asset Impairments 10.1 million and applied the run-rate back to prior periods Repositioning & Other Expenses 12.0

Beta pre-Acquisition

Adjusted EBITDA $149.6 14.2% ? Pro forma EBITDA from Beta operations for pre-acquisition period (Nov.

Stub-period EBITDA

1, 2012 to Dec. 15, 2012) Pi OE Savings 13.7 (~-$1.5) Beta pre-Acq. Stub-period EBITDA (1.5) Beta Adj. to

Beta _Norm._ Stub-period EBITDA 5.7 Normalize Stub- ? Management adjustment to reported EBITDA for the period to reflect period EBITDA normalized gross profit and SG&A expense levels (~$5.7 million) Beta OE Savings 1.8 (~$5.7) Beta Integration Synergies 6.4 ? Management estimates that at the Beta facilities, Pi could achieve run-Caguas Shutdown Savings 3.2 Beta OE Savings rate savings from implementation of OE programs of ~$9 million (~$1.8) ? Implementation of the OE programs has begun and Pi has estimated Olds Site Shutdown Savings 11.0 realized savings of $0.3 million in FYQ3 2013

Pro Forma Adjusted EBITDA $190.1 18.0%

Beta Integration ? Beta and Pi headcount reductions and other expenditure decreases Less: Bonus (8.0)

Synergies (e.g., tradeshows, procurement, etc.) as a result of the combination of Less: Beta _Norm._ Stub-period EBITDA (5.7) (~$6.4) the two companies Add: Beta pre-Acq. Stub-period EBITDA 1.5 ? Pi is in the process of shutting down the Caguas facility

Caguas Shutdown Adj. FY2013E EBITDA $177.8 16.9%

Savings ? Adjustment to reflect the net impact of consolidating the Caguas (~$3.2) revenue (Dec. 2013) into the Manati facility

Olds Site Shutdown ? Pi is in the process of shutting down the facility

Savings ? Adjustment represents the net cost savings from shifting the Olds (~$11.0) production (Oct. 2013) to High Point and Tillburg

19 Source: Company filings, Management projections and Management presentation

Discounted Cash Flow Analysis

(US$ millions except for per share data)

Assumptions Unlevered Free Cash Flow Forecast

? Terminal year capex Free Cash Flow Summary CAGR / Avg. reduced to account for FY2014E FY2015E FY2016E FY2017E FY2018E Term. ‘13E-‘18E lower growth Revenue $1,144 $1,218 $1,295 $1,376 $1,462 $1,495 6.8%

Growth 8.4% 6.5% 6.4% 6.2% 6.3% 2.3%

_ Terminal year D&A

EBITDA $204 $230 $257 $287 $311 $318 15.8% equal to terminal year % of Revenue 17.8% 18.9% 19.9% 20.8% 21.3% 21.3% 18.8% capex Less: Cash Taxes (30) (35) (40) (45) (49) (59) Less: Capital Expenditures (53) (56) (60) (63) (67) (55) 6.4% ? $2 million (pre-tax) cash Add / (Less): Changes in Working Capital (14) (8) (8) (9) (8) (3) payments included to Less: Repositioning Expenses (After-tax) (10) (6) — —Less: Other Cash Payments (After-tax) (7) — — -fund pension deficit Less: Excess Pension Funding (After-tax) (2) (2) (2) (2) (2) -

20% cash tax Unlevered Free Cash Flow $88 $123 $149 $168 $185 $201

? rate

FY2014E -FY2018E, Discounted Cash Flow Summary (10.0% WACC) EBITDA Method

22.5% in terminal year

DCF Summary Equity Value per Share (US$)

US$ millions, unless otherwise noted Terminal Value Method WACC Terminal EBITDA Multiple

EBITDA % GRIP % 11.5 8.0x 8.5x 9.0x 9.5x 10.0x

Terminal Year EBITDA / FCF 311 201 8.00% $11.37 $12.06 $12.76 $13.46 $14.15

Terminal EBITDA Mult / Perp. Growth Rate 9.0x 2.25% 9.00% 10.77 11.44 12.10 12.77 13.43

Terminal Enterprise Value 2,802 2,592 10.00% 10.20 10.84 11.48 12.11 12.75 PV of Terminal Enterprise Value 1,740 76% 1,688 75% 11.00% 9.67 10.28 10.88 11.49 12.10

PV of Cash Flows 549 24% 549 25% 12.00% 9.16 9.74 10.32 10.90 11.48

Enterprise Value 2,288 100% 2,236 100% GRIP Method

Less: Net Debt (FY2013E) (544) (544)

Equity Value 1,744 1,692 Equity Value per Share (US$)

Equity Value per Share $11.48 $11.14

WACC Perpetual Growth Rate

Equity Value per Share (C$) $11.98 $11.63 11.1 1.75% 2.00% 2.25% 2.50% 2.75%

Average (US$) $11.31 8.00% $15.24 $15.83 $16.47 $17.17 $17.93 9.00% 12.55 12.96 13.41 13.88 14.40 10.00% 10.51 10.82 11.14 11.48 11.84 11.00% 8.92 9.15 9.39 9.64 9.91 12.00% 7.64 7.82 8.00 8.20 8.40

Denotes values below US$9.32 (C$9.73)

20 Source: Company reports, Management projections, RBC analysis, Bloomberg Note: C$ figures converted to US$ at 0.9579 C$ per US$

Discounted Cash Flow Analysis _ Forecast Sensitivity

Revenue Growth / EBITDA Margin Sensitivity Commentary

Equity Value per Share (US$) ? For reference purposes

Implied Rev. Abs. Annual _ FY2013E EBITDA margin: 14.2%

CAGR Rev. Growth Implied Avg. EBITDA Margin (‘14E-‘18E) /

‘13E-‘18E +/- Change Absolute Annual EBITDA Margin +/- Change _ Adj. FY2013E margin: 16.9% 19.7% 16.7% 17.7% 18.7% 19.7%

6.8% 11.3 (3.0%) (2.0%) (1.0%) 0.0% _ FY2014E EBITDA margin: 17.8%

3.8% (3.0%) $5.33 $6.10 $6.88 $7.65

_ Management margin estimate is 2.3%

4.8% (2.0%) 6.45 7.24 8.04 8.84

7.60 8.41 9.23 10.05 higher than consensus estimate

5.8% (1.0%)

6.8% 0.0% 8.78 9.62 10.46 11.31

? Based on a average of 9.0x terminal EBITDA multiple, 2.25% GRIP and 10.0% WACC, current

Denotes values below US$9.32 (C$9.73) offer of US$9.32 (C$9.73) implies

_ FY2013E -FY2018E EBITDA CAGR below

Implied EBITDA ‘13E-‘18E EBITDA CAGR

~13.1% vs. forecast of 15.8%

Implied Rev. Abs. Annual

CAGR Rev. Growth Implied Avg. EBITDA Margin (‘14E-‘18E) / ‘13E-‘18E +/- Change Absolute Annual EBITDA Margin +/- Change 18.8% 16.7% 17.7% 18.7% 19.7% 0.2 (3.0%) (2.0%) (1.0%) 0.0% 3.8% (3.0%) 5.5% 6.9% 8.3% 9.5% 4.8% (2.0%) 7.9% 9.2% 10.5% 11.7% 5.8% (1.0%) 10.2% 11.4% 12.6% 13.8% 6.8% 0.0% 12.3% 13.5% 14.7% 15.8%

21 Source: Company reports, Management projections, RBC analysis, Bloomberg Note: C$ figures converted to US$ at 0.9579 C$ per US$

Precedent Transaction Analysis

Contract Manufacturing Organizations

? Pi_s acquisition of Beta was the most recent relevant transaction and was executed at 10.8x EV / Trailing EBITDA (7.1x EV / Estimate Synergized Trailing EBITDA at Time of Acquisition)

? Pi_s trailing EBITDA is subject to a number of material adjustments

(US$ in millions, unless otherwise noted)

Ann. Date Acquiror Target Premium EV EV / Revenue EV / EBITDA EBITDA Margin Trail. Rev. Growth

06-Mar-13 Ajinomoto Althea $175 3.3x na na n/a 31-Dec-12 Warburg Pincus JHP Pharma $195 na na na n/a 29-Oct-12 Pi Beta $269 1.0x 10.8x 9.2% 5.9% 04-Oct-12 Mayne Pharma Metrics $105 2.0x 6.5x 31.2% n/a 06-Aug-12 BC Partners Aenova €$500 2.0x 9.4x 21.2% n/a 18-May-12 Delta Ocean Nutrition Canada C$540 2.8x 9.4x 30.3% 20.0% 19-Aug-11 Catalent Pharma Solutions Aptuit (Clinical Trials Business) $407 2.1x 10.1x 20.4% 18.7% 04-Apr-11 KKR Capsugel $2,375 3.2x 11.3x 28.0% 2.9% 24-Feb-11 Eurofins Lancaster Laboratories $200 1.7x 8.0x 21.7% n/a 30-Apr-08 Dr. Reddy’s Laboratories BASF (CMO Segment) $40 0.9x 6.2x 15.0% n/a 04-Apr-08 Jubilant Organosys Draxis Health 41.2% $233 3.0x nmf 10.4% (11.4%) 03-Aug-07 CK Life Sciences Lipa Pharmaceuticals 18.8% A$114 1.3x 9.6x 13.4% 13.0% 24-Apr-07 Jubilant Organosys HollisterStier Laboratories $123 2.2x 11.2x 19.8% n/a 25-Jan-07 Blackstone Cardinal (Catalent Pharma Solutons) $3,217 2.0x 14.3x 13.9% 6.3%

Mean 30.0% 2.1x 9.7x 19.6% 7.9% Median 30.0% 2.0x 9.6x 20.1% 6.3% Mean (Post January 1, 2011) 2.3x 9.6x 23.4% 11.9% Median (Post January 1, 2011) 2.1x 9.8x 24.6% 12.3%

Pi—Offer US$9.32/sh

Implied Enterprise Value Revenue (FY2013) EBITDA (Adj FY2013) EV / Revenue EV / EBITDA EBITDA Margin $1,960 $1,055 $178 1.9x 11.0x 16.9% $1,960 $1,055 $150 1.9x 13.1x 14.2%

The consideration of US$ 9.32 per Pi share implies an EV / EBITDA multiple which is higher than the multiples paid in recent precedent transactions

22 Source: Public Filings, press releases, select street research and RBC estimates

Comparable Trading Analysis

? Comparable trading analysis does not capture an en-bloc value of a company and is hence less relevant for the current context

? There are no perfect public comparable companies to Pi

_ The most relevant of the available public comparables to Pi are the Contract Manufacturing Organizations companies included below (Lonza, Biocon, Cambrex, Albany Molecular)

(US$ millions, except share data, unless otherwise noted)

Share Market Enterprise EV / EBITDA (2) P/E (2) Rev Gr (2) EBITDA Gr (2) EPS Gr (2) LTM EBITDA Total Debt / Company Price (1) Cap Value CY13E CY14E CY13E CY14E CY13E/CY14E CY13E/CY14E CY13E/CY14E Margin LTM EBITDA

Contract Manufacturing Organization

Lonza Group CHF 86.90 $5,028 $7,777 11.2x 9.6x 16.9 x 14.4 x 6% 16% 18% 18% 4.2x Biocon INR 371.85 $1,179 $1,065 10.7x 8.9x 19.5 x 16.4 x 18% 19% 19% 23% 0.8x Cambrex US$18.84 $593 $656 9.8x 9.3x 22.9 x 18.3 x 7% 5% 25% 24% 1.5x Albany Molecular US$14.12 $465 $433 9.1x 9.0x 21.4 x 22.1 x 12% 1% (3%) 16% 0.2x

Median 10.2x 9.2x 20.4 x 17.4 x 9% 11% 18% 21% 1.1x Mean 10.2x 9.2x 20.2 x 17.8 x 11% 10% 15% 20% 1.7x

Contract Research Organization

Quintiles Transnational US$43.98 $5,967 $7,342 12.2x 11.3x 21.5 x 19.3 x 8% 8% 12% 16% 3.5x Covance US$86.79 $5,027 $4,699 12.7x 10.8x 27.2 x 22.8 x 9% 17% 19% 17% 0.7x Parexel US$43.10 $2,499 $2,695 11.4x 9.6x 23.5 x 19.1 x 10% 19% 23% 13% 2.2x Charles River Labs US$51.73 $2,542 $3,043 11.1x 10.6x 18.0 x 16.8 x 4% 4% 7% 22% 2.5x ICON Public Limited US$39.98 $2,495 $2,276 13.3x 11.5x 24.0 x 20.3 x 10% 16% 18% 12% 0.0x WuXi PharmaTech US$32.10 $2,376 $2,081 13.3x 11.8x 18.5 x 17.1 x 15% 13% 8% 26% 0.4x

Median 12.5x 11.1x 22.5 x 19.2 x 9% 14% 15% 16% 1.5x Mean 12.3x 10.9x 22.1 x 19.2 x 9% 13% 15% 17% 1.6x

Pi C$5.95 $837 $1,414 9.6x 8.2x 25.1 x 14.7 x 8% 18% 70% 12% 5.4x Pi (Mgmt) C$5.95 $837 $1,414 8.9x 6.8x n/a n/a 8% 31% n/a 12% 5.4x Delta €58.28 $14,083 $16,907 9.4x 8.4x 17.7 x 14.7 x 6% 13% 20% 13% 2.1x

Pi—Offer US$9.32/sh (3) (4) (4)

Pi C$9.73 $1,416 $1,960 13.4x 11.3x 41.0 x 24.1 x 8% 18% 70% 12% 5.4x

The values implied by public company trading multiples were below DCF and precedent transaction values

23 (1) Prices as of Nov-15-2013

(2) Forward estimates are Bloomberg consensus calendarized as at Nov-15-2013 (3) Management projections (as per balance sheet data as at October 31, 2013) (4) Based on calenderized analyst estimates

Precedent Go -Private Premiums Analysis

1-Day Prior to Announcement

64% $9.32

48%

38% Purchase Average: 27% 30% Price

21% (US $

18%

17% per 14% 15%

55 5 share)

(1)

3

2 22 2

-

2005 2006 2007 2008 2009 2010 2011 2012 2013YTD

Number of Transactions Average 1-Day Premium

The consideration of US$ 9.32 per Pi Share represents a premium of 64% to the November 15, 2013 market price (1), which is above the range of the average premium for similar transactions since 2005

24 Source: Public Filings, Company Filings, Capital IQ, Bloomberg

Note: Includes transactions with a minority value greater than $100 million where the acquiror owned greater than 10% of the outstanding shares prior to the transaction or the acquiror included the target company_s management (1) Pi November 15, 2013 closing share price of C$5.95 (converted to US$ at 0.9579 C$ per US$)

Supplemental Material

APPENDIX A

Capital Structure Considerations

Description Commentary

? 140.9 million basic restricted voting shares outstanding as at October 31, 2013 Restricted Voting _ 151.9 million after adjusting for ITM options (take-out method)

? n/a Shares _ Options as at November 8, 2013

? Shareholders entitled to elect six of nine Directors of the Company

? 150,000 Preferred Shares outstanding (100% held by JLL) as at July 31, 2013

Special Voting Class I, ? Entitles JLL to designate three Directors of the Company ? No value ascribed based on minimal Preferred Shares, ? On liquidation, dissolution or winding -up of the Company, holders of each liquidation value and non-Series D Preferred Share receive C$0.0001 transferability

? Not transferable, except to an affiliate of JLL

? Total debt comprise of Senior Secured Term Loan, Senior Secured Revolving Facility and Italian Bank Loans

_ US$625 million forecast book value as at October 31, 2013

Net Debt ? Debt less cash and equivalents

? Cash and equivalents

_ US$45.0 million forecast book value as at October 31, 2013 (as per Management guidance)

? Excluded from enterprise value

? Defined benefit pension plan deficit (US$22.3 million), other post-employment calculation benefit deficit (US$7.8 million) and unfunded termination indemnities (US$5.7

Pension Liability million) ? Included $2 million (pre-tax) of additional pension cash funding

? No significant changes in plan deficits since October 31, 2012 actuarial valuations based on Management guidance

? Holds 18% interest in two Italian entities known as BSP Pharmaceuticals

Investments ? Immaterial interests in certain U.S. retirement plans ? Forecast book value ? $7.0 million forecast book value as at October 31, 2013

? Foreign exchange forward contracts and collars ? Excluded from enterprise value

Financial Instruments

? Net liability position of US$2.8 million as at July 31, 2013 calculation

Source: Company filings, Management projections

26

EX-99.1(C)(6)

Exhibit (c)(6)

November 17, 2013 / Confidential Project Jupiter Fairness Opinion Materials Jefferies LLC Member SIPC

Disclaimer The following pages contain material provided to JLL Associates VI, L.P. (“JLL Associates”) as a general partner of JLL Partners Fund VI, L.P., by Jefferies LLC (“Jefferies”) in connection with a proposed transaction involving Patheon, Inc. (“Patheon” or the “Company”). These materials were prepared on a confidential basis and not with a view toward complying with the disclosure standards under state or federal securities laws. These materials are for use of JLL Associates and may not be used for any other purpose without Jefferies’ written consent. The information contained in this presentation was based solely on publicly available information or information furnished to Jefferies. Jefferies has relied, without independent investigation or verification, on the accuracy, completeness and fair presentation of all such information and the conclusions contained herein are conditioned upon such information (whether written or oral) being accurate, complete and fairly presented in all respects, and Jefferies makes no representation or warranty in respect of the accuracy, completeness or fair presentation of such information. Jefferies does not provide accounting, tax, legal, or regulatory advice. In addition, Jefferies and JLL Associates mutually agree that, subject to applicable law, JLL Associates (and its employees, representatives and other agents) may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, and all materials of any kind (including tax opinions and other tax analyses) related thereto, without Jefferies imposing any limitation of any kind. Important Disclosures i

Table of Contents Transaction Overview 1 Patheon Overview 2 Financial Analysis 3 Appendix 4 Tab ii

Transaction Overview 1

Transaction Structure Koninklijke DSM N.V. (“DSM”) and Sponsor form NewCo LP for the purpose of acquiring Patheon and absorbing DSM asset contribution nSponsor provides equity capital to NewCo LP nNewCo LP borrows funds at operating company level nDSM contributes DSM Assets to NewCo LP NewCo LP acquires (1) the 44% of the shares of Patheon directly from Patheon shareholders by way of a Plan of Arrangement in a cash transaction and (2) 56% of the shares of Patheon by acquiring JLL Partners Fund V (Patheon) L.P. in a cash transaction nJLL Associates has indicated that Fund V has no assets or liabilities other than the direct or indirect ownership of shares of Patheon nDSM receives (1) 49% ownership of NewCo LP equity and (2) Paid-in-kind seller note issued by a wholly-owned subsidiary of NewCo LP nJLL Partners Fund VI L.P. and others receive 51% ownership of NewCo LP equity 1 2 3 Transaction Structure Public Shareholders (44%) Patheon 3 Debt Investors DSM DSM Assets 1 3 1 1 2.1 2 JLL Partners Fund VI L.P., limited partners of JLL funds, and others (“Sponsor”) Seller Note + 49% Equity Ownership Contributes Select Assets 51% Equity Ownership Cash Cash NewCo LP (DSM Assets + Patheon) JLL Partners Fund V (56%) Source: JLL Partners, Inc. (“JLL Partners”), an affiliate of JLL Associates. 2.2 Cash Cash 2

Summary of Selected Transaction Terms

Structure nAcquisition of Patheon by way of a Plan of Arrangement and an acquisition of JLL Partners Fund V (Patheon) L.P. interests

Price per Share n$9.32 USD nPer share price is fixed at $9.32 USD to be received by shareholders Consideration n100% cash Implied Equity Value n$1,391.5 million (USD) (1) Implied Enterprise Value n$1,967.7 million (USD) (2) Financing n$1,650.0 million committed financing -$1,150.0 million 1st Lien Term Loan -$500.0 million Senior Unsecured Notes Expected Closing nQ1 2014 Other Considerations nBreak up fee to be negotiated nOther customary closing conditions, including anti trust approvals

Sources: Arrangement Agreement provided on November 14, 2013, Patheon public filings, Capital IQ as of November 15, 2013, and materials prepared by Patheon management and furnished by management of JLL Partners. (1)Fully-diluted shares calculated using the treasury stock method based on 140.9 million common shares, 11.1 million stock options at a weighted average exercise price of $2.65 USD and 0.447 million director stock units per JLL Partners. (2)Assumes $623.7 million in debt and $47.5 million in cash per materials prepared by Patheon management and furnished by management of JLL Partners. Acquisition of Patheon 3

Transaction Overview Sources: Patheon SEC filings, Capital IQ as of November 15, 2013, and materials prepared by Patheon management and furnished by management of JLL Partners. (1)Reflects trading days. VWAP defined as volume weighted average price. (2)Based on closing stock prices. (3)Fully-diluted shares calculated using the treasury stock method based on 140.9 million common shares, 11.1 million stock options at a weighted average exercise price of $2.65 USD and 0.447 million director stock units per materials prepared by Patheon management and furnished by management of JLL Partners. (4)Assumes a CAD to USD exchange rate of 0.956 as of November 15, 2013 per Capital IQ. (5)Multiples per financials prepared by Patheon management and furnished by JLL Partners. (6)Adjustments are prepared by Patheon management and furnished by JLL Partners. Current Patheon Market Data (CAD, unless otherwise noted)Transaction Metrics (CAD, unless otherwise noted)Offer Price per Share9.75$ Offer Price Premium to:Current Closing Stock Price (11/15/2013)5.95$ Current Closing Stock Price (11/15/2013)63.9%30-Day VWAP (1)5.78 30-Day VWAP (1)68.6%60-Day VWAP (1)6.22 60-Day VWAP (1)56.9%90-Day VWAP (1)6.12 90-Day VWAP (1)59.2%1 Year VWAP (1)4.53 1 Year VWAP (1)115.4%52-Week High (08/23/13) (2)6.79 52-Week High (08/23/13) (2)43.6%52-Week Low (02/21/13) (2)3.15 52-Week Low (02/21/13) (2)209.5%Fully Diluted Shares Outstanding (mm) (3)147.3 Fully Diluted Shares Outstanding (mm) (3)149.3 Implied Equity Value (CAD)876.5$ Implied Equity Value (CAD)1,455.6$ CAD-USD Exchange Rate 0.956 CAD-USD Exchange Rate 0.956 Implied Equity Value (USD) (4)837.9$ Implied Equity Value (USD) (4)1,391.5$ Less: Cash and Cash Equivalents (mm)(47.5) Less: Cash and Cash Equivalents (mm)(47.5) Plus: Total Debt (mm)623.7 Plus: Total Debt (mm)623.7 Implied Enterprise Value (USD)1,414.1$ Implied Enterprise Value (USD)1,967.7$ CurrentImplied MedianMedianMarketTransactionComparableComparableCurrent Patheon Multiples (5)StatisticMultiplesImplied Transaction Multiples (5)MultiplesMultiplesTransactionsTEV / CY2013E Revenue$1,069.51.3xTEV / CY2013E Revenue1.8x1.9x2.1xTEV / CY2014E Revenue1,156.11.2xTEV / CY2014E Revenue1.7x1.8xna TEV / CY2013E Adjusted EBITDA158.78.9xTEV / CY2013E Adjusted EBITDA12.4xTEV / CY2013E Adjusted Pro Forma EBITDA (6)181.77.8xTEV / CY2013E Adjusted Pro Forma EBITDA (6)10.8x11.1x11.3xTEV / CY2014E Adjusted EBITDA208.36.8xTEV / CY2014E Adjusted EBITDA9.4x10.2xna 4

Patheon Overview 5

Business Segments Patheon — Company Overview Overview nMarket leading CDMO with global footprint in growing industry of pharmaceutical outsourcing nOperates in three distinct, synergistic segments ?Commercial Manufacturing Outsourcing (“CMO”) ?Pharmaceutical Development Services (“PDS”) ?Banner Life Sciences (“BLS”) nCore dosage form expertise in solids and steriles nOver 5,500 employees across 14 facilities nListed on the Toronto Stock Exchange (TSX:PTI) nJLL owns 56% of shares (JLL Partners Fund V (Patheon), L.P.) CDMO Value Chain Patheon’s Global Network Durham, NC High Point, NC Mexico City, Mexico Cincinnati, OH Toronto, Canada Whitby, Canada Manati, Puerto Rico Bourgoin, France Swindon, England Milton Park, England Tilburg, Netherlands Ferentino, Italy Monza, Italy Tokyo, Japan Commercial Manufacturing Revenue $653M (1) Pharmaceutical Development Services Revenue $147M (1) Banner Life Sciences Revenue $255M (1) Patheon is #1 provider of PDS Services including pre-formulation, formulation, analytical development, clinical manufacturing, scale-up and commercialization Banner Life Sciences is a leading provider of soft gel technologies across prescription (Rx/Gx), OTC, and nutritional products Patheon’s CMO capabilities cover primarily prescription (Rx) products in solid, soft gel and sterile dosage forms, as well as specialized capabilities in high potency, controlled/sustained release, and sterile manufacturing, including aseptic filling and lyophilization CMO PDS API Discovery Drug Product Discovery Chem/Bio ADME/Tox API Proc Dev API CTM Mnalytical Method Solid State Chem. Pre-formulation Analytical Method Dose CTM Comm Mgt Solid Comm Mfg Parenteral Comm Mgt Other API Route Scouting Dose Formulation Patheon Drug Substance Clinical Commercial Sources: Patheon SEC filings and materials prepared by Patheon management and furnished by management of JLL Partners. (1)Represents FY2013E revenue. 6

Patheon — Historical Stock Price Performance Last 12 Months—200 400 600 800 1,000 $- $2.00 $4.00 $6.00 $8.00 $10.0011/15/1212/30/1202/14/1303/31/1305/16/1307/01/1308/15/1309/30/1311/15/13VolumePriceStock Price (CAD) Volume (000)

Trading Summary Date Stock Price (CAD) Closing Stock Price 11/15/13 $5.95 52-Week High 08/23/13 6.79 52-Week Low 02/21/13 3.15 30-Day VWAP (1) 5.78 60-Day VWAP (1) 6.22 90-Day VWAP (1) 6.12 1 Year VWAP (1) 4.53

Source: Capital IQ as of November 15, 2013. (1)Based on trading days. VWAP defined as volume weighted average price. 7

Patheon — Volume Traded Overview Last 12 Months (1) Stock Price Statistics (CAD) 11/15/2013 $5.95 52-Week High (1) 6.79 52-Week Low (1) 3.15 30-Day VWAP (2)(3) 5.78 60-Day VWAP (2)(3) 6.22 90-Day VWAP (2)(3) 6.12 1-Year VWAP (2)(3) 4.53

Total Shares Traded (000) 14,280

Source: Capital IQ as of November 15, 2013. (1)Based on closing stock prices. (2)Based on trading days. (3)VWAP defined as volume weighted average price. Trading History 6,913 2,341 3,195 1,831 48.4% 64.8% 87.2% 100.0% – 25%50%75%100%– 3,0006,0009,00012,00015,000$3.00—$3.99$4.00—$4.99$5.00—$5.99$6.00—$6.99Cumulative Volume (%) Shares Traded (000) Volume (000)% Cumulative 8

Shareholder Ownership Patheon — Shareholder Profile Shareholder Summary Institutions 11% Other Insiders 10% Retail 23% Source: Thomson Financial. Account holdings are based on 13F filings (as of 06/30/13). Insider holdings based on Proxy and Form 4 filings. Institutional OwnershipHoldings%Account(shares)OutstandingCityCI Investments Inc.8,165,2655.8%TorontoTD Asset Management Inc.2,004,4821.4%TorontoAltrinsic Global Advisors, LLC1,737,1391.2%GreenwichHesperian Capital Management Ltd.1,680,0001.2%CalgaryFiera Capital Corporation1,344,1961.0%MontrealCypress Capital Management Ltd.300,0000.2%VancouverFulcra Asset Management Inc.90,001< 0.1%VancouverDimensional Fund Advisors, LP89,785< 0.1%AustinConnor, Clark & Lunn Investment Management Ltd.77,200< 0.1%VancouverAXA Rosenberg Investment Management Ltd.27,600< 0.1%LondonTotal Institutions:15,515,66810.8%Insider OwnershipHoldings%Insider(shares)OutstandingJLL Partners Fund V (Patheon) L.P.78,524,98655.7%Joaquín Bautista Viso 11,689,6988.3%James C. Mullen 2,312,0851.6%Michael E. Lytton 379,0300.3%Brian G. Shaw 110,939< 0.1%Derek J. Watchorn 51,438< 0.1%David E. Sutin 36,454< 0.1%Mark J. Kontny 25,000< 0.1%Total Insiders:93,129,63065.9%JLL Partners Fund V (Patheon) L.P. 56% 9

Shareholder Ownership Patheon — Shareholder Profile Shareholder Summary Institutions 11% Other Insiders 10% Retail 23% Source: Thomson Financial. Account holdings are based on 13F filings (as of 06/30/13). Insider holdings based on Proxy and Form 4 filings. Institutional OwnershipHoldings%Account(shares)OutstandingCityCI Investments Inc.8,165,2655.8%TorontoTD Asset Management Inc.2,004,4821.4%TorontoAltrinsic Global Advisors, LLC1,737,1391.2%GreenwichHesperian Capital Management Ltd.1,680,0001.2%CalgaryFiera Capital Corporation1,344,1961.0%MontrealCypress Capital Management Ltd.300,0000.2%VancouverFulcra Asset Management Inc.90,001< 0.1%VancouverDimensional Fund Advisors, LP89,785< 0.1%AustinConnor, Clark & Lunn Investment Management Ltd.77,200< 0.1%VancouverAXA Rosenberg Investment Management Ltd.27,600< 0.1%LondonTotal Institutions:15,515,66810.8%Insider OwnershipHoldings%Insider(shares)OutstandingJLL Partners Fund V (Patheon) L.P.78,524,98655.7%Joaquín Bautista Viso 11,689,6988.3%James C. Mullen 2,312,0851.6%Michael E. Lytton 379,0300.3%Brian G. Shaw 110,939< 0.1%Derek J. Watchorn 51,438< 0.1%David E. Sutin 36,454< 0.1%Mark J. Kontny 25,000< 0.1%Total Insiders:93,129,63065.9%JLL Partners Fund V (Patheon) L.P. 56% 9

Financial Analysis 11

Financial Analysis Summary Jefferies utilized the methodologies outlined below in its financial analysis of Patheon Selected Public Companies Analysis nA method of valuing an entity relative to publicly traded companies with similar products or services, similar operating or financial characteristics, and/or similar customers or markets ?Jefferies reviewed 10 companies in the Contract Manufacturing Organization (“CMO”) and Contract Research Organization (“CRO”) sectors with similar growth profiles to that of Patheon Premiums Paid nJefferies reviewed 41 selected U.S. and Canadian public transactions announced from January 1, 2009 through November 15, 2013 involving healthcare companies with transaction values of between $500 million and $3 billion Jefferies did not attribute any particular weight to any analysis, methodology, or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Jefferies’ analyses must be considered as a whole. Considering any portion of the analyses or the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusions expressed herein. nFor informational purposes, Jefferies also reviewed premiums paid in selected M&A transactions involving publicly traded U.S. target companies Selected Precedent M&A Transactions Analysis nA valuation methodology based on a review of recent merger and acquisition (“M&A”) transactions involving companies having similar products or services, similar operating or financial characteristics, or similar customers or markets ?Jefferies reviewed 12 selected precedent transactions in the CMO and CRO sectors announced since the beginning of 2010 Discounted Cash Flow Analysis nA valuation methodology based on an entity’s or a business’s risk-adjusted cash flow generating abilities ?Terminal value calculated using an EBITDA multiple of 8.0x – 10.0x ?A range of discount rates between 9.2% – 10.2% were applied to Patheon’s projected cash flows 12

Financial Projections — Fiscal Year Key Assumptions nFinancial Projections prepared by Patheon management and furnished by management of JLL Partners Source: Financials Projections per Patheon management and furnished by JLL Partners. (1)Includes adjustments to SG&A related to consulting fees, stock-based compensation, special committee costs, executive severance costs and SEC registration costs as prepared by Patheon management and furnished by management of JLL Partners. (2)Adjustments prepared by Patheon management and furnished by JLL Partners. Historical FYE October 31,Projected FYE October 31,CAGR (%)($USDmm)2011A2012A2013E2014E2015E2016E2017E’12—‘17Commercial Manufacturing$572.6$613.1$652.9$705.1$747.4$792.3$839.8Pharmaceutical Development Services 127.4 138.4 147.0 161.6 171.3 181.6 192.5 Banner Life Sciences— 254.8 277.0 299.2 321.6 344.1 Revenue$700.0$751.6$1,054.7$1,143.8$1,217.9$1,295.5$1,376.412.9%% Growth4.3%7.4%40.3%8.4%6.5%6.4%6.2%Cost of Goods Sold518.5 552.4 742.0 768.7 811.6 856.2 902.4 Gross Profit181.6 199.2 312.6 375.1 406.3 439.3 474.0 18.9%% Margin25.9%26.5%29.6%32.8%33.4%33.9%34.4%Operating Expenses164.3 166.7 218.8 222.8 231.3 240.1 249.1 Operating Income$17.3$32.5$93.9$152.3$175.0$199.2$224.947.2%% Margin2.5%4.3%8.9%13.3%14.4%15.4%16.3%Adjusted EBIT (1)$32.1$49.8$99.4$152.3$175.0$199.2$224.935.2%Depreciation and Amortization53.2 40.8 50.2 51.6 54.9 58.3 61.9 Adjusted EBITDA$85.3$90.6$149.6$203.9$229.9$257.5$286.825.9%% Growth(1.0%)6.2%65.2%36.3%12.7%12.0%11.4%% Margin12.2%12.1%14.2%17.8%18.9%19.9%20.8%Total Adjustments (2)27.6 Adjusted Pro Forma EBITDA— $177.3— — % Margin16.8% 13

$6.81 $9.37 $8.04 $8.52 $8.02 $7.74 $9.98 $12.44 $10.37 $11.98 $10.82 $10.12 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00Financial Analysis Summary Selected Public Companies Analysis (1)(2) Implied Patheon Equity Value per Share ($USD) Methodology Components Sources: Public filings, projections prepared by Patheon management and furnished by JLL Partners, Wall Street research, ThomsonOne Banker, and Capital IQ as of November 15, 2013. (1)Assumes $623.7 million in debt and $47.5 million in cash as prepared by Patheon management and furnished by JLL Partners. (2)Implied full-diluted price per share calculated using the treasury stock method based on 140.9 million common shares, 11.1 million stock options at a weighted average exercise price of $2.65 USD and 0.447 million director stock units as prepared by Patheon management and furnished by management of JLL Partners. Bottom end of range for each component as per fully diluted share count assuming low end of total implied value, and top end of range for each component as per fully diluted share count assuming high end of total implied value. (3)Adjustments prepared by Patheon management and furnished by JLL Partners. (4)Includes adjustments to SG&A related to consulting fees, stock-based compensation, special committee costs, executive severance costs and SEC registration costs as prepared by Patheon management and furnished by JLL Partners. (5)Based on selected transactions announced from January 1, 2009 to November 15, 2013 involving U.S. and Canadian-based, publicly traded healthcare target companies with transaction values of between $500 million and $3 billion. n1.75x – 2.25x FY2013E Revenue of $1,054.7 million Offer Price: $9.32 USD Enterprise Value / CY2013E Pro Forma Adjusted EBITDA (3)(4) n9.5x – 11.5x CY2013E Adjusted Pro Forma EBITDA of $181.7 million (3)(4) Enterprise Value / CY2014E Adjusted EBITDA (4) n8.5x – 10.5x CY2014E Adjusted EBITDA of $208.3 million (4) Premiums Paid (5) n25th to 75th Percentiles of Premiums Paid Analysis: 19.7% – 75.4% Closing Stock Price as of 11/15/13 Precedent Transaction Analysis (1)(2) Enterprise Value / LTM Revenue Discounted Cash Flow Analysis (1)(2) nEBITDA Exit Multiple range of 8.0x – 10.0x applied to FY2017E Adjusted EBITDA of $286.8 million (4) nWACC: 9.2% – 10.2% n10.0x – 12.0x FY2013E Adjusted Pro Forma EBITDA of $177.3 million (4) Enterprise Value / LTM Adjusted EBITDA (4) 14

2013 EV / EBITDA 2014 EV / EBITDA 13.3x 13.1x 12.8x 12.2x 11.1x 11.1x 10.5x 10.3x 9.2x 9.1x 9.7x 0.0x2.0x4.0x6.0x8.0x10.0x12.0x14.0x16.0x18.0x11.8x 11.4x11.3x 11.0x 10.5x 9.9x 9.7x 9.3x 9.0x 7.0x 8.2x 0.0x2.0x4.0x6.0x8.0x10.0x12.0x14.0xCompa rable Companies Contract Research Organization Median (excludes Patheon) Contract Manufacturing Organization Median: 11.1x Median: 10.2x ‘12 – ‘14 Revenue CAGR 15.3% 14.6% 12.3% 9.5% 9.2% 6.6% 5.0% 3.9% 3.5% 0.4% 4.8% 0.0%4.0%8.0%12.0%16.0%20.0%Median: 7 .9% ’13 EBITDA Margin 27.5% 23.6% 21.1% 19.2% 17.8% 16.0% 15.4% 14.9% 13.2% 12.9% 14.2% 0.0%6.0%12.0%18.0%24.0%30.0%Me dian: 16.9% Sources: Public filings and Capital IQ as of November 15, 2013, except Cambrex which has EBITDA estimates as of November 1, 2013. (1)Based on calendarized Wall Street fiscal year consensus estimates as outlined on pg. 10 of this deck. (2)Patheon CY2012 Revenue accounts for $268.8 million of fiscal year revenue ending October 31, 2012 from Banner Pharmacaps. (3)Outstanding common shares, stock options, cash and debt per the 10Q filed by Patheon on September 5, 2013 for the period ending July 31, 2013. 15

EnterpriseEV / RevenueEV / EBITDAValueLTMLTMDateAcquirerTarget($mm)(x)(x)Contract Research Organization06/24/13KKRPRA International- na Confidential10/03/11Carlyle / Hellman & FriedmanPPD3,484.7 2.3x11.1x05/17/11inVentiv HealthPharmaNet- na Confidential05/04/11INC Research / Avista CapitalKendle International350.1 0.8x13.0x12/28/10Warburg PincusReSearch Pharmaceutical Services245.0 0.9x14.4x08/19/10Avista Capital / Teachers’ Private CapitalINC Research- na ConfidentialMean1.3x12.2xMedian0.9x11.8xContract Manufacturing Organization12/24/12Mitsubishi ChemicalQualicaps657.3 2.9xna 10/29/12PatheonBanner Pharmacaps255.0 na 10.2x08/06/12BC PartnersAenova Group- na na 08/22/11Catalent PharmaAptuit407.0 2.1x10.1x04/04/11KKRCapsugel2,375.0 3.2xna 02/24/11EurofinsLancaster Labs200.0 1.7xna Mean2.5x10.2xMedian2.5x10.2xOverall Mean2.0x11.7xOverall Median2.1x11.3xPrecedent Transactions Sources: Company filings, press releases, Capital IQ and Wall Street research. Notes: “na” indicates data is not available; “nm” indicates data in not meaningful. (1)2010 Kendle Adjusted EBITDA adjusted for one time restructuring expense of $4.5 million and goodwill impairment charge of $7.3 million. (2)2012 Qualicaps estimated revenue estimate of ¥19 billion per Mitsubishi Chemical Holdings Corporation public document “Completion of Acquisition of Qualicaps”, dated March 1, 2013. (3)2012 Banner estimated PF Adjusted EBITDA of $25 million per Patheon company presentation, dated October 29, 2012. (4)2010 Capsugel estimated revenue of $750 million per KKR press release, dated April 4, 2011. (5)2010 Lancaster Labs estimated revenue of $115 million per Thermo Fisher Scientific press release, dated February 24, 2011. (1) (2) (3) (4) (5) 16

Discounted Cash Flow Analysis Source: Financial Projections prepared by Patheon management and furnished by management of JLL Partners. Notes: (1)Tax rate assumption of 20.0% per Patheon management and furnished by management of JLL Partners. (2)Additional cash expenses are outlined on pg. 24 of this document. (3)Change in working capital assumed to be 14% of the change in revenue per Patheon management and furnished by management of JLL Partners. (4)Assumes a transaction close of October 31, 2013 with a mid-year convention. (5)Assumes $623.7 million in debt and $47.5 million per Patheon management and furnished by management of JLL Partners. (6)Fully-diluted shares calculated using the treasury stock method based on 140.9 million common shares, 11.1 million stock options at a weighted average exercise price of $2.65 USD and 0.447 million director stock units per Patheon management and furnished by management of JLL Partners. (7)Assumes a CAD to USD exchange rate of 0.956 as of November 15, 2013 per Capital IQ. Discounted Cash Flow Analysis Projected Fiscal Year Ending October 31, ($USDmm, except per share data)2014P2015P2016P2017PRevenue1,143.8$ 1,217.9$ 1,295.5$ 1,376.4$ Adjusted EBITDA203.9$ 229.9$ 257.5$ 286.8$ (-) Depreciation and Amortization(51.6) (54.9) (58.3) (61.9) EBIT152.3 175.0 199.2 224.9 (-) Taxes @ 20.0% (1)(30.5) (35.0) (39.8) (45.0) NOPAT121.9 140.0 159.4 179.9 (+) Depreciation and Amortization51.6 54.9 58.3 61.9 (-) Capital Expenditures(53.1) (56.3) (59.7) (63.2) (-) Additional Cash Expenses (2)(17.2) (11.5) (1.5) (1.5) (+/-) Changes in Net Working Capital (3)(12.5) (10.4) (10.9) (11.3) Unlevered Free Cash Flow90.7$ 116.7$ 145.6$ 165.7$ Sensitivity Analyses Implied Enterprise Value ($USDmm)Implied Equity Value ($USDmm)DiscountLTM EBITDA Exit Multiple (x)DiscountLTM EBITDA Exit Multiple (x)Rate (%)8.0x9.0x10.0xRate (%)8.0x9.0x10.0x9.2%2,040.72,242.32,443.99.2%1,464.51,666.11,867.79.7%2,007.32,205.32,403.29.7%1,431.11,629.11,827.010.2%1,974.62,169.02,363.410.2%1,398.41,592.81,787.2Implied Price per Share ($USD)Implied Perpetuity Growth Rate (%)DiscountLTM EBITDA Exit Multiple (x)DiscountLTM EBITDA Exit Multiple (x)Rate (%)8.0x9.0x10.0xRate (%)8.0x9.0x10.0x9.2%9.8011.1212.449.2%1.8%2.6%3.2%9.7%9.5810.8812.189.7%2.3%3.1%3.7%10.2%9.3710.6411.9210.2%2.8%3.6%4.2%(4)(5) (4)(5)(6) (4)(5)(6)(7) 17

Premiums Paid Detail Sources: Public filings, Wall Street research, and SDC Platinum (Thomson Reuters) as of November 15, 2013. Selected U.S. and Canadian Public Healthcare Companies Summary Criteria nSelected transactions involving U.S. and Canadian-based, publicly traded healthcare companies nTransactions announced from January 1, 2009 to date nTransaction values of between $500 million and $3 billion nIncludes only cash transactions DateTransaction ValueOffer PriceAnnouncedTarget NameAcquiror Name($USDmm)1 Day Prior4 Weeks Prior09/25/13MAKO Surgical CorpStryker Corp1,484 85.5% 107.2% 09/05/13Astex Pharmaceuticals IncOtsuka Holdings Co Ltd887 2.8% 70.3% 08/27/13Hi-Tech Pharmacal Co IncAkorn Inc602 23.5% 19.8% 07/30/13Optimer Pharmaceuticals IncCubist Pharmaceuticals Inc776 0.3% 14.6% 07/30/13Trius Therapeutics IncCubist Pharmaceuticals Inc787 17.9% 63.0% 06/25/13CML HealthCare IncLifeLabs Inc1,163 49.3% 39.3% 04/29/13Conceptus IncEvelyn Acquisition Co1,063 19.7% 30.5% 01/22/13MAP Pharmaceuticals IncAllergan Inc944 60.5% 62.0% 11/15/12Schiff Nutrition Intl IncReckitt Benckiser Group PLC1,318 81.1% 71.2% 11/05/12Metro Health Networks IncHumana Inc534 3.7% 14.0% 10/25/12PSS World Medical IncMcKesson Corp1,459 34.3% 25.8% 08/22/12Sunrise Senior Living IncHealth Care REIT Inc897 62.4% 126.9% 07/16/12Par Pharmaceutical Cos IncTPG Capital LP1,886 158.5% 118.3% 04/23/12Ardea Biosciences IncAstraZeneca PLC1,245 53.6% 38.8% 04/19/12Human Genome Sciences IncGlaxoSmithKline PLC2,910 98.7% 88.2% 03/12/12ZOLL Medical CorpAsahi Kasei Corp2,200 23.8% 27.5% 01/26/12Micromet IncArmstrong Acquisition Corp1,146 32.9% 52.6% 01/07/12Inhibitex IncBristol-Myers Squibb Co2,524 163.4% 77.6% 12/15/11SonoSite IncFujifilm Holdings Corp796 75.4% 67.3% 09/08/11Caliper Life Sciences IncPerkinElmer Inc612 42.1% 58.9% 07/05/11Immucor IncIVD Acquisition Corp1,687 30.3% 36.4% 04/11/11American Med Sys Holdings IncNIKA Merger Sub Inc2,704 34.4% 44.4% 02/22/11Clinical Data IncMagnolia Acquisition Corp1,200 6.2% 34.5% 02/14/11Emergency Medical Svcs CorpClayton Dubilier & Rice LLC2,823 (8.6%)(4.7%)02/08/11RehabCare Group IncKindred Healthcare Inc1,286 38.1% 39.2% 12/21/10Martek Biosciences CorpGreenback Acquisition Corp1,055 34.9% 43.7% 09/07/10ZymoGenetics IncBristol-Myers Squibb Co838 77.0% 119.1% 06/01/10ev3 IncCOV Delaware Corp2,692 18.9% 19.5% 05/24/10Odyssey HealthCare IncGentiva Health Services Inc924 40.0% 39.4% 05/17/10Psychiatric Solutions IncUniversal Health Services Inc1,965 10.8% 14.2% 03/10/10Facet Biotech CorpAbbott Laboratories719 66.6% 66.8% 12/21/09Chattem IncSanofi-Aventis SA1,781 33.6% 39.0% 12/16/09FGX International Holdings LtdEssilor International SA558 10.3% 18.3% 09/03/09Sepracor IncAptiom Inc2,574 27.6% 30.7% 07/27/09Varian IncAgilent Technologies Inc1,512 32.7% 31.1% 07/22/09Medarex IncBristol-Myers Squibb Co2,247 93.2% 96.6% 06/04/09Axsys Technologies IncGeneral Dynamics Advanced640 97.3% 42.6% 05/21/09Cougar Biotechnology IncJohnson & Johnson988 18.3% 23.2% 03/12/09CV Therapeutics IncGilead Sciences Inc1,330 76.2% 122.7% 01/12/09Advanced Medical Optics IncAbbott Laboratories1,378 148.6% 301.5% 01/05/09Indevus Pharmaceuticals IncEndo Pharmaceuticals Holdings592 42.9% 69.2% Mean (41)1,384 49.2% 58.6% Median (41)1,200 34.9% 42.6% High2,910 163.4% 301.5% 75th Percentile1,781 75.4% 70.3% 50th Percentile1,200 34.9% 42.6% 25th Percentile838 19.7% 30.5% Low534 (8.6%)(4.7%) 18

Appendix 19

Selected Public Companies — Trading Overview Sources: Public filings and Capital IQ as of November 15, 2013, except Cambrex which has EBITDA estimates as of November 1, 2013. (1)FD equity value = stock price * (common shares outstanding + restricted stock + options and warrants per the treasury stock method). (2)Enterprise value = FD equity value – cash and cash equivalents + total debt + preferred equity + non-controlling interests. (3)Wall Street consensus estimates per Capital IQ. (4)Based on calendarized Wall Street consensus estimates as outlined on pg. 10 of this deck. Outstanding common shares, stock options, cash and debt per the 10Q filed by Patheon on September 5, 2013 for the period ending July 31, 2013. Price% ofFD EquityEnterpriseEnterprise Value / Revenue (3)Enterprise Value / EBITDA (3)(11/15/13)52-Wk HighValue (1)Value (2)CY13CY14CY15CY13CY14CY15CompanyTicker($)(%)($mm)($mm)(x)(x)(x)(x)(x)(x)CROsCharles River LaboratoriesCRL51.73100.0%2,5323,0482.6x2.5x2.4x11.1x10.5x10.1xCovanceCVD86.7994.3%5,0274,6992.0x1.8x1.7x12.8x11.0x10.0xICON ICLR39.9890.4%2,4702,2521.7x1.5x1.4x13.1x11.4x10.1xPAREXELPRXL43.1078.3%2,4862,6871.5x1.4x1.2x11.1x9.9x8.4xQuintilesQ43.9892.6%5,9677,4032.0x1.8x1.7x12.2x11.3x10.3xMean91.1%1.9x1.8x1.7x12.1x10.8x9.8xMedian92.6%2.0x1.8x1.7x12.2x11.0x10.1xCMOsAlbany Molecular ResearchAMRI14.1298.3%4654321.7x1.7x1.6x9.1x9.0x8.9xCambrexCBM18.8496.8%5936692.2x2.0x1.8x10.3x9.7xna Lonza LONN94.9596.8%4,9307,6781.9x1.8x1.7x10.5x9.3x8.6xSiegfried SWX:SFZN168.1698.1%6065791.4x1.3x1.3x9.2x7.0x6.2xWuXi PharmaTechNYSE:WX32.1096.3%2,3762,1053.7x3.2x2.7x13.3x11.8x10.7xMean97.2%2.2x2.0x1.8x10.5x9.4x8.6xMedian96.8%1.9x1.8x1.7x10.3x9.3x8.8xOverall Mean94.2%2.0x1.9x1.8x11.3x10.1x9.3xOverall Median96.5%1.9x1.8x1.7x11.1x10.2x10.0xPatheon (4)TSX:PTI5.6987.5%8341,4201.4x1.3xna 9.7x8.2xna 20

Selected Public Companies — Growth and Margin Analysis Sources: Public filings and Capital IQ as of November 15, 2013, except Cambrex which has EBITDA estimates as of November 1, 2013. (1)FD equity value = stock price * (common shares outstanding + restricted stock + options and warrants per the treasury stock method). (2)Enterprise value = FD equity value – cash and cash equivalents + total debt + preferred equity + non-controlling interests. (3)Wall Street consensus estimates per Capital IQ. (4)Based on calendarized Wall Street consensus estimates as outlined on pg. 10 of this deck. Outstanding common shares, stock options, cash and debt per the 10Q filed by Patheon on September 5, 2013 for the period ending July 31, 2013. Revenue Growth (3)CAGREBITDA Growth (3)CAGREBITDA Margins (3)CY13CY14CY15’12—‘14CY13CY14CY15’12—‘14CY13CY14CY15Company(%)(%)(%)(%)(%)(%)(%)(%)(%)(%)(%)CROsCharles River Laboratories3.3%3.8%3.5%3.5%7.1%5.0%4.0%6.0%23.6%23.9%24.0%Covance9.7%8.7%6.8%9.2%21.5%15.8%10.7%18.6%15.4%16.4%17.0%ICON 19.4%10.1%9.1%14.6%47.3%15.1%12.9%30.2%12.9%13.5%13.9%PAREXEL17.6%7.2%9.2%12.3%32.4%11.7%18.5%21.6%13.2%13.7%14.9%Quintiles2.4%7.6%7.4%5.0%24.6%7.7%9.7%15.8%16.0%16.0%16.4%Mean10.5%7.5%7.2%8.9%26.6%11.1%11.1%18.5%16.2%16.7%17.2%Median9.7%7.6%7.4%9.2%24.6%11.7%10.7%18.6%15.4%16.0%16.4%CMOsAlbany Molecular Research9.2%4.1%6.7%6.6%53.3%0.7%1.0%24.3%19.2%18.6%17.6%Cambrex11.4%7.6%10.9%9.5%12.6%6.2%na 9.3%21.1%20.8%na Lonza (4.5%)5.6%4.3%0.4%7.2%13.0%8.0%10.1%17.8%19.1%19.7%Siegfried 5.0%2.8%3.4%3.9%50.1%30.9%13.8%40.2%14.9%19.0%20.9%WuXi PharmaTech15.3%15.3%15.4%15.3%20.8%12.2%10.5%16.4%27.5%26.8%25.6%Mean7.3%7.1%8.1%7.1%28.8%12.6%8.3%20.1%20.1%20.8%21.0%Median9.2%5.6%6.7%6.6%20.8%12.2%9.2%16.4%19.2%19.1%20.3%Overall Mean8.9%7.3%7.7%8.0%27.7%11.8%9.9%19.3%18.2%18.8%18.9%Overall Median9.4%7.4%7.1%7.9%23.1%12.0%10.5%17.5%16.9%18.8%17.6%Patheon (4)1.4%8.2%na 4.8%76.3%17.9%na 44.2%14.2%15.5%na 21

Weighted Average Cost of Capital Sources: Public filings, Ibbotson, Bloomberg, and Capital IQ as of November 15, 2013. (1)2-year weekly, historical-adjusted Beta per Bloomberg as of November 15, 2013, the most current reported period. (2)Assumes 20.0% corporate tax rate, per Patheon management and furnished by management of JLL Partners. (3)Assumes median capital structure of selected companies. (4)Represents 20-year Canadian Government Note. (5)Per 2013 Ibbotson; 8th decile of market capitalization ($514 million—$818 million). (6)Canadian long-horizon equity risk premium per Ibbotson International Risk Premia Report 2012. (7)Patheon’s weighted average cost of debt based on current outstanding debt of $569.5 million secured term loan at LIBOR plus 6.00% with a 1.25% LIBOR floor and $46.0 million secured revolving facility at 6.7%, the midpoint of the 5.8% and 7.75%. Unlevered Beta CalculationClosingStock PriceFD EquityTotalTotalTotal Debt /MarginalUnlevered Beta Calculation2-11/15/13)ValueDebtCap.Total EquityTotal Cap.Tax RateLevered1+(D*(1-t))/EUnleveredCompanyTicker($)($mm)($mm)($mm)(%)(%)(%)Beta (1)(x)BetaCharles River LaboratoriesCRL51.732,532$640$3,19025.3%20.1%35.0%0.981.160.84Covance CVD86.795,027$265$5,2925.3%5.0%35.0%0.731.030.70ICONICLR39.982,470– $2,470– – 12.5%0.651.000.65PAREXEL PRXL43.102,486$505$2,99120.3%16.9%35.0%1.151.131.01Quintiles Q43.985,967$2,046$8,01334.3%25.5%35.0%0.841.220.69Albany Molecular ResearchAMRI14.12465$6$4711.4%1.4%35.0%1.041.011.03CambrexCBM18.84593$101$69417.0%14.6%35.0%1.031.110.92LonzaLONN94.954,930$3,049$7,97861.8%38.2%22.0%1.231.480.83SiegfriedSWX:SFZN168.16606$58$6649.6%8.8%22.0%0.331.080.31WuXi PharmaTechNYSE:WX32.102,376$55$2,4312.3%2.3%15.0%0.721.020.70Mean17.7%13.3%28.2%0.871.130.77Median13.3%11.7%35.0%0.911.090.77Patheon Inc.TSX:PTI$5.69$834$626$1,46175.0%42.9%20.0%0.841.600.52Illustrative Weighted Average Cost of Capital CalculationSensitivityInputsNotationValueWACC (%)Levered Equity Beta:Debt /Unlevered BetaUnlevered Beta Ba0.77Cap.0.570.670.770.870.97Tax Rate (2)t20.0%8.0%8.3%8.8%9.3%9.9%10.4%Weight of Equity (3)We88.3%10.0%8.4%9.0%9.5%10.1%10.6%Weight of Debt (3)Wd11.7%12.0%8.6%9.1%9.7%10.2%10.8%Levered Equity Beta (3)Be0.8514.0%8.8%9.3%9.9%10.4%11.0%= [1+(1-t)*(Wd/We)]*Ba16.0%8.9%9.5%10.1%10.6%11.2%Cost of Equity:Risk-Free Rate (4)Rf3.0%Size Premium (5)Rp2.5%Levered Equity BetaBe0.85Market Risk Premium (6)Rm5.6%Cost of EquityKe10.2%=[Rf+Rp+(Be*Rm)]Cost of Debt:Pre-Tax Market Yield of Debt (7)Kd7.2%Tax Ratet20.0%Cost of DebtKd5.8%=[Kd*(1-t)]Weighted Average Cost of Capital (midpoint)WACC9.7%= [(Ke*We)+(Kd*Wd)+Id] 22

Financial Projections — Calendarized Key Assumptions nFinancial Projections per JLL Partners Source: Financial Projections prepared by Patheon management and furnished by management of JLL Partners. (1)Includes adjustments to SG&A related to consulting fees, stock-based compensation, special committee costs, executive severance costs and SEC registration costs as prepared by Patheon management and furnished by management of JLL Partners. Projected CYE December 31,CAGR (%)($USDmm)2013E2014E2015E2016E’12—‘16Commercial Manufacturing$661.6$712.2$754.9$800.2Pharmaceutical Development Services 149.4 163.3 173.1 183.4 Banner Life Sciences258.5 280.7 302.9 325.3 Revenue$1,069.5$1,156.1$1,230.9$1,309.014.6%% Growth40.8%8.1%6.5%6.3%Cost of Goods Sold746.5 775.8 819.0 863.9 Gross Profit323.0 380.3 411.8 445.1 26.2%% Margin30.2%32.9%33.5%34.0%Operating Expenses219.4 224.2 232.8 241.6 Operating Income$103.6$156.1$179.1$203.5418.0%% Margin9.7%13.5%14.5%15.5%Adjusted EBIT (1)$108.2$156.1$179.1$203.590.1%Depreciation and Amortization50.5 52.2 55.4 58.9 Adjusted EBITDA$158.7$208.3$234.5$262.445.9%% Growth173.8%31.2%12.6%11.9%% Margin14.8%18.0%19.1%20.0%Adjusted Pro Forma EBITDA$181.7——% Margin17.0% 23

Financial Projections — Calendarized Key Assumptions nFinancial Projections per JLL Partners Source: Financial Projections prepared by Patheon management and furnished by management of JLL Partners. (1)Includes adjustments to SG&A related to consulting fees, stock-based compensation, special committee costs, executive severance costs and SEC registration costs as prepared by Patheon management and furnished by management of JLL Partners. Projected CYE December 31,CAGR (%)($USDmm)2013E2014E2015E2016E’12—‘16Commercial Manufacturing$661.6$712.2$754.9$800.2Pharmaceutical Development Services 149.4 163.3 173.1 183.4 Banner Life Sciences258.5 280.7 302.9 325.3 Revenue$1,069.5$1,156.1$1,230.9$1,309.014.6%% Growth40.8%8.1%6.5%6.3%Cost of Goods Sold746.5 775.8 819.0 863.9 Gross Profit323.0 380.3 411.8 445.1 26.2%% Margin30.2%32.9%33.5%34.0%Operating Expenses219.4 224.2 232.8 241.6 Operating Income$103.6$156.1$179.1$203.5418.0%% Margin9.7%13.5%14.5%15.5%Adjusted EBIT (1)$108.2$156.1$179.1$203.590.1%Depreciation and Amortization50.5 52.2 55.4 58.9 Adjusted EBITDA$158.7$208.3$234.5$262.445.9%% Growth173.8%31.2%12.6%11.9%% Margin14.8%18.0%19.1%20.0%Adjusted Pro Forma EBITDA$181.7——% Margin17.0% 23

EX-99.1(D)(8)

EXECUTION VERSION Exhibit (d)(8)

MANAGEMENT AGREEMENT

This MANAGEMENT AGREEMENT (the “Agreement”) is made as of November 18, 2013 by and among JLL Patheon Co-Investment Fund, L.P., an exempt limited partnership organized under the laws of the Cayman Islands (“Holdings”), JLL/Delta Patheon Holdings, L.P., an exempt limited partnership organized under the laws of the Cayman Islands (the “Company”), and James C. Mullen (the “Key Manager”) the Chief Executive Officer of Patheon Inc., a Canadian corporation (“Patheon”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Arrangement Agreement (as defined below).

RECITALS

WHEREAS, on the date hereof, (i) the Company, Holdings and Kininklijke DSM N.V., a corporation organized under the laws of The Netherlands (“DSM”) have entered into a Contribution Agreement pursuant to which DSM has agreed to contribute assets and Holdings has agreed to contribute cash to capitalize the Company (the “Contribution”) and (ii) Patheon and the Company have entered into an Arrangement Agreement and related Plan of Arrangement (the “Arrangement Agreement”), pursuant to which Patheon will be amalgamated with an indirect wholly owned subsidiary of the Company with the result that Patheon will become a wholly-owned indirect Subsidiary of the Company (the “Amalgamation” and, together with the Contribution and the related financing transactions, the “Transactions”);

WHEREAS, in connection with and as a part of the consummation of the Transactions (the “Closing”), the Key Manager will become the Chief Executive Officer of the Company and in that capacity will provide services to Holdings, the Company and its Subsidiaries;

WHEREAS, in connection with and as a part of the Transactions, and subject to the consummation thereof, the Company and Holdings have committed and agreed to grant to the Key Manager and certain other senior executives of Patheon, and the Key Manager has agreed to accept, incentive equity compensation; and

WHEREAS, the parties hereto wish to provide for other terms of employment upon and subject to the Closing and to set forth the agreements with respect to other material terms related to the Transactions.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows.

ARTICLE I

INCENTIVE EQUITY AND OTHER EMPLOYMENT TERMS

Section 1.1 Effectiveness. This Agreement shall become effective on the date hereof, provided that the incentive equity and employment-related agreements (as applicable) set forth herein shall become effective upon and subject to the consummation of the Transactions.

Section 1.2 Incentive Equity. In connection with the consummation of the Transactions, the Company will grant at the Closing management incentive equity awards (the “Company Interests”), to the Key Manager and other senior executives of Patheon as may be determined by the Company in consultation with the Key Manager. In addition and in connection with the consummation of the Transactions, Holdings will grant at the Closing management incentive equity awards (the “Holdings Interests” and, together with the Company Interests, the “Management Interests”), to the Key Manager and may grant such incentive equity awards to other key executives of Patheon. All such Management Interests are intended to be treated as profits interests for U.S. tax purposes. The principal terms that will govern the rights and obligations of the Company Interests and the Company with respect to the Company Interests are set forth on the term sheet attached hereto as Exhibit A. The Company Interests will be issued under the Company’s 2014 Equity Incentive Plan (the “Company Incentive Plan”) and pursuant to incentive interest award agreements (the “Company Award Agreements”) reflecting the terms for the Company Interests described on Exhibit A. The principal terms that will govern the rights and obligations of the Holdings Interests and Holdings with respect to the Holdings Interests are as described for the Class B Units in the form of Amended and Restated Exempt Limited Partnership Agreement of Holdings attached hereto as Exhibit B (the “Holdings Limited Partnership Agreement”). The Holdings Interests will be issued under Holdings’ 2014 Equity Incentive Plan (the “Holdings Incentive Plan” and, together with the Company Incentive Plan, the “Plans”) and pursuant to incentive interest award agreements (the “Holdings Award Agreements” and, together with the Company Award Agreements, the “Award Agreements”) reflecting the terms for the Holdings Interests described on Exhibit B. The Key Manager and Holdings and the Company, as applicable, shall enter into one or more Award Agreements in connection with such grants of Management Interests.

Section 1.3 Option Cancellation. In connection with entering into this Agreement, the Key Manger is executing an Option Waiver and Termination Agreement ( the “Option Termination Agreement”) in the form attached hereto as Exhibit C. Pursuant to the terms and conditions of the Option Termination Agreement, the Key Manager is agreeing to the termination of the Option Awards set forth on Exhibit D, immediately prior to, but subject to, the closing of the Transactions.

Section 1.4 Employment Terms. The Company or a subsidiary of the Company and the Key Manager will each negotiate in good faith the terms of a mutually acceptable amendment to the Key manager’s current employment agreement with Patheon providing for his service as the Chief Executive Officer of the Company and its Subsidiaries (the “Amended Employment Agreement”); provided that the execution of the Amended Employment Agreement is not a condition to the consummation of the transactions contemplated hereby.

2

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE KEY MANAGER

The Key Manager represents and warrants to Holdings and the Company as follows:

Section 2.1 Authority. The Key Manager has the capacity to enter into and perform all of the Key Manager’s obligations under this Agreement and the Option Termination Agreement and to consummate the transactions contemplated by this Agreement and the Option Termination Agreement. This Agreement and the Option Termination Agreement constitute valid and binding agreements of the Key Manager, enforceable against the Key Manager in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in law or equity).

Section 2.2 No Conflict. None of the execution, delivery or performance of this Agreement or the Option Termination Agreement by the Key Manager or compliance by the Key Manager with any of the provisions hereof or thereof will (i) require the Key Manager to make a filing with, or obtain any consent, approval or authorization of, any governmental authority, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default or give to any Person any rights of termination, amendment, acceleration or cancellation under any of the terms, conditions or provisions of any agreement, contract or commitment, whether written or oral, to which the Key Manager is a party, or (iii) violate any law applicable to the Key Manager.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND CAYMAN LP

Each of Holdings and the Company, severally and only as to itself represents and warrants to the Key Manager as of the date hereof as follows:

Section 3.1 Authority. Such Person has the corporate or other entity power and authority to enter into and perform all of such Person’s obligations under this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly authorized, executed and delivered by such Person and constitutes a valid and binding agreement of such Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is considered in a proceeding in law or equity).

Section 3.2 No Conflict. None of the execution, delivery or performance of this Agreement by such Person or compliance by such Person with any of the provisions hereof will (i) require such Person to make a filing with, or obtain any consent, approval or authorization of, any governmental authority, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default or give to any Person any rights of termination, amendment, acceleration or cancellation under any of the terms, conditions or provisions of any agreement, contract or commitment, whether written or oral, to which such Person is a party, or (iii) violate any law applicable to such Person.

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ARTICLE IV

MISCELLANEOUS

Section 4.1 Amendment; Termination. This Agreement may be amended or modified only by an agreement in writing signed by Holdings, the Company and the Key Manager. No waiver of any provision under this Agreement shall be enforceable unless executed by the party intended to be bound by such waiver. This Agreement shall automatically terminate without any further action upon the earlier to occur of (a) the termination of the Arrangement Agreement and the Contribution Agreement in accordance with their respective terms and (b) the written agreement of Holdings, the Company and the Key Manager.

Section 4.2 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, (a) such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law and (b) a suitable and equitable provision shall be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof; provided, however, that in the event that the Option Termination Agreement is held to be invalid or unenforceable, this Agreement shall automatically terminate.

Section 4.3 Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. Each of the parties hereto (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, and nothing herein shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) (the “Chosen Courts”), (v) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (vi) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other

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than the aforesaid courts. Each party agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Section 4.4 Waiver of Jury Trial. Each party hereto acknowledges and agrees that any controversy which may arise under this agreement is likely to involve complicated and difficult issues, and therefore each such arty hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this agreement, or the transactions contemplated hereby.

Section 4.5 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

Section 4.6 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Company or Holdings without the prior written consent of the Key Manager, and shall not be assigned by the Key Manager without the prior written consent of the Company and Holdings.

Section 4.7 No Third Party Beneficiaries. This Agreement shall be binding on the parties hereto solely for the benefit of each other, and nothing set forth in this Agreement, express or implied, shall be construed to confer, directly or indirectly, upon or give to any person other than the parties hereto any benefits, rights or remedies under or by reason of, or any rights to enforce or cause such addressees to enforce, any provisions of this Agreement.

Section 4.8 Remedies. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the provisions of this Agreement (without any requirement to post any bond or other security in connection with seeking such relief), in addition to any other remedy at law or equity, exclusively in the Chosen Courts. The parties hereto agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement by the Key Manager, on the one hand, and to prevent or restrain breaches of this Agreement by the Company or Holdings, on the other hand, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the parties under this Agreement. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding relating to this Section 4.8, for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Section 4.8 in any court other than the aforesaid courts.

Section 4.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the

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same agreement. This Agreement and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine, electronic mail or other electronic format (including via portable document format (.pdf)), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

Section 4.10 Construction. Nothing in this Agreement shall be construed, in and of itself, to create an association, trust, partnership, joint venture, or fiduciary relationship between the parties hereto or to impose a trust or partnership duty, obligation, or liability between the parties hereto. No party hereto shall by virtue of this Agreement be deemed to be the representative or attorney of any other party hereto for any purpose whatsoever, and no party hereto shall have the power or authority as agent or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other parties hereto for any purpose whatsoever.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

COMPANY:
	JLL/DELTA PATHEON HOLDINGS, L.P.
	By: JLL/Delta Patheon GP, Ltd., its general partner
	By:	/s/ Michel Lagarde
	Name:	Michel Lagarde
	Title:	Director
HOLDINGS:
	JLL PATHEON CO-INVESTMENT FUND, L.P.
	By: JLL Partners Fund VI (Patheon), L.P., its general partner
	By: JLL Associates VI (Patheon), L.P., its general partner
	By: JLL Associates GP V (Patheon), Ltd., its general partner
	By:	/s/ Paul S. Levy
	Name:	Paul S. Levy
	Title:	Authorized Person

KEY MANAGER:
	/s/ James C. Mullen
	James C. Mullen

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EX-99.1(D)(9)

Exhibit (d)(9)

OPTION WAIVER AND TERMINATION

AGREEMENT

This OPTION WAIVER AND TERMINATION AGREEMENT (the “Agreement”), dated as of November 18, 2013, is made and entered into by and between Patheon Inc., a Canadian corporation (the “Company”) and James C. Mullen (the “Executive”).

WHEREAS, the Company and JLL/DSM Patheon Holdings, L.P., an exempt limited partnership organized under the laws of the Cayman Islands, propose to enter into an Arrangement Agreement (the “Arrangement Agreement”) pursuant to which, among other things, the Company will be acquired by an indirect subsidiary of JLL/DSM Patheon Holdings, L.P. pursuant to a plan of arrangement (the “Transactions”);

WHEREAS, the Company and the Executive are parties to an Employment Agreement, dated as of February 7, 2011 (the “Employment Agreement”);

WHEREAS, it is anticipated that following and subject to the closing of the Transactions, the Executive will continue to provide the same or substantially similar services to the Company’s successor and its parents and subsidiaries, as the Executive provides to the Company prior to the Transactions pursuant to the terms and conditions of a new Employment Agreement which will supersede the Employment Agreement;

WHEREAS, pursuant to the Company’s 2011 Amended and Restated Incentive Stock Option Plan (the “Incentive Plan”) and one or more stock option award agreements thereunder, the Company has granted the Executive options to purchase restricted voting shares of the Company (the “Option Awards”); and

WHEREAS, in connection with the Transactions, the Company and the Executive desire to enter into this Agreement with respect to, among other things, the effect of the Transactions under the Employment Agreement, the Incentive Plan and the Option Awards.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, including, without limitation, the willingness of the parties to the Arrangement Agreement to enter into the Transactions, the parties hereto agree as follows:

1. Notwithstanding any provision of the Employment Agreement, the Incentive Plan and the agreements governing the Option Awards, the vesting and exercisability of the Option Awards shall not automatically accelerate upon or solely in connection with the Transactions, except to the extent set forth on Exhibit A, thereto and the Executive hereby waives the Executive’s right to receive any such accelerated vesting of such Option Awards.

2. Except to the extent set forth on Exhibit A hereto, each Option Award shall terminate immediately prior to, but subject to the closing of the Transactions, without payment of consideration to the Executive therefor and the Executive acknowledges and agrees that the Executive shall not exercise any such Option Awards (or any portion thereof) that shall terminate prior to the closing of the Transactions pursuant to this Section 2.

3. If the Transactions are not consummated prior to April 30, 2014 and/or the Arrangement Agreement is otherwise terminated, then this Agreement shall be without force and effect and this Agreement shall terminate concurrently therewith.

4. This Agreement shall be administered, interpreted and enforced under the internal laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to the principles of conflicts of laws thereof.

5. If any provision of this Agreement is determined to be invalid or unenforceable, it shall be adjusted rather than voided, to achieve the intent of the parties to the extent possible, and the remainder of the Agreement shall be enforced to the maximum extent possible. Except to the extent specifically provided for herein, all other provisions of the Employment Agreement, the Incentive Plan and the agreements governing the Option Awards shall remain in full force and effect according to their respective terms, and nothing contained herein shall be deemed a waiver of any right or abrogation of any obligation otherwise existing thereunder.

6. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. The parties hereto agree to accept a signed facsimile copy of this Agreement as a fully binding original.

(Signature page follows)

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

PATHEON INC.
By:	/s/ Derek J. Watchorn
Name:	Derek J. Watchorn
Title:	Director
EMPLOYEE
/s/ James C. Mullen
James C. Mullen

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Exhibit A:

1. Option Awards Excepted from Section 1 of the Agreement:

None

2. Option Awards Excepted from Section 2 of the Agreement:

None.

EX-99.1(D)(10)

Exhibit (d)(10)

EXECUTION VERSION

INTERIM SHAREHOLDERS’ AGREEMENT

This INTERIM SHAREHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 18, 2013, is made and entered into by and among JLL/Delta Patheon GP, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), JLL Patheon Co-Investment Fund, L.P., a Cayman Islands exempted limited partnership (“JLL Holdco”), Koninklijke DSM N.V., a corporation organized under the laws of The Netherlands (“Delta”) (JLL Holdco and Delta each being referred to herein as a “Shareholder” and collectively being referred to herein as the “Shareholders”), and, solely for purposes of Section 1.06 and Section 1.08, JLL Partners Fund VI, L.P., a Delaware limited partnership (the “JLL Guarantor”).

RECITALS

WHEREAS, JLL Holdco and Delta have established the Company in order to serve as the general partner of JLL/Delta Patheon Holdings, L.P., a Cayman exempted limited partnership (the “Partnership”), which has been formed to acquire, own, operate, conduct and dispose of, directly or indirectly, certain businesses and entities in the pharmaceutical development and commercial manufacturing services and related businesses in the pharmaceutical industry, and to receive distributions, interests, or other types of passive income in connection therewith;

WHEREAS, on the date hereof, Delta, JLL Holdco and the Partnership have entered into that certain Contribution Agreement among Delta, JLL Holdco and the Partnership (the “Contribution Agreement”), whereby each of JLL Holdco and Delta has agreed to make certain contributions to the Partnership on the terms and subject to the conditions set forth in the Contribution Agreement;

WHEREAS, on the date hereof, the Partnership and Patheon Inc., a corporation incorporated under the laws of Canada (“Pi”), have entered into that certain Arrangement Agreement (the “Arrangement Agreement”), whereby the Partnership will, directly or indirectly, acquire all of the issued and outstanding equity interests of Pi on the terms and subject to the conditions set forth in the Arrangement Agreement; and

WHEREAS, in connection with the foregoing, the Company and each Shareholder desire to enter into this Agreement to memorialize certain agreements of the parties as to the corporate governance of the Company and the Partnership and the relationship of the Shareholders with respect to the Contribution Agreement and the Arrangement Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

Agreements Among the Shareholders

Section 1.01 Effectiveness. This Agreement shall become effective on the date hereof.

Section 1.02 Board of Directors.

(a) The board of directors of the Company (the “Board”) shall consist of two (2) directors (the “Directors”), of which: (a) one (1) director will be designated by JLL Holdco, who initially shall be Michel Lagarde (the “JLL Designee”) and (b) one (1) director will be designated by Delta, who initially shall be Hugh C. Welsh (the “Delta Designee”). Subject to Section 1.02(b), all actions of the Board shall require the affirmative vote of the Director(s) present at a duly called meeting at which a quorum is present.

(b) The presence of both Directors shall be required to constitute a quorum at any meeting of, or with respect to any proposed action to be taken by, the Board; provided that, in the event any meeting of the Board is called to consider, or the Board proposes to take any action regarding, any matter with respect to which one Director is required to recuse himself from voting on such matter pursuant to the terms of this Agreement, the presence of the other Director shall constitute a quorum at any such meeting or in connection with any such action.

(c) Meetings of the Board may be conducted in person or by conference telephone, videoconference facilities or other communications equipment by means of which all the persons participating in the meeting can hear and communicate with each other at the same time. Each director shall be entitled to participate in any meeting of the Board (whether or not conducted in person) by telephone.

(d) Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all of the Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

(e) The Directors shall at all times act in the best interests of the Shareholders and without regard to any limited partners of the Partnership.

(f) The JLL Designee or the Delta Designee, as applicable, shall recuse himself and not participate in the determination of any matter in which he has a conflict of interest, including those matters that this Agreement expressly requires to be determined by one but not both of the Directors. In furtherance and not in limitation of the foregoing, (i) the JLL Designee shall recuse himself and not participate in any determinations with respect to whether the Partnership will assert any of its rights or seek any remedies under the Equity Commitment Letter (as such term is defined in the Contribution Agreement) or the Contribution Agreement or any related agreement referenced therein, in each case, in a manner adverse to JLL Holdco or any of its Affiliates (as such term is defined in the Contribution Agreement) or, in each case, the conduct of any actions by the Partnership related thereto and (ii) except as provided in Section 1.05(d), the Delta Designee shall recuse himself and not participate in any determinations with respect to whether the Partnership will assert any of its rights or seek any remedies under the

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Contribution Agreement or any related agreement referenced therein, in each case, in a manner adverse to Delta or any of its Affiliates or the conduct of any actions by the Partnership related thereto.

Section 1.03 Actions of the Company. Prior to the Closing (as such term is defined in the Contribution Agreement), the Company may only take action, whether in its capacity as the general partner of the Partnership or otherwise, with the prior approval of the Board in accordance with Section 1.02.

Section 1.04 Actions in Connection with Arrangement Agreement.

(a) The Board shall make all decisions with respect to actions taken by the Partnership in connection with the Arrangement Agreement or the transactions contemplated thereby, including any decision with respect to (i) waiving compliance with any condition, covenant or agreement set forth in, or providing consent to Pi to take any action which it is otherwise prohibited to take by, the Arrangement Agreement (provided that, any approval required pursuant to Section 4.1 that has been approved by the JLL Designee shall be deemed to have been approved by the Board unless the Delta Designee shall have notified the JLL Designee otherwise within two (2) Business Days of receiving notice of the JLL Designee’s determination), (ii) determining whether the conditions to closing set forth in Sections 6.1 and 6.2 of the Arrangement Agreement have been satisfied, (iii) determining whether to commence any litigation, or take any enforcement action, in each case, with respect to matters arising out of the Arrangement Agreement, against Pi or any Financing Source Party (as such term is defined in the Arrangement Agreement) or (iv) amending, supplementing, rescinding, terminating or otherwise modifying the Arrangement Agreement; provided that, the Board shall take the actions described in the foregoing clauses (ii) and (iii) in accordance with the Partnership’s obligations under the Arrangement Agreement.

(b) Actions in Connection with Financing. The JLL Designee shall be permitted to lead the Partnership’s efforts to comply with the terms of the Debt Commitment Letter (as such term is defined in the Contribution Agreement) and the related engagement and fee letters (collectively, the “Debt Letters”) and to negotiate definitive documentation with the Financing Sources Parties substantially in the form contemplated by the Debt Letters; provided that, any material amendment, waiver or modification to, or termination or replacement of, the Debt Letters, and the execution of definitive documentation with respect thereto, must be approved by the Delta Designee.

(c) Actions in Connection with Management Arrangements. The JLL Designee shall be permitted to lead the Partnership’s efforts with respect to the negotiation of equity and non-equity compensation arrangements and employment agreements with senior management of Pi (the “Management Arrangements”); provided that, the execution of definitive documentation with respect to the Management Arrangements (including any change or modification of the Newco Partnership Agreement (as defined in the Contribution Agreement), whether or not necessary to reflect the Management Arrangements) must be approved by the Delta Designee.

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Section 1.05 Actions in Connection with Contribution Agreement.

(a) The Board shall make all decisions with respect to actions taken by the Partnership in connection with the Contribution Agreement or the transactions contemplated thereby, including any decision with respect to (i) waiving compliance with any condition, covenant or agreement set forth in, or providing consent to any other party to the Contribution Agreement to take any action which it is otherwise prohibited to take by, the Contribution Agreement, (ii) determining whether the conditions to closing set forth in Sections 9.1 and 9.3 of the Contribution Agreement have been satisfied, (iii) determining whether to commence any litigation, or take any enforcement action, in each case, with respect to matters arising out of the Contribution Agreement against any other party to the Contribution Agreement or (iv) amending, supplementing, rescinding, terminating or otherwise modifying the Contribution Agreement, or the negotiation, preparation and execution of the Related Agreements or Service Level Agreements (as each such term is defined in the Contribution Agreement); provided that, the Board shall take the actions described in the foregoing clauses (ii) and (iii) in accordance with the Partnership’s obligations under the Contribution Agreement.

(b) Notwithstanding anything in Section 1.05(a) to the contrary, the Delta Designee shall recuse himself and not participate in any determinations under the Contribution Agreement with respect to (i) waiving compliance with (x) any condition to the obligations of the Partnership related to any action required to be taken by Delta thereunder or (y) any covenant or agreement of Delta set forth in, or providing consent to Delta to take any action which it is otherwise prohibited to take by, the Contribution Agreement, (ii) determining whether any condition to the obligations of the Partnership related to any action required to be taken by Delta thereunder has been satisfied or (iii) negotiating, preparing and executing any Related Agreements or Service Level Agreements; it being understood and agreed that the JLL Designee acting through the Company, in its capacity as the general partner of the Partnership, shall have the right to enforce the Partnership’s rights against Delta pursuant to the Contribution Agreement or any related agreement referenced therein, in each case, in accordance with its terms.

(c) Notwithstanding anything in Section 1.05(a) to the contrary, the JLL Designee shall recuse himself and not participate in any determinations under the Contribution Agreement with respect to (i) waiving compliance with (x) any condition to the obligations of the Partnership related to any action required to be taken by JLL Holdco thereunder or (y) any covenant or agreement of JLL Holdco or the Sponsors (as defined in the Equity Commitment Letter) set forth in, or providing consent to JLL Holdco or the Sponsors to take any action which they are otherwise prohibited to take by, the Contribution Agreement or the Equity Commitment Letter (as defined in the Contribution Agreement) or (ii) determining whether any condition to the obligations of the Partnership related to any action required to be taken by JLL Holdco or the Sponsors under the Contribution Agreement or the Equity Commitment Letter has been satisfied; it being understood and agreed that the Delta Designee acting through the Company, in its capacity as the general partner of the Partnership, shall have the right to enforce the Partnership’s rights against JLL Holdco and the Sponsors pursuant to the Equity Commitment Letter, the Contribution Agreement or any related agreement referenced therein, in each case, in accordance with its terms.

(d) Without limiting the generality of Section 1.03, the Board shall not take any action or permit any action to be taken in connection with efforts to obtain the Key Regulatory Approvals (as defined in the Arrangement Agreement), the Required Antitrust Approvals (as defined in the Contribution Agreement), or otherwise in connection therewith that would adversely affect any of the Excluded Businesses (as such term is defined in the Contribution Agreement), including any Related Agreements or Service Level Agreements (as each such term is defined in the Contribution Agreement) to be entered into by Delta or any of its Affiliates and the Partnership or any of its Subsidiaries pursuant to the Contribution Agreement at or following the Closing, in each case, without the prior approval of the Delta Designee.

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Section 1.06 Payments under Arrangement Agreement.

(a) In the event that all or any portion of any Purchaser Fee (as such term is defined in the Arrangement Agreement) is required to be paid by the Partnership or any Shareholder (including as a result of any obligation by the Partnership to pay such Purchaser Fee or pursuant to any Guarantee Agreement (as such term is defined in the Arrangement Agreement)) to Pi pursuant to the Arrangement Agreement, the Shareholders and the JLL Guarantor agree that JLL Holdco and the JLL Guarantor shall be responsible for fifty one percent (51%) of such Purchaser Fee and Delta shall be responsible for forty-nine percent (49%) of such Purchaser Fee; provided that, notwithstanding anything to the contrary in this Agreement or either of the Guarantee Agreements, (i) in the event that such Purchaser Fee is payable to Pi solely as a result of (x) Delta’s breach of any covenant, obligation or agreement set forth in the Contribution Agreement or (y) the matter described on Section 10.4(a)(v)(II) of the Delta Disclosure Schedule to the Contribution Agreement and, in each case, JLL Holdco and the Sponsors are not themselves in breach of any covenant, obligation or agreement set forth in the Contribution Agreement or the Equity Commitment Letter in any material respect (in either event Delta shall constitute the “Defaulting Shareholder” for purposes hereof), then Delta shall be responsible for the full amount of such Purchaser Fee and shall indemnify and hold harmless JLL Holdco and the JLL Guarantor for the full amount of any payment that JLL Holdco or the JLL Guarantor is required to pay, and does pay, to Pi under JLL Guarantor’s Guarantee Agreement, and (ii) in the event that such Purchaser Fee is payable to Pi solely as a result of a breach by JLL Holdco or the Sponsors of any covenant, obligation or agreement set forth in the Contribution Agreement or the Equity Commitment Letter and Delta is not itself in breach of any covenant, obligation or agreement set forth in the Contribution Agreement in any material respect (in which case JLL Holdco shall constitute the “Defaulting Shareholder” for purposes hereof), then JLL Holdco and the JLL Guarantor shall be jointly and severally responsible for the full amount of such Purchaser Fee and shall indemnify and hold harmless Delta for the full amount of any payment that Delta is required to pay, and does pay, to Pi under Delta’s Guarantee Agreement. The maximum amount that the Defaulting Shareholder (and the JLL Guarantor, if JLL Holdco is the Defaulting Shareholder), if any, shall be obligated to pay either to Pi in respect of its Guarantee Agreement or to the other Shareholder pursuant to this Section 1.06(a), in the aggregate, shall be the combined aggregate maximum liability of Delta and the JLL Guarantor under the Guarantee Agreements, and the Defaulting Shareholder (and the JLL Guarantor, if JLL Holdco is the Defaulting Shareholder) shall not have any right of contribution pursuant to Section 1.08(c). Any remedy available to the Shareholder that is not the Defaulting Shareholder pursuant to this Section 1.06(a) shall not limit any other remedy available at law or in equity to the Company or such Shareholder under this Agreement or the Contribution Agreement; provided that, in no event shall either Shareholder’s aggregate liability to the other Shareholder under this Agreement or the Contribution Agreement exceed the amount of the Purchaser Fee.

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(b) Each of the parties to this Agreement agrees that any Termination Payment (as such term is defined in the Arrangement Agreement) or the payment specified in Section 8.3(2) of the Arrangement Agreement (as applicable) to be paid by Pi to the Partnership shall be allocated by the Partnership fifty one percent (51%) to JLL Holdco and forty nine percent (49%) to Delta, after reimbursing any expenses incurred by JLL Holdco or Delta, whether on its own behalf or on behalf of the Partnership.

Section 1.07 Expenses. Prior to the Closing, each Shareholder will be solely responsible for its own expenses in connection with the negotiation, preparation, execution and compliance with the Contribution Agreement and the transactions contemplated thereby; provided that, from and after the Closing, such expenses will be reimbursed in accordance with Section 10.12 of the Contribution Agreement. Notwithstanding the foregoing, each of JLL Holdco and Delta will be responsible for any documented out-of-pocket third party expenses of the Partnership first incurred after the date hereof in connection with consummation of the transactions contemplated by the Contribution Agreement and the Arrangement Agreement (excluding legal, tax and accounting fees), allocated fifty-one percent (51%) to JLL Holdco and forty nine percent (49%) to Delta; provided that, from and after the Closing, such expenses will be reimbursed in accordance with Section 10.12 of the Contribution Agreement. Notwithstanding anything in this Agreement to the contrary, Delta shall be responsible for all expenses of the Partnership and JLL Holdco incurred in connection with the matter described on Section 10.4(a)(v)(III) of the Delta Disclosure Schedule to the Contribution Agreement.

Section 1.08 Limited Guarantees.

(a) Neither Delta nor the JLL Guarantor may amend, modify or terminate the Guarantee Agreements, dated as of the date hereof, delivered to Pi in connection with its obligations under the Arrangement Agreement without the prior written consent of the other party.

(b) Each of Delta and the JLL Guarantor shall reasonably cooperate in defending any claim that either of the Shareholders or the JLL Guarantor is liable to make payments under any of the Guarantee Agreements.

(c) In the event that the entire Purchaser Fee is not required to be paid by the Partnership or any Shareholder, subject to Section 1.06(a), each of Delta and the JLL Guarantor agrees to contribute to the amount paid or payable by the other party in respect of its Guarantee Agreement so that each such party will have paid an amount in respect of its Guarantee Agreement equal to the product of the aggregate amount paid under both Guarantee Agreements multiplied by a fraction, the numerator of which is the maximum amount payable under such party’s Guarantee Agreement and the denominator of which is the maximum amount payable by both parties in the aggregate under the Guarantee Agreements; provided that, neither Delta nor the JLL Guarantor shall be obligated to pay an amount pursuant to its Guarantee Agreement and this Section 1.08(c) that, in the aggregate, exceeds the applicable maximum amount such party is obligated to pay under its Guarantee Agreement.

Section 1.09 Transfer Restrictions. No Shareholder may transfer the shares of common stock of the Company owned by such Shareholder without the consent of the other Shareholder.

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Section 1.10 Good Faith. The Shareholders and the Directors shall use their respective commercially reasonable efforts to work in good faith, jointly and collaboratively and in a transparent manner, to facilitate the consummation of the transactions contemplated by the Contribution Agreement and the Arrangement Agreement in accordance with their respective terms, subject to the specific obligations and standards applicable to the each of them with respect to actions specified therein.

ARTICLE II

Miscellaneous

Section 2.01 Specific Performance. Each of the parties acknowledges and agrees that in the event of any breach of this Agreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. The parties hereby agree that in addition to any other remedy to which they may be entitled at law or in equity, they shall be entitled to compel specific performance of this Agreement in any action instituted in any court set forth in Section 2.05.

Section 2.02 Entire Agreement. This Agreement (together with the Equity Commitment Letter and the Guarantee Agreements) constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement (together with the Equity Commitment Letter and the Guarantee Agreements) supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof.

Section 2.03 Notices. All notices and other communications hereunder shall be in writing and shall be delivered personally or by next-day courier or telecopied with confirmation of receipt, to the parties at the addresses specified below (or at such other address for a party as shall be specified by like notice; provided, that notices of change of address shall be effective only upon receipt thereof). Any such notice shall be effective upon receipt, if personally delivered or telecopied, or one day after delivery to a courier for next-day delivery.

If to JLL Holdco, to:

c/o JLL Partners, Inc.

450 Lexington Avenue, 31^st Floor

New York, New York 10017

Attention: Dan Agroskin

                 Michel Lagarde

Facsimile: (212) 286-8626

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with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Rodney Square

Wilmington, Delaware 19801

Attention: Robert B. Pincus

Facsimile: (302) 434-3090

If to Delta, to:

c/o DSM Pharmaceutical Products, Inc.

45 Waterview Boulevard

Parsippany, New Jersey 07054

Attention: Hugh C. Welsh

Facsimile: (973) 258-8213

with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn: Edward Sonnenschein

         Adel Aslani-Far

         Shaun Hartley

         Facsimile: (212) 751-4864

Section 2.04 Applicable Law. The substantive laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under applicable principles of conflicts of laws.

Section 2.05 Jurisdiction; Service of Process. The parties hereto agree that the appropriate, exclusive and convenient forum for any disputes between any of the parties hereto arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in the State of New York. The parties hereto further agree that the parties will not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts. The parties hereto further agree, to the extent permitted by law, that final and non-appealable judgment against a party in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement, and (ii) submits to the personal jurisdiction of any court described in this Section 2.05.

Section 2.06 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 2.07 Severability. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

Section 2.08 Successors; Assigns. The provisions of this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and no provision of this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Neither this Agreement nor the rights or obligations of any Shareholder hereunder may be assigned. Any such attempted assignment in contravention of this Agreement shall be void and of no effect.

Section 2.09 Amendments. This Agreement may not be amended, modified or supplemented unless such modification is in writing and signed by each of the parties.

Section 2.10 Waiver. Any waiver (express or implied) of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

Section 2.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement.

Section 2.12 Public Announcements. The Shareholders will coordinate with each other in good faith in respect of any and all press releases and other public relations matters with respect to the Contribution Agreement, the Arrangement Agreement and the transactions contemplated thereby. Unless otherwise required by law or the rules of any stock exchange or regulatory authority, no party hereto may issue any press release or otherwise make any public announcement or comment on the Contribution Agreement, the Arrangement Agreement and the transactions contemplated thereby without the prior consent of each Shareholder, provided that the JLL Guarantor and its affiliates may disclose information regarding such matters to its limited partners, co-investors and prospective limited partners with whom it has executed confidentiality agreements.

Section 2.13 No Third Party Beneficiaries. This Agreement shall be binding on the Company and each Shareholder solely for the benefit of each other, and nothing set forth in this Agreement, express or implied, shall be construed to confer, directly or indirectly, upon or give to any person other than the Company and the Shareholders any benefits, rights or remedies under or by reason of, or any rights to enforce or cause such addressees to enforce, any provisions of this Agreement.

Section 2.14 Non-Circumvention. Each party hereto agrees that it shall not indirectly accomplish that which it is not permitted to accomplish directly under this Agreement.

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Section 2.15 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Shareholders may be corporations, partnerships or limited liability companies, the Company (including in its capacity as General Partner of the Partnership) and each Shareholder covenants, agrees and acknowledges that no recourse under this Agreement shall be had against any former, current or future equity holders, general or limited partners, members, controlling persons, directors, officers, employees, managers, agents or Affiliates of any Shareholder or any former, current or future equity holders, general or limited partners, members, controlling persons, directors, officers, employees, managers, agents or affiliates of any of the foregoing (collectively “Non-Recourse Persons”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Non-Recourse Person under this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the terms and provisions of this Shareholders’ Agreement as of the date first above written.

JLL/DELTA PATHEON GP, LTD.
By:	/s/ Michel Lagarde
Name:	Michel Lagarde
Title:	Director

By:	/s/ Hugh Welsh
Name:	Hugh Welsh
Title:	Director

[JLL/Delta Patheon GP, Ltd. Signature Page to Interim Shareholders’ Agreement]

IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the terms and provisions of this Shareholders’ Agreement as of the date first above written.

JLL PATHEON CO-INVESTMENT FUND, L.P.
By:	JLL Partners Fund VI (Patheon), L.P., its general partner
By:	JLL Associates VI (Patheon), L.P., its general partner
By:	JLL Associates GP V (Patheon), Ltd.
By:	/s/ Paul S. Levy

Name:	Paul S. Levy
Title:	Authorized Person

[JLL Patheon Co-Investment Fund, L.P. Signature Page to Interim Shareholders’ Agreement]

IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the terms and provisions of this Shareholders’ Agreement as of the date first above written.

KONINKLIJKE DSM N.V.
By:	/s/ Hugh C. Welsh
Name:	Hugh C. Welsh
Title:	President, DSM North America

By:	/s/ Michael W. Wahl
Name:	Michael W. Wahl
Title:	Vice President, Mergers & Acquisitions

[Koninklijke DSM N.V. Signature Page to Interim Shareholders’ Agreement]

IN WITNESS WHEREOF, the undersigned hereby agree to be bound by the terms and provisions of this Shareholders’ Agreement as of the date first above written.

Solely for purposes of Section 1.06 and Section 1.08:
JLL PARTNERS FUND VI, L.P.
By:	JLL Associates VI, L.P., its general partner
By:	JLL Associates GP VI, LLC

By:	/s/ Paul S. Levy
Name:	Paul S. Levy
Title:	Managing Member

[JLL Partners Fund VI, L.P. Signature Page to Interim Shareholders’ Agreement]

EX-99.1(D)(11)

Exhibit (d)(11)

EXECUTION VERSION

CONTRIBUTION AGREEMENT

by and among

JLL PATHEON CO-INVESTMENT FUND, L.P.,

KONINKLIJKE DSM N.V.,

and

JLL/DELTA PATHEON HOLDINGS, L.P.

November 18, 2013

TABLE OF CONTENTS

		Page
ARTICLE I CONTRIBUTION; ASSUMPTION OF LIABILITIES			2
Section 1.1	Contribution of DPP Shares		2
Section 1.2	Contribution of Equity		2
Section 1.3	Assumption of Assumed Liabilities		3
Section 1.4	Consultation Process		3
ARTICLE II CONSIDERATION; CLOSING			4
Section 2.1	Consideration		4
Section 2.2	The Closing		5
Section 2.3	Delta Post-Closing Adjustment		7
Section 2.4	Biologics Earnout		10
ARTICLE III ALLOCATION OF SPECIFIED LIABILITIES			12
Section 3.1	Schedule 3.1 Liabilities		12
Section 3.2	Certain Facility Closing Costs and Litigation Expenses		12
Section 3.3	Pension Plan Liabilities		13
Section 3.4	Tax Matters		14
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF DELTA			14
Section 4.1	Organization, Etc.		14
Section 4.2	Authority Relative to this Agreement, Etc.		15
Section 4.3	Capitalization		15
Section 4.4	Consents and Approvals; No Violations		16
Section 4.5	Regulatory Matters		17
Section 4.6	Financial Statements		18
Section 4.7	Absence of Certain Changes		19
Section 4.8	Compliance with Law; Permits		20
Section 4.9	Undisclosed Liabilities		20
Section 4.10	Litigation		20
Section 4.11	Taxes		20
Section 4.12	Employee Benefit Plans; ERISA		23
Section 4.13	Environmental Matters		26
Section 4.14	Real Property		27
Section 4.15	Intellectual Property		27
Section 4.16	Customers and Suppliers		28
Section 4.17	Product Liability and Warranty Breach		29
Section 4.18	Title to DPP Assets; Sufficiency of DPP Assets		29
Section 4.19	Brokers and Finders		30
Section 4.20	Contracts		30
Section 4.21	Absence of Certain Business Practices		32

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Section 4.22	Employee Matters; Labor	32
Section 4.23	No Additional Representations	33
ARTICLE V REPRESENTATIONS AND WARRANTIES OF JLL HOLDCO		34
Section 5.1	Organization and Standing	34
Section 5.2	Authority Relative to this Agreement, Etc.	34
Section 5.3	Consents and Approvals; No Violations	35
Section 5.4	Brokers and Finders	35
Section 5.5	Litigation	35
Section 5.6	Financing	35
Section 5.7	Availability of Funds	36
Section 5.8	Investigation by JLL Holdco	36
Section 5.9	JLL Legacy Entities	36
Section 5.10	No Additional Representations	36
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF NEWCO		37
Section 6.1	Organization and Standing	37
Section 6.2	Authority Relative to this Agreement, Etc.	37
Section 6.3	Consents and Approvals; No Violations	37
Section 6.4	Brokers and Finders	38
Section 6.5	No Prior Business	38
Section 6.6	Investigation by Newco	38
Section 6.7	Solvency	38
Section 6.8	No Additional Representations	39
Section 6.9	Capitalization; Valid Issuance	39
ARTICLE VII COVENANTS		39
Section 7.1	Conduct of Business	39
Section 7.2	Access to Information	43
Section 7.3	Certain Governmental Approvals	44
Section 7.4	Further Assurances	46
Section 7.5	Intercompany Accounts and Arrangements	46
Section 7.6	Provision of Corporate Records	47
Section 7.7	Retained Names	48
Section 7.8	Guarantees	49
Section 7.9	Post-Closing Access to Information	51
Section 7.10	Production of Witnesses and Individuals	51
Section 7.11	Retention of Records	52
Section 7.12	Confidentiality	52
Section 7.13	Mail and Other Communications; Accounts	54
Section 7.14	Compliance with WARN Act and Similar Statutes	55
Section 7.15	Shared Contracts	56
Section 7.16	Transfer of Excluded Assets; Restructuring	56

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Section 7.17	Obligations Regarding Non-Assignable Assets and Delayed DPP Assets	59
Section 7.18	Financing Covenants	60
Section 7.19	Equity Contribution Covenant	62
Section 7.20	Related Agreements	63
Section 7.21	Employee Matters	63
Section 7.22	Newco Partnership Agreement	66
Section 7.23	GP Shareholders’ Agreement	66
Section 7.24	Supplemental Disclosure	66
Section 7.25	Conflicts; Privileges	67
Section 7.26	Insurance	68
Section 7.27	Post-Closing Employee Organization	69
Section 7.28	Control Regarding Delta Environmental Matters	69
ARTICLE VIII TAX MATTERS		70
Section 8.1	Tax Indemnification	70
Section 8.2	Straddle Periods	71
Section 8.3	Tax Returns	71
Section 8.4	Contest Provisions	72
Section 8.5	Transfer Taxes	73
Section 8.6	Certain Post-Closing Settlement Payments and Post-Closing Actions	74
Section 8.7	Maintenance of Books and Records	75
Section 8.8	Miscellaneous	75
ARTICLE IX CONDITIONS TO CLOSING		76
Section 9.1	Mutual Conditions	76
Section 9.2	Conditions to the Obligations of Delta to Effect the Delta Contribution	76
Section 9.3	Conditions to the Obligations of Newco to Effect the Issuance of the Newco Interests	78
Section 9.4	Conditions to the Obligations of JLL Holdco to Effect the JLL Contribution	79
ARTICLE X TERMINATION AND ABANDONMENT; INDEMNIFICATION		80
Section 10.1	Termination	80
Section 10.2	Procedure and Effect of Termination	81
Section 10.3	Survival of Representations, Warranties and Covenants	82
Section 10.4	Indemnification	82
Section 10.5	General Indemnity Offset	88
Section 10.6	Environmental Indemnity Offset	90
Section 10.7	Specified Environmental Indemnity Claim Limitations	92

iii

ARTICLE XI MISCELLANEOUS		93
Section 11.1	Amendment and Modifications	93
Section 11.2	Extension; Waiver	93
Section 11.3	Entire Agreement; Assignment	93
Section 11.4	Validity	94
Section 11.5	Notices	94
Section 11.6	Governing Law	95
Section 11.7	Specific Performance	95
Section 11.8	Publicity	95
Section 11.9	Jurisdiction; Forum, Etc.	96
Section 11.10	Descriptive Headings	97
Section 11.11	Counterparts	97
Section 11.12	Expenses	97
Section 11.13	Construction	98
Section 11.14	Parties in Interest	98
Section 11.15	Interpretation	98
Section 11.16	Schedules	99

EXHIBITS

Debt Commitment Letter	-  Exhibit A
Form of Shareholders’ Agreement	-  Exhibit B
Form of Newco Partnership Agreement	-  Exhibit C
Form of Delta Note	-  Exhibit D
Closing Balance Sheet Principles	-  Exhibit E
Benefit Plan Term Sheet	-  Exhibit F
Form of Dutch Offer Letter	-  Exhibit G
Form of IP Assignment Agreement	-  Exhibit H
Equity Commitment Letter	-  Exhibit I
Working Capital Managerial Report	-  Exhibit J

iv

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (this “Agreement”), is dated as of November 18, 2013, by and among JLL Patheon Co-Investment Fund, L.P., a Cayman Islands exempted limited partnership (“JLL Holdco”), Koninklijke DSM N.V., a corporation organized under the Laws of The Netherlands (“Delta”), and JLL/Delta Patheon Holdings, L.P., a Cayman Islands exempted limited partnership (“Newco”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Annex A of this Agreement.

WHEREAS, Delta and JLL Holdco have established Newco in order to (i) acquire all of the issued and outstanding equity securities of Patheon Inc., a Canadian corporation (“Pi”), pursuant to an Arrangement Agreement to be entered into between Pi and Newco concurrently herewith (the “Arrangement Agreement” and the transactions contemplated thereby, the “Acquisition”) and (ii) consummate the transactions contemplated hereby;

WHEREAS, Delta and JLL Holdco have established JLL/Delta Patheon GP, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “GP”), in order to serve as the general partner of Newco;

WHEREAS, concurrently with the execution of this Agreement, Delta, the GP, JLL Holdco and, solely for the purposes of Section 1.06 and 1.08 thereof, JLL Partners Fund VI (Patheon), L.P. are entering into an Interim Shareholders’ Agreement to govern control of the GP and Newco (the “Interim Shareholders’ Agreement”);

WHEREAS, in addition to its other businesses, Delta is engaged through certain of its Subsidiaries in the DPP Business;

WHEREAS, the parties hereto desire that Delta contribute, convey, assign, transfer and deliver to Newco, and that Newco acquire and accept from Delta, all right, title and interest of Delta in and to the Delta Contribution, in exchange for the issuance to Delta of Class A limited partnership interests of Newco (the “Newco Interests”) constituting 49% of the Newco Interests at Closing, upon the terms and subject to the conditions set forth herein;

WHEREAS, the parties hereto desire that one or more Subsidiaries of Newco assume, agree to pay, discharge and perform when due the Assumed Liabilities, upon the terms and subject to the conditions set forth herein;

WHEREAS, the parties hereto desire that JLL Holdco (i) contribute cash to Newco, (ii) cause the cancellation of options to acquire Restricted Voting Shares of Pi held by certain members of Pi management in accordance with the Arrangement Agreement (the “Option Cancellation”), and (iii) contribute the general partnership interest of JLL Partners Fund V (Patheon), L.P., a Cayman Islands exempted limited partnership (“Fund V”), to Newco in exchange for the issuance to JLL Holdco of Newco Interests constituting 51% of the Newco Interests at Closing, upon the terms and subject to the conditions set forth herein;

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WHEREAS, the Supervisory Board of Delta and the general partners of JLL Holdco and Newco have each approved this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the willingness of Delta to enter into this Agreement, Newco and JLL Holdco and certain affiliates of JLL Holdco are entering into an Equity Commitment Letter, a copy of which is attached hereto as Exhibit I;

WHEREAS, upon the terms and subject to the conditions set forth herein, Newco or certain Wholly Owned Subsidiaries of Newco will enter into the Debt Financing, pursuant to which Newco or its Subsidiaries are expected to receive not less than $1,650,000,000, which proceeds will be used, among other things, to consummate the Acquisition and to repay certain existing Indebtedness of Pi;

WHEREAS, on or prior to the date hereof, Newco has obtained the Debt Commitment Letter with respect to the Debt Financing, a copy of which is attached hereto as Exhibit A;

WHEREAS, at the Closing, JLL Holdco, Delta and the GP will enter into an Amended and Restated Shareholders’ Agreement substantially in the form attached hereto as Exhibit B (the “Shareholders’ Agreement”); and

WHEREAS, at the Closing, JLL Holdco, Delta and the GP will enter into an Amended and Restated Limited Partnership Agreement of Newco substantially in the form attached hereto as Exhibit C (with such changes and modifications as are agreed between JLL Holdco and Delta with respect to the terms of the Class B Units of Newco, the “Newco Partnership Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I

CONTRIBUTION; ASSUMPTION OF LIABILITIES

Section 1.1 Contribution of DPP Shares. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Delta shall cause the DPP Share Sellers to contribute, convey, assign, transfer and deliver to Newco, and Newco shall acquire and accept from such DPP Share Sellers, all right, title and interest of such DPP Share Seller in and to all of the shares of capital stock and other equity interests in each of the Transferred DPP Companies (the “DPP Shares”), unless such DPP Shares are held by another Transferred DPP Company, free and clear of all Encumbrances other than Permitted Encumbrances.

Section 1.2 Contribution of Equity. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, JLL Holdco shall (i) contribute, or shall cause to be contributed, $402,000,000 in immediately available funds to Newco, (ii) cause the Option Cancellation to be consummated, and (iii) contribute the general partnership interest in Fund V to Newco (the “JLL Contribution”).

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Section 1.3 Assumption of Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Newco shall cause one or more of its Subsidiaries to assume, agree to pay, discharge and perform when due, all of the Assumed Liabilities and none of the Retained Liabilities.

Section 1.4 Consultation Process.

(a) The parties hereto acknowledge that, under the Netherlands Works Councils Act (Wet op de ondernemingsraden), the Dutch Works Council will need to be informed and render advice (the “Works Council Process”) and, under the Netherlands Merger Code (SER-besluit fusiegedragsregels 2000), the relevant trade unions will need to provide their opinion and the Social Economic Council (SER) will need to be notified (such processes of informing, consulting and rendering of advice, collectively, the “Consultation Process”) with respect to the intended transfer of the Dutch Business Employees and the sale of the share capital or other equity interests of DSM Pharma Chemicals Venlo B.V., DSM BioSolutions B.V. and DSM Biologics Company B.V. (collectively, the “Dutch Entities” and, such share capital or other equity interests, collectively, the “Dutch Interests”). Accordingly, notwithstanding anything to the contrary contained in this Agreement, unless and until Delta has executed and delivered to Newco the Acceptance Notice, (i) the provisions of Sections 1.1, 1.3, 7.4(vi), and 7.16(a)(ii) and the third sentence of Section 7.16(b) shall not be effective with respect to the Dutch Interests pending completion of the Works Council Process (provided that the other provisions of this Agreement, including Section 7.1, shall continue to apply to the Dutch Interests after the Closing Date and shall not terminate until the transactions contemplated by the Offer Letter attached as Exhibit G hereto (the “Dutch Offer Letter”) are consummated or such letter expires or is terminated in accordance with its terms), (ii) for the purpose of Sections 1.1, 1.3, 7.4(vi) and 7.16(a)(ii) and the third sentence of Section 7.16(b) (and only such sections or portions thereof) the Dutch Interests shall not be considered DPP Shares and the Dutch Entities shall not be considered Transferred DPP Companies, (iii) the employment of the Dutch Business Employees will not be transferred to the Dutch Entities or otherwise transferred to Newco in accordance with this Agreement (whether as a Transferred DPP Company Employee or an Offer Employee) and (iv) the principal amount of the Delta Note shall be reduced by the Dutch Purchase Price.

(b) On the terms and conditions set forth in the Dutch Offer Letter, including the price specified therein (the “Dutch Purchase Price”), Newco has irrevocably offered to acquire the Dutch Interests and to have the provisions of Sections 1.1, 1.3, 7.4(vi), and 7.16(a)(ii) and the third sentence of Section 7.16(b) apply to such Dutch Interests following completion of the Works Council Process. Following completion of the Works Council Process by Delta, upon delivery to Newco of the executed Acceptance Notice attached as Schedule A to the Dutch Offer Letter (the “Acceptance Notice”), Sections 1.1, 1.3, 7.4(vi), and 7.16(a)(ii) and the third sentence of Section 7.16(b) shall become effective with respect to the Dutch Interests, the Dutch Interests shall be included in the DPP Shares and the Dutch Entities shall be included in the Transferred DPP Companies as though they had always been so included, the employment of the Dutch Business Employees who are not already employed by the Dutch Entities shall be

3

transferred to the Dutch Entities or otherwise transferred to Newco in accordance with this Agreement, and the principal amount of the Delta Note shall no longer be reduced by the Dutch Purchase Price.

(c) Without limiting the provisions of Section 7.21(d), the parties hereto acknowledge and agree that (i) they shall reasonably cooperate with one another (including by providing information, being available for consultation or otherwise) in connection with the Consultation Process, with the parties hereto being committed to provide such cooperation and assistance as may be reasonably required from them by Delta or any Dutch Entity (including by providing such forward looking information as may be relevant and necessary in order to obtain the advice from the Dutch Works Council); provided, that Delta remains fully responsible for conducting the Consultation Process in accordance with the Dutch Offer Letter; (ii) none of the parties hereto has taken any final decision concerning the consummation of the transactions contemplated by this Agreement in relation to the transfer of the Dutch Business Employees or the sale of the Dutch Interests, such final decision being subject to the Works Council Process to the extent not already fulfilled; (iii) Delta has the intention to decide to accept the Dutch Offer Letter and the conditions set out therein, upon having fulfilled all the necessary requirements relating to regulatory procedures, mandatory notifications (such as the SER-Fusie-en Gedragrsregels) and the Works Council Process and Delta shall promptly after the date hereof bring its intention forward to the relevant authorities and bodies councils (to the extent not already brought forward) and on short notice initiate the consultation of the Dutch Works Council and other representative bodies (to the extent not already initiated); and (iv) reasonable changes to certain provisions of this Agreement may be necessary or appropriate in connection with the fulfillment of the Consultation Process, it being understood, however, that the foregoing shall not be deemed to impose any obligation on any of the parties hereto to consummate or procure the consummation of the transactions contemplated by this Agreement concerning the Dutch Interests if fulfillment of the Consultation Process would require such party to agree to any changes, obligations or commitments which would not be acceptable to such party (such acceptance not to be unreasonably withheld, conditioned or delayed).

ARTICLE II

CONSIDERATION; CLOSING

Section 2.1 Consideration.

(a) Newco acknowledges and agrees that prior to the Closing a to-be-formed private company with limited liability under the laws of The Netherlands identified as “DSM Newco” on Section 4.3 of the Delta Disclosure Schedule (the “Note Issuer”), will issue the Delta Note in a principal amount equal to $200,000,000, decreased pursuant to Section 1.4(a) unless the Acceptance Notice is delivered by Delta to Newco (the “Original Principal Amount”), to Delta. At or prior to the Closing, Newco or Delta shall cause the Note Issuer to adjust the Original Principal Amount of the Delta Note such that the principal amount of the Delta Note will be equal to the Original Principal Amount minus (i) the Net Indebtedness, if any, that is included in the Assumed Liabilities (the “Indebtedness Amount”) plus (ii) the Net Cash, if any, that is held by the Transferred DPP Companies and their respective Subsidiaries as of the

4

Effective Time (the “Cash Amount”) plus (iii) the Estimated Working Capital Overage, if any, minus (iv) the Estimated Working Capital Underage, if any (in each case, as determined pursuant to Section 2.3), in accordance with the Closing Balance Sheet Principles. Following the Closing, Newco shall cause the Note Issuer to make such other adjustments to the principal amount of the Delta Note in accordance with this Agreement.

(b) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, in consideration for the contribution of the DPP Shares (the “Delta Contribution”), Newco shall (A) issue to Delta Newco Interests, constituting 49% of the Newco Interests at Closing, in accordance with the Newco Partnership Agreement, and (B) cause one or more of its Subsidiaries to assume, agree to pay, discharge and perform when due, the Assumed Liabilities.

(c) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, in consideration for the JLL Contribution, Newco shall issue to JLL Holdco Newco Interests, constituting 51% of the Newco Interests at Closing, in accordance with the Newco Partnership Agreement.

Section 2.2 The Closing.

(a) The closing of the transactions contemplated hereby (the “Closing”) shall, subject to the satisfaction or waiver of the conditions set forth in Article IX, be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at Four Times Square, New York, New York 10036 (or such other place or places as the parties may mutually agree), on the same day as the consummation of the transactions contemplated by the Arrangement Agreement. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” Except to the extent expressly set forth in this Agreement to the contrary, and notwithstanding the actual occurrence of the Closing at any particular time, the Closing shall be deemed to occur and be effective, in the United States, as of 11:59 p.m. New York time as of the calendar day immediately preceding the Closing Date and, in any jurisdiction outside of the United States, as of the time at which the books of the DPP Business are normally closed in such jurisdiction, in each case, on the calendar day immediately preceding the Closing Date (the “Effective Time”). All transactions taking place at the Closing shall be deemed to occur simultaneously.

(b) On the Closing Date, Delta shall deliver or cause to be delivered to Newco the following (except as otherwise provided in Section 7.17):

(i) certificates (where applicable) representing the DPP Shares, unless such DPP Shares are held by another Transferred DPP Company, duly endorsed in blank (or accompanied by a duly executed transfer power in blank) and in form for transfer to Newco;

(ii) the Related Agreements, duly executed by Delta or its Subsidiaries (to the extent each is a party thereto), to the extent not executed and delivered by such parties prior to the Closing;

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(iii) the Newco Partnership Agreement and the Shareholders’ Agreement, duly executed by Delta, to the extent not executed or delivered by Delta prior to the Closing;

(iv) such other instruments or documents as may be reasonably requested by Newco, in a form reasonably agreed upon by the parties, to reflect the transfer of the DPP Shares; and

(v) all other documents expressly required to be delivered by Delta or its Affiliates on or prior to the Closing Date pursuant to this Agreement or the Related Agreements.

(c) On the Closing Date, JLL Holdco shall deliver or cause to be delivered to Newco the following:

(i) the cash portion of the JLL Contribution in immediately available funds by wire transfer to an account or accounts at such bank or banks specified by Newco at least two (2) Business Days prior to the Closing Date; and

(ii) the Newco Partnership Agreement and the Shareholders’ Agreement, duly executed by each of JLL Holdco and the GP, to the extent not executed and delivered by JLL Holdco and the GP prior to the Closing.

(d) On the Closing Date, Newco shall deliver or cause to be delivered to Delta the following:

(i) one or more certificates or evidence of book entry of 49% of the Newco Interests in the name of Delta in accordance with the Newco Partnership Agreement;

(ii) the Related Agreements, duly executed by Newco or its Affiliates (to the extent each is a party thereto), to the extent not executed and delivered by such parties prior to the Closing;

(iii) such other instruments or documents as may be reasonably requested by Delta, in a form reasonably agreed upon by the parties, to reflect the assumption of the Assumed Liabilities or the transfer of the DPP Shares; and

(iv) all other documents expressly required to be delivered by Newco or its Affiliates on or prior to the Closing Date pursuant to this Agreement or the Related Agreements.

(e) On the Closing Date, Newco shall deliver or cause to be delivered to JLL Holdco one or more certificates or evidence of book entry of 51% of the Newco Interests in the name of JLL Holdco in accordance with the Newco Partnership Agreement.

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Section 2.3 Delta Post-Closing Adjustment.

(a) Preliminary Determination. No later than three (3) Business Days prior to the Closing Date, Delta shall prepare and deliver to Newco a reasonably detailed statement setting forth its good faith estimate of (i) the Net Working Capital of the DPP Business (the “Estimated Net Working Capital”), (ii) the resulting Estimated Working Capital Overage or Estimated Working Capital Underage, (iii) the Indebtedness Amount (the “Estimated Net Indebtedness”), if any, and (iv) the Cash Amount (the “Estimated Net Cash”), if any, in each case, as of the Effective Time and as estimated in accordance with the Closing Balance Sheet Principles; provided, that for the avoidance of doubt, Newco shall not have any right to (x) delay Closing or delivery of the Newco Interests constituting 49% of the Newco Interests in the name of Delta as a result of any disagreement with such estimates or (y) dispute such estimates (other than following the Closing as provided in Section 2.3(b)). For purposes of the calculation of Net Working Capital of the DPP Business, Indebtedness Amount and Cash Amount, all DPP Shares, and DPP Assets shall be deemed to have been conveyed as of the Effective Time (regardless of any delayed transfer pursuant to Section 7.17) and shall be included, to the extent applicable, in the calculation of the Final Adjustment Amounts. It is the intention of the parties that the Final Net Indebtedness (not taking into account lease obligations required to be capitalized in accordance with IFRS or Indebtedness outstanding under the Delta Note) will be zero ($0).

(b) Post-Closing Determination.

(i) As soon as practicable, but in no event later than ninety (90) days after the Closing Date, Newco shall prepare and deliver to Delta the following (the “Preliminary Adjustment Statement”): (A) the Preliminary Closing Balance Sheet, prepared by Newco in accordance with the Closing Balance Sheet Principles; (B) a certificate of an executive officer of Newco certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with the Closing Balance Sheet Principles; and (C) a reasonably detailed calculation by Newco of Net Working Capital of the DPP Business, the Cash Amount and the Indebtedness Amount, in each case, based on the Preliminary Closing Balance Sheet (the “Closing Adjustment Amounts”). Delta shall, and shall use its reasonable best efforts to, and shall cause the other DPP Share Sellers to use their reasonable best efforts to, cause their respective accountants to, cooperate with and assist Newco in the preparation of the Preliminary Adjustment Statement and the Preliminary Closing Balance Sheet, including by providing reasonable access, during normal business hours and upon reasonable advance notice, to their respective books, records and work papers and making available personnel to the extent reasonably required in connection therewith; provided, however, that the accountants of Delta or any DPP Share Sellers shall not be obliged to make any work papers available to Newco or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

(ii) If Delta disagrees with Newco’s calculation of the Closing Adjustment Amounts or believes the Preliminary Closing Balance Sheet contains errors or was not prepared in accordance with the Closing Balance Sheet Principles, Delta shall

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promptly, but in no event later than sixty (60) days after receiving the Preliminary Adjustment Statement (the “Review Period”), deliver to Newco written notice describing its dispute by specifying those items or amounts as to which Delta disagrees, together with Delta’s determination of such disputed items and amounts (a “Dispute Notice”). If Delta either gives notice that it agrees with Newco’s calculation of the Closing Adjustment Amounts or confirms that the Preliminary Closing Balance Sheet is accurate and prepared in accordance with the Closing Balance Sheet Principles or fails to deliver a Dispute Notice within the Review Period, the parties agree that the Preliminary Adjustment Statement shall be deemed to set forth the Closing Adjustment Amounts with respect to those items that have been agreed upon or for which Delta shall have failed to deliver a Dispute Notice (and shall constitute the Final Adjustment Amounts) and the Preliminary Closing Balance Sheet shall be deemed to be accurate and prepared in accordance with the Closing Balance Sheet Principles. If Delta delivers a Dispute Notice to Newco within the Review Period, Delta and Newco will use good faith efforts to resolve the dispute during the thirty (30)-day period (the “Resolution Period”) commencing on the date Delta delivers the Dispute Notice to Newco (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and evidence of such discussions shall not be admissible in any future proceedings between the parties). If Newco and Delta are not able to resolve all disputed items within the Resolution Period, then either party shall have the right to submit the items in dispute following the expiration of the Resolution Period to an internationally recognized independent accounting firm mutually acceptable to the parties (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of the DPP Business to resolve only those matters included in the Dispute Notice and still in dispute at the end of the Resolution Period. Each of Newco and Delta will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm; provided, that copies of any materials provided to the Accounting Firm shall be contemporaneously delivered to the other party and the other party or its Representatives shall be given a reasonable opportunity to participate in any such discussions with the Accounting Firm. The Accounting Firm shall calculate, based solely on the written submissions of Newco, on the one hand, and Delta, on the other hand, and not by independent investigation, the matters included in the Dispute Notice and still in dispute at the end of the Resolution Period, and shall be instructed that its calculation (A) must be made in accordance with the standards and definitions in this Agreement (including the Closing Balance Sheet Principles), and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Delta in the Dispute Notice and by Newco in the Preliminary Adjustment Statement. The Accounting Firm shall submit such calculation to Delta and Newco as soon as practicable, but in any event within thirty (30) days after all issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Closing Adjustment Amounts and any disputed item in the Preliminary Closing Balance Sheet, as set forth in a written notice delivered to Newco and Delta by the Accounting Firm in accordance with this Agreement, will be conclusive and binding on the parties. The Closing Adjustment Amounts as determined after all disputes have been resolved in accordance with this Section 2.3(b)(ii)

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are referred to herein collectively as the as the “Final Adjustment Amounts” and individually as the “Final Net Working Capital,” the “Final Net Indebtedness” and the “Final Net Cash,” respectively.

(iii) Newco shall pay the fees and expenses of such Accounting Firm.

(iv) In connection with Delta’s review of the Preliminary Adjustment Statement, Newco shall (i) provide reasonable access, during normal business hours and upon reasonable notice, to its employees and all work papers, schedules, memoranda and other documents prepared or reviewed by Newco or any of its employees, accountants or other Representatives during the course of Delta’s review which are relevant to the Preliminary Adjustment Statement (which access shall be provided promptly after request by Delta or its Representatives) and (ii) use its reasonable best efforts to cause Newco’s independent accountant to communicate and cooperate with Delta and its Representatives with respect to such review; provided, however, that the accountants of Newco shall not be obliged to make any work papers available to Delta or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

(v) The process set forth in Section 2.3(b) shall be the exclusive remedy of the parties for any disputes related to the Closing Adjustment Amounts or the Preliminary Closing Balance Sheet.

(c) Post-Closing Adjustment.

(i) If (A) the Final Working Capital Overage, if any, minus the Final Working Capital Underage, if any, which may be a positive or negative number, plus the Final Net Cash, minus the Final Net Indebtedness, exceeds (B) the Estimated Working Capital Overage, if any, minus the Estimated Working Capital Underage, if any, plus the Estimated Net Cash, minus the Estimated Net Indebtedness (the amount of such excess being the “Excess Amount”), then Newco shall cause the Note Issuer to increase the principal amount of the Delta Note by the Excess Amount.

(ii) If (A) the Final Working Capital Overage, if any, minus the Final Working Capital Underage, if any, which may be a positive or negative number, plus the Final Net Cash, minus the Final Net Indebtedness, is less than (B) the Estimated Working Capital Overage, if any, minus the Estimated Working Capital Underage, if any, plus the Estimated Net Cash, minus the Estimated Net Indebtedness (the amount of such deficit being the “Deficit Amount”), then Newco shall cause the Note Issuer to decrease the principal amount of the Delta Note by the Deficit Amount.

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Section 2.4 Biologics Earnout.

(a) Earnout Determination. Notwithstanding the consideration paid for the Delta Contribution as set forth in Section 2.1(b), upon an Exit Event, Newco shall prepare and deliver to Delta a reasonably detailed statement (the “Earnout Statement”) setting forth its good faith calculation of (i) the EBITDA for the twelve-month period ending immediately prior to the consummation of such Exit Event (the “LTM EBITDA”) attributable to the Biologics Business, calculated in accordance with the definition of Consolidated EBITDA on a Pro Forma Basis set forth in the credit facility of Newco or its Subsidiaries existing at such time, and (ii) the product of (x) the amount, if any, by which such LTM EBITDA attributable to the Biologics Business exceeds $10,000,000 (such excess, if any, the “Biologics Earnout EBITDA”), multiplied by (y) (I) in the case of an Exit Event triggered by clause (X) of the definition of Exit Event, the multiple of EBITDA derived from such Exit Event, or (II) in the case of an Exit Event triggered by clause (Y)(i) of the definition of Exit Event, the multiple of EBITDA implied by the volume weighted average trading price of the Equity Securities (as defined in the Newco Partnership Agreement) of the Partnership Offeror (as defined in the Newco Partnership Agreement) during the six-month period ending immediately prior to the date of such Exit Event (the “Earnout Payment”).

(i) If Delta disagrees with Newco’s calculation of the LTM EBITDA attributable to the Biologics Business or the Earnout Payment, Delta shall promptly, but in no event later than thirty (30) days after receiving the Earnout Statement (the “Earnout Review Period”), deliver to Newco written notice describing its dispute by specifying those items or amounts as to which Delta disagrees, together with Delta’s determination of such disputed items and amounts (an “Earnout Dispute Notice”). If Delta either gives notice that it agrees with Newco’s calculation set forth in the Earnout Statement or fails to deliver a Dispute Notice within the Earnout Review Period, the parties agree that the Earnout Statement shall be deemed to set forth the LTM EBITDA attributable to the Biologics Business and the Earnout Payment. If Delta delivers an Earnout Dispute Notice to Newco within the Earnout Review Period, Delta and Newco will use good faith efforts to resolve the dispute during the thirty (30)-day period (the “Earnout Resolution Period”) commencing on the date Delta delivers the Earnout Dispute Notice to Newco (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and evidence of such discussions shall not be admissible in any future proceedings between the parties). If Newco and Delta are not able to resolve all disputed items within the Earnout Resolution Period, then either party shall have the right to submit the items in dispute following the expiration of the Earnout Resolution Period to the Accounting Firm. The Accounting Firm shall be given reasonable access to all relevant records of Newco to calculate the items included in the Earnout Dispute Notice and still in dispute at the end of the Earnout Resolution Period. Each of Newco and Delta will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm; provided, that copies of any materials provided to the Accounting Firm shall be contemporaneously delivered to the other party and the other party or its Representatives shall be given a reasonable opportunity to participate in any such discussions with the Accounting Firm. The Accounting Firm shall calculate, based solely on the written submissions of Newco,

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on the one hand, and Delta, on the other hand, and not by independent investigation, the items included in the Earnout Dispute Notice and still in dispute at the end of the Earnout Resolution Period, and shall be instructed that its calculation (A) must be made in accordance with the definition of EBITDA set forth in the credit facility of Newco or its Subsidiaries existing at the date of the Earnout Statement, and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Delta in the Earnout Dispute Notice and by Newco in the Earnout Statement. The Accounting Firm shall submit such calculation to Delta and Newco as soon as practicable, but in any event within thirty (30) days after all issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the LTM EBITDA attributable to the Biologics Business and the Earnout Payment, as set forth in a written notice delivered to Newco and Delta by the Accounting Firm in accordance with this Agreement, will be binding and conclusive on the parties.

(ii) Newco shall pay the fees and expenses of such Accounting Firm.

(b) In connection with Delta’s review of the Earnout Statement, Newco shall (i) provide reasonable access, during normal business hours and upon reasonable notice, to its employees and all work papers, schedules, memoranda and other documents prepared or reviewed by Newco or any of its employees, accountants or other Representatives during the course of Delta’s review which are relevant to the Earnout Statement (which access shall be provided promptly after request by Delta or its Representatives) and (ii) use its reasonable best efforts to cause Newco’s independent accountant to communicate and cooperate with Delta and its Representatives with respect to such review; provided, however, that the accountants of Newco shall not be obliged to make any work papers available to Delta or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

(c) The process set forth in Section 2.4(a) shall be the exclusive remedy of the parties for any disputes related to LTM EBITDA attributable to the Biologics Business, the Biologics Earnout EBITDA and the Earnout Payment.

(d) Notwithstanding the foregoing, if Newco sells or otherwise disposes of the Biologics Business on a stand-alone basis, other than in connection with an Exit Event or to a Subsidiary of the Partnership, the aggregate consideration received by Newco in respect of such sale or other disposition in excess of $100,000,000 shall constitute the Earnout Payment with respect to such sale or other disposition of the Biologics Business and shall be paid in accordance with Section 2.4(f).

(e) During the period between the Closing and the date of such sale of the Biologics Business or Exit Event, Newco will act in good faith to: (i) operate the Biologics Business in a manner consistent with its ordinary course of business (except as otherwise contemplated by this Agreement) and as a distinct division or financial reporting segment, with separate books and records maintained in accordance with GAAP that are sufficient to allow

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independent verification of the specific EBITDA contribution of the Biologics Business; and (ii) not enter into any transaction with the intent to adversely affect the determination of the Earnout Payment.

(f) Upon final determination of the Earnout Payment in accordance with Section 2.4(a) or (d), Newco shall pay the Earnout Payment, if any, as follows: 75% of such amount to Delta and 25% of such amount to JLL Holdco, in each case, at the later of (i) the time of such sale of the Biologics Business or Exit Event or (ii) within ten (10) days of such determination, by wire transfer in cash of immediately available funds to an account designated by each of Delta or JLL Holdco, respectively. Notwithstanding the foregoing, if the transaction giving rise to the Earnout Payment is a transaction as described in clause (Y)(i) of the definition of Exit Event, in lieu of the foregoing cash payments to JLL Holdco and Delta, Newco shall issue a promissory note to each of JLL Holdco and Delta in the principal amount equal to its respective portion of the Earnout Payment, such notes to be on substantially the same terms as the Delta Note, but with a maturity date of the later of the maturity date of the Delta Note or a Change of Control (as defined in the Newco Partnership Agreement).

ARTICLE III

ALLOCATION OF SPECIFIED LIABILITIES

Notwithstanding anything to the contrary in this Agreement or any Related Agreement, each of JLL Holdco, Delta and Newco have agreed to resolve certain Liabilities following the Closing as set forth below:

Section 3.1 Schedule 3.1 Liabilities. Newco shall manage and fund all costs and expenses arising out of or related to each of the matters set forth on Section 3.1 of the Delta Disclosure Schedule as such costs and expenses are incurred. Promptly following the end of each fiscal quarter, Newco shall prepare and deliver to Delta a good faith calculation of the aggregate operating costs and expenses (excluding Severance Costs paid by Newco to Delta in accordance with Section 7.21(b)) incurred by Newco with respect to each such matter for such period. Delta shall pay to Newco, by wire transfer in cash of immediately available funds to an account designated by Newco, all such operating costs and expenses within 30 days promptly following receipt of notice thereof, up to an aggregate amount equal to the “cap” applicable to each matter as set forth on Section 3.1 of the Delta Disclosure Schedule; provided that Newco shall be responsible for any and all costs and expenses with respect to each such matter after Delta has paid to Newco an aggregate amount equal to the cap applicable to such matter as set forth on Section 3.1 of the Delta Disclosure Schedule. Newco shall manage each of the matters set forth on Section 3.1 of the Delta Disclosure Schedule in a reasonably cost-effective manner substantially consistent with the restructuring plans with respect to such matters which have been approved prior to the date hereof.

Section 3.2 Certain Facility Closing Costs and Litigation Expenses. Newco shall manage and fund (i) all costs and expenses arising out of or related to the restructuring, wind-down or closing of certain facilities set forth on Section 3.2(a) of the Delta Disclosure Schedule and (ii) the costs and expenses (not including any costs related to the settlement or judgment in respect of such litigation) arising out of or related to the resolution of the litigation

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matter set forth on Section 3.2(b) of the Delta Disclosure Schedule (the matter described on Section 3.2(a)(i) of the Delta Disclosure Schedule, the “Delta Matter” and the matters described on Sections 3.2(a)(ii) and 3.2(b) of the Delta Disclosure Schedule, the “JLL Holdco Matters”). Promptly following the Section 3.2 Expiration Date, Newco shall calculate the aggregate costs and expenses incurred or reasonably expected to be incurred by Newco with respect to the Delta Matter (net of the proceeds received by Newco from the sale or other disposition of the facility described in Section 3.2(a)(i) of the Delta Disclosure Schedule) and the JLL Holdco Matters and shall adjust the principal amount of the Delta Note as follows: the adjustment to the principal amount of the Delta Note pursuant to this Section 3.2 shall be equal to the sum (whether a positive or negative number) of (I) such aggregate costs and expenses incurred or reasonably expected to be incurred by Newco with respect to the JLL Holdco Matters up to the “cap” applicable to such matters as set forth on Sections 3.2(a)(ii) and 3.2(b) of the Delta Disclosure Schedule less (II) such aggregate costs and expenses (excluding Severance Costs paid by Newco to Delta in accordance with Section 7.21(b)) incurred or reasonably expected to be incurred by Newco with respect to the Delta Matter up to the respective “cap” applicable to such matter as set forth on Section 3.2(a)(i) of the Delta Disclosure Schedule (net of the proceeds received by Newco from the sale or other disposition of the facility described in Section 3.2(a)(i) of the Delta Disclosure Schedule). If the foregoing is a positive amount, then Newco shall cause the Note Issuer to increase the principal amount of the Delta Note by such amount. If the foregoing is a negative amount, then Newco shall cause the Note Issuer to decrease the principal amount of the Delta Note by such amount. Notwithstanding the foregoing, in the event that the Cash Equivalents of Newco and its Subsidiaries, on a consolidated basis, and availability for borrowings under any revolving credit facility for the benefit of Newco or its Subsidiaries, is less than $200,000,000 at any time prior to the Section 3.2 Expiration Date (a “Liquidity Issue”), upon notice from Newco to JLL Holdco and Delta, in lieu of adjusting the principal amount of the Delta Note, each of JLL Holdco and Delta shall reimburse the costs and expenses previously incurred by Newco since the Closing Date on the JLL Holdco Matters and Delta Matter, respectively, within twenty (20) Business Days of such notice (it being agreed that Delta’s reimbursement requirement shall be net of the proceeds received by Newco from the sale or other disposition of the facility described in Section 3.2(a)(i) of the Delta Disclosure Schedule) and shall reimburse Newco quarterly thereafter until the Section 3.2 Expiration Date for the costs and expenses arising out of or related to the JLL Holdco Matters and the Delta Matter, respectively, up to the applicable cap as set forth on Section 3.2 of the Delta Disclosure Schedule; provided that all such amounts shall be reimbursed by Newco to JLL Holdco and Delta, as applicable, at such time as Newco is no longer subject to a Liquidity Issue (whether occurring prior to or after the Section 3.2 Expiration Date, but prior to a Delta Note Transfer) and Newco shall subsequently cause the Note Issuer to adjust the principal amount of the Delta Note as provided in this Section 3.2.

Section 3.3 Pension Plan Liabilities. Following the Closing, Delta and JLL Holdco shall conduct a valuation of the Assets and Liabilities of the pension plans of the DPP Business and Pi pursuant to and in accordance with the Benefit Plan Term Sheet attached as Exhibit F. Notwithstanding any other provision of this Agreement, Newco shall cause the Note Issuer to adjust the principal amount of the Delta Note in accordance with the Benefit Plan Term Sheet attached as Exhibit F.

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Section 3.4 Tax Matters. If and to the extent that the costs described in Sections 3.1, 3.2 or 3.3, the economic cost of which is to be borne by Delta, would, if paid by Newco or any Subsidiary of Newco, be deductible for tax purposes, then the parties shall cooperate in good faith to structure the mechanism by which Delta economically bears such cost in a manner that maximizes, to the extent possible, the tax benefits to Newco and its Subsidiaries (for example, by Newco incurring such costs and by adjusting downward the principal amount of the Delta Note), in which case the cost to be borne by Delta (e.g., the downward adjustment to the principal amount of the Delta Note) shall be the after-tax cost to Newco and its Subsidiaries.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF DELTA

Delta hereby represents and warrants to each of Newco and JLL Holdco that, except as set forth in the Delta Disclosure Schedule, as of the date hereof and as of the Closing Date:

Section 4.1 Organization, Etc. Each of the DPP Share Sellers and the DPP Affiliates (in respect of the DPP Business), the Transferred DPP Companies and the Transferred DPP Companies’ Subsidiaries is a corporation, partnership or other legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized) under the Laws of the jurisdiction of its incorporation or organization, except where the failure to be so organized, existing or in good standing would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business or materially impair or materially delay the ability of the DPP Share Sellers to consummate the transactions contemplated by this Agreement. Each of the Transferred DPP Companies and the Transferred DPP Companies’ Subsidiaries has all requisite power and authority to conduct its business as it is now being conducted and to own, lease and operate its property and Assets, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the DPP Affiliates (in respect of the DPP Business), the Transferred DPP Companies and the Transferred DPP Companies’ Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction in which the ownership, leasing or operation of its property or Assets or the conduct of its business requires such qualification or license, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business. Except as set forth on Section 4.1 of the Delta Disclosure Schedule, the Transferred DPP Companies and the Transferred DPP Companies’ Subsidiaries have not been dissolved, nor has a resolution to such dissolution been adopted and no demands or requests for such dissolution are pending. The Transferred DPP Companies and the Transferred DPP Companies’ Subsidiaries have not been declared bankrupt and have not applied for or been granted suspension of payment and no demand or request to declare such bankruptcy is pending. True and complete copies of the certificate of incorporation and by-laws (or comparable governing documents) of each of the Transferred DPP Companies and the Transferred DPP Companies’ Subsidiaries have been made available to Newco prior to the date hereof.

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Section 4.2 Authority Relative to this Agreement, Etc. Each of Delta and the DPP Share Sellers has all requisite corporate or other power and authority to execute and deliver this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Transferred DPP Company or any Subsidiary thereof has all requisite corporate or other power and authority to execute and deliver any Related Agreements to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of the Related Agreements, will be as of their execution) duly authorized by each of Delta, the DPP Share Sellers, the Transferred DPP Companies and any Subsidiary thereof (with respect to any Related Agreement executed by such party prior to the Closing) to the extent a party thereto. No other corporate proceedings or other action on the part of Delta, the DPP Share Sellers, the Transferred DPP Companies and any Subsidiaries thereof (and no action on the part of stockholders of Delta, the DPP Share Sellers, the Transferred DPP Companies or any Subsidiaries thereof) are necessary (or, in the case of the Related Agreements, will be necessary as of the execution thereof) to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been (or in the case of the Related Agreements will be) duly and validly executed and delivered by Delta and each of the DPP Share Sellers, the Transferred DPP Companies and any Subsidiaries thereof (with respect to any Related Agreement executed by such party prior to the Closing) to the extent a party thereto and, assuming this Agreement and such other Related Agreements (to the extent Newco is a party to such other Related Agreements) have been duly authorized, executed and delivered by Newco, JLL Holdco and the other parties thereto, each of this Agreement and such other agreements constitutes (or in the case of the Related Agreements will constitute) a legal, valid and binding agreement of Delta, the DPP Share Sellers, the Transferred DPP Companies and any Subsidiaries thereof (with respect to any Related Agreement executed by such party prior to the Closing) to the extent a party thereto, enforceable against Delta, each such DPP Share Seller and each of the Transferred DPP Companies and any Subsidiaries thereof (with respect to any Related Agreement executed by such party prior to the Closing) in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles.

Section 4.3 Capitalization.

(a) Section 4.3 of the Delta Disclosure Schedule sets forth the authorized, issued and outstanding shares of capital stock (or other equity interests) of each Transferred DPP Company and the record owners and, to the extent such record owners are not beneficial owners, beneficial owners of such issued and outstanding capital stock (or other equity interests), along with each Transferred DPP Company’s jurisdiction of organization (x) as of the date hereof and (y) as of the Closing Date after giving effect to the Pre-Closing Restructuring Transactions, subject to any amendment of such Pre-Closing Restructuring Transactions in accordance with Section 7.16. All of the issued and outstanding capital stock (or other equity interests) of the Transferred DPP Companies are, or as of immediately prior to the Closing will be, duly authorized, validly issued, fully paid and non-assessable and free of any preemptive

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rights or Encumbrances in respect thereof. The DPP Share Sellers or the Transferred DPP Companies own, or as of immediately prior to the Closing will own, all of the issued and outstanding shares (or other equity interests) of the Transferred DPP Companies, in each case, free and clear of any Encumbrances other than Permitted Encumbrances. Except as set forth in Section 4.3 of the Delta Disclosure Schedule, there are no shares of common stock, preferred stock or other equity interests of any Transferred DPP Company or any of their Subsidiaries (including phantom stock, stock appreciation rights or other similar rights) authorized, reserved, issued or outstanding, and there are no preemptive rights or other outstanding rights, subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type or other securities or obligations with respect thereto (i) convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of any Transferred DPP Company or any of their Subsidiaries, (ii) requiring or giving any Person any rights with respect to the issuance, sale, transfer, repurchase, redemption or other acquisition of any shares of capital stock (or other equity interests) of any Transferred DPP Company or any of its Subsidiaries, (iii) restricting the transfer of any shares of capital stock (or other equity interests) of any Transferred DPP Company or any of its Subsidiaries, or (iv) relating to the voting of any shares of capital stock of any Transferred DPP Company or any of its Subsidiaries.

(b) None of the Transferred DPP Companies nor any of their Subsidiaries owns any material equity interest, or any interest convertible into or exchangeable for a material equity interest, in any Person (other than other Transferred DPP Companies, Subsidiaries of Transferred DPP Companies or Subsidiaries thereof).

(c) There is no Liability for, or obligation with respect to, any dividends or distributions declared or accumulated but unpaid with respect to any shares of the capital stock or other equity interests of any Transferred DPP Company or Subsidiary thereof.

Section 4.4 Consents and Approvals; No Violations. Neither the execution, delivery and performance of this Agreement by Delta nor the execution, delivery and performance of the Related Agreements by Delta, the DPP Share Sellers, the Transferred DPP Companies or any Subsidiaries thereof party thereto, nor the consummation of the transactions contemplated hereby and thereby by Delta, the DPP Share Sellers, the Transferred DPP Companies or any Subsidiaries thereof, will (a) violate any provision of the certificate of incorporation or by-laws (or other comparable governing documents) of Delta, any DPP Share Seller or any of the Transferred DPP Companies or any of the Transferred DPP Companies’ Subsidiaries, (b) require any consent, waiver, approval, license, authorization or permit of, or filing with or notification to, any Governmental Authority (collectively, the “Governmental Filings”) except for (i) filings with the Federal Trade Commission (the “FTC”) and with the Antitrust Division of the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, and the rules and regulations promulgated thereunder and (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or competition or exchange or currency controls, and (iii) such consents, waivers, approvals, licenses, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business, (c) except as set forth on Section 4.4(c) of the Delta Disclosure Schedule, result in a violation, infringement or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination,

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cancellation or acceleration or any obligation of any DPP Affiliate (in respect of the DPP Business), the Transferred DPP Companies or their Subsidiaries under or a loss of any material benefit to which any DPP Affiliate (in respect of the DPP Business) or any of the Transferred DPP Companies or their Subsidiaries is entitled under, or require the consent of or notice to any Person under, any of the terms, conditions or provisions of any Material Contract, (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to any DPP Affiliate (in respect of the DPP Business) or any of the Transferred DPP Companies or their Subsidiaries or by which any of such Persons’ respective properties or Assets may be bound or (e) result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the Assets or properties of any Transferred DPP Company or any Subsidiary thereof, except in the case of clauses (c), (d) and (e), above, for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Encumbrances that would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business.

Section 4.5 Regulatory Matters.

(a) Except as set forth on Section 4.5(a) of the Delta Disclosure Schedule, the Transferred DPP Companies are in compliance in all respects with the requirements of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 301, et seq. and its implementing regulations and with all applicable Laws of comparable Governmental Authorities in other jurisdictions, including all applicable Laws with respect to manufacturing, storing, transporting, importing, distribution, and sale of their Products and Services as well as with respect to the importation, acquisition and processing of any raw materials used in the manufacturing of such Products and Services, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth on Section 4.5(b) of the Delta Disclosure Schedule, since January 1, 2010 through the date hereof, the Transferred DPP Companies have not received: (i) any Forms FDA 483, warning letters, untitled letters, or other similar written communications from the FDA or any other comparable Governmental Authority noting material violations of Law; or (ii) other notice of any enforcement, regulatory or administrative Actions by the FDA or any other comparable Governmental Authority, that if not resolved favorably to the Transferred DPP Companies would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and, to Delta’s Knowledge, no such Actions have been threatened. There is no enforcement, regulatory or administrative Action by or before the FDA or any other comparable Governmental Authority pending against any of the Transferred DPP Companies that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Delta’s Knowledge, there is no act, omission, event or circumstance that would reasonably be expected to give rise to or lead to any such Action.

(c) To Delta’s Knowledge, the Transferred DPP Companies hold all material regulatory approvals, clearances, authorizations required by the FDA or any comparable Governmental Authority in connection with the conduct of the business of any Transferred DPP Company (the “Regulatory Permits”) and such Regulatory Permits are, in all material respects, (i) in full force and effect and (ii) in compliance with all formal filing and maintenance requirements.

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(d) Except as described on Section 4.5(d) of the Delta Disclosure Schedule, since January 1, 2010 through the date hereof, there have been no voluntary or involuntary product recalls or withdrawals conducted by or issued to any Transferred DPP Company that remain open as of the date hereof and the Transferred DPP Companies have not received any notice from the FDA or any other comparable Governmental Authority requiring any Transferred DPP Company to (i) cease to manufacture, transport, import, export, distribute or sell any products of the Transferred DPP Companies, (ii) recall or withdraw any product sold by any Transferred DPP Company that remains open as of the date hereof, (iii) change the marketing classification or make a material change in the labeling of any such products, or (iv) terminate or suspend the marketing of any such products.

(e) As of the date hereof, no Transferred DPP Company, nor, to Delta’s Knowledge, any current officers, employees or agents of any Transferred DPP Companies, has been (i) disbarred or received notice of action or threat of action with respect to debarment under the provisions of 21 U.S.C. §§ 335a, 335b or 335c or any equivalent provisions in any other jurisdiction; or (ii) excluded or received notice of action or threat of action with respect to exclusion under the provisions of 42 U.S.C. § 1320a or any equivalent provisions in any other jurisdiction. As of the date hereof, to Delta’s Knowledge, no officer, employee or agent of any of the Transferred DPP Companies has committed an act, made a material statement or failed to make a material statement that would reasonably be expected to provide the basis for the FDA or any other comparable Governmental Authority to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” as set forth in 56 Fed. Reg. 46191 (September 10, 1991). As of the date hereof, no Transferred DPP Company, and, to Delta’s Knowledge, no officer, employee or agent of any of the Transferred DPP Companies, has been convicted of any crime or engaged in any conduct for which debarment is mandated or permitted by 21 U.S.C. §335a.

(f) To Delta’s Knowledge, no product manufactured or distributed by any Transferred DPP Company is (i) adulterated within the meaning of 21 U.S.C. § 351 (or any similar Law), (ii) misbranded within the meaning of 21 U.S.C. § 352 (or any similar Law) or (iii) a product that is in violation of 21 U.S.C. §§ 360 or 360e (or any similar Law), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 4.6 Financial Statements.

(a) Section 4.6 of the Delta Disclosure Schedule contains copies of the (i) audited carve-out balance sheets of the DPP Business as of December 31, 2012, December 31, 2011 and December 31, 2010 and the related audited carve-out statements of comprehensive income of, statements of cash flows of and statements of changes in net assets attributable to owners of the DPP Business for the fiscal years ended on December 31, 2012, December 31, 2011 and December 31, 2010, together with the respective audit opinions thereon of Ernst & Young LLP (the “Auditor”), and (ii) carve-out interim statement of comprehensive income, statement of cash flows of and statement of changes in net assets attributable to owners of the DPP Business for the nine-month periods ended September 30, 2013 and an unaudited carve-out balance sheet of the DPP Business as of September 30, 2013, which have been reviewed by the Auditor (the items referred to in clause (i), together with the notes thereto, being herein collectively referred to as the “Audited Financial Statements”; the items referred to in clause (ii)

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being herein collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). Except as set forth in Section 4.6 of the Delta Disclosure Schedule and the notes to the Audited Financial Statements, the Financial Statements present fairly in all material respects the combined financial condition and the results of operations of and cash flows of the DPP Business as of such dates and for such periods and have been prepared in accordance with IFRS applied on a consistent basis (except as set forth in such Financial Statements), subject, with respect to the Interim Financial Statements, to normal and recurring year-end adjustments that are not expected to be material, on an individual basis or in the aggregate, in amount and the absence of disclosures normally made in footnotes to audited financial statements. To Delta’s Knowledge, the balance sheets included in the Financial Statements do not include or reflect any Assets or Liabilities not intended to constitute a part of the DPP Assets or the Assumed Liabilities after giving effect to the transactions contemplated by this Agreement. To Delta’s Knowledge, the statements of operations included in the Financial Statements do not reflect the operations of any entity, division or business not intended to constitute a part of the DPP Business after giving effect to the transactions contemplated by this Agreement. The Financial Statements have been derived from the consolidated financial statements and accounting records of Delta using the historical results of operations and the historical basis of Assets and Liabilities of the DPP Business and may not necessarily be indicative of the conditions that would have existed or the results of operations if the DPP Business had been operated as a stand-alone entity.

(b) The Transferred DPP Companies and their Subsidiaries (a) have designed, and operated in all material respects in accordance with, disclosure controls and procedures, including systems of internal controls over financial reporting, that are designed to comply with applicable Law to ensure that material information relating to the Transferred DPP Companies and their Subsidiaries is made known to the management of the Transferred DPP Companies and their Subsidiaries by others within the Transferred DPP Companies and their Subsidiaries and (b) have disclosed, based on the most recent report prior to the date of this Agreement, to the Auditor any fraud that is Known to Delta, whether or not material, that involves management or other employees who have a significant role in the Transferred DPP Companies’ internal controls. Delta has made available to Newco a summary of any such disclosure made by management to the Auditor since January 1, 2012 as such disclosure pertains to the Transferred DPP Companies and their Subsidiaries.

Section 4.7 Absence of Certain Changes. Since December 31, 2012 through the date hereof (a) except as expressly contemplated by this Agreement, the Transferred DPP Companies, their Subsidiaries, and the DPP Affiliates (in respect of the DPP Business) have conducted the DPP Business in the ordinary course consistent with past practice, except as set forth in Section 4.7 of the Delta Disclosure Schedule; and (b) there has not been any change, event, effect, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since September 30, 2013 through the date hereof, except as expressly contemplated by this Agreement or as set forth in Section 4.7 of the Delta Disclosure Schedule, none of the Transferred DPP Companies, their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) has taken or agreed to take any action that would be prohibited by Section 7.1, if taken after the date of this Agreement.

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Section 4.8 Compliance with Law; Permits. Other than with respect to any Excluded Assets or Retained Liabilities and except as set forth on Section 4.5 or Section 4.8 of the Delta Disclosure Schedule, (i) none of the Transferred DPP Companies, their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) is, or in the past two (2) years has been, in violation of any applicable Law except for any such violations that would not, individually or in the aggregate, be material to the DPP Business, and (ii) as of the date hereof, neither Delta, any of the Transferred DPP Companies nor any of their respective Subsidiaries has received any written notice alleging any such violation. Other than with respect to any Retained Liabilities or Excluded Assets, the Transferred DPP Companies and their Subsidiaries and the DPP Affiliates (in respect of the DPP Business) have, or will have as of Closing, all material permits, licenses, certificates, qualifications, registrations, approvals for their products, other material approvals and other material authorizations issued by a Governmental Authority necessary for the conduct of the DPP Business as presently conducted (the “Permits”) and are, and during the past two (2) years have been, in compliance in all material respects, with the terms of the Permits.

Section 4.9 Undisclosed Liabilities. Except (a) as disclosed, set forth or reflected or reserved against on the Financial Statements, (b) for Liabilities incurred or permitted to be incurred pursuant to this Agreement, (c) for Liabilities incurred after December 31, 2012 in the ordinary course of business, consistent with past practices, (d) for Liabilities set forth in any Section of the Delta Disclosure Schedule, or (e) for Retained Liabilities, the DPP Business is not subject to any Liabilities that would reasonably be expected to be material to the DPP Business.

Section 4.10 Litigation.

(a) Except as set forth on Section 4.10 of the Delta Disclosure Schedule and for Actions relating to the Excluded Assets or the Retained Liabilities, as of the date of this Agreement, there is no Action pending, or, to the Knowledge of Delta, Action threatened, against a Transferred DPP Company or any Subsidiaries thereof or the DPP Affiliates (in respect of the DPP Business) or arising out of, relating to or involving the DPP Business or any properties or rights of a Transferred DPP Company or its Subsidiaries other than Actions which would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business.

(b) None of the Transferred DPP Companies or their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) is, or has been since December 31, 2011, subject to any outstanding injunction, writ, judgment, order or decree of any Governmental Authority or arbitration tribunal that would, individually or in the aggregate, reasonably be expected to be material to the DPP Business. Notwithstanding anything contained in this Section 4.10, no representation or warranty shall be deemed to be made in this Section 4.10 in respect of any subject matter of which is specifically covered in Section 4.11 (Taxes), Section 4.12 (Employee Benefits Plans; ERISA), Section 4.13 (Environmental Matters), Section 4.14 (Real Property) or Section 4.22 (Employee Matters; Labor).

Section 4.11 Taxes.

(a) Each of the Transferred DPP Companies and their Subsidiaries has (i) timely filed (or had timely filed on its behalf) with the appropriate Tax Authorities all income

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and other material Tax Returns required to be filed by or on behalf of it, and each such Tax Return was complete and accurate in all material respects, and (ii) timely paid (or had paid on its behalf) all income and other material Taxes due and owing, regardless of whether required to be shown or reported on a Tax Return.

(b) In relation to VAT or other similar Tax, each of the Transferred DPP Companies and their Subsidiaries (i) is registered as a taxable person for VAT purposes with the relevant Tax Authority and no supply made by it for VAT purposes is an exempt supply and (ii) has not been required by the relevant authorities of customs and excise to give security.

(c) Each of the Transferred DPP Companies and their Subsidiaries maintains and has available at their offices, correct and up-to-date Tax records.

(d) Except for any Transfer Taxes, any documents required by applicable Law to be stamped in order for the Transferred DPP Companies and their Subsidiaries to prove title to a material Asset have been duly stamped and no material document of any of the Transferred DPP Companies and their Subsidiaries now or at Closing which is subject to any material ad valorem stamp duty, or other material stamp duty as required by Law, is or will be unstamped or insufficiently stamped.

(e) There is no Tax Audit pending against or with respect to any of the Transferred DPP Companies or their Subsidiaries in respect of any material Tax and no written or, to Delta’s Knowledge, unwritten notice of such a Tax Audit with respect to any material Tax has been received by Delta, any Affiliate of Delta or any Transferred DPP Company or its Subsidiaries.

(f) No deficiency or other claim for a material Tax has been asserted in writing or, to Delta’s Knowledge, otherwise, against any of the Transferred DPP Companies or their Subsidiaries, except for asserted deficiencies or other claims that have been resolved and paid in full.

(g) There are no material liens for Taxes upon the DPP Assets, or the Assets or property of any of the Transferred DPP Companies or their Subsidiaries, except for Permitted Encumbrances.

(h) There is no agreement extending the period of assessment or collection of any material Taxes of any Transferred DPP Company or its Subsidiaries or any other agreement with any Governmental Authority.

(i) No written or, to the Knowledge of Delta, unwritten claim has been made since January 1, 2010 by a Governmental Authority in a jurisdiction where any DPP Share Seller, Transferred DPP Company or Subsidiary thereof does not file Tax Returns that such entity is or may be subject to taxation by such jurisdiction.

(j) Within the past two years none of the Transferred DPP Companies or their respective Subsidiaries has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code.

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(k) None of the Transferred DPP Companies or their respective Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4.

(l) There are no Tax allocation, Tax sharing or Tax indemnification agreements or other similar arrangements under which any Transferred DPP Company or any Subsidiary thereof would be liable after the Closing for material Taxes of any other Person (other than another Transferred DPP Company or any Subsidiary thereof), other than commercial Contracts not primarily related to Taxes.

(m) Other than with respect to a fiscal unity or a combined, consolidated, unitary or other group for U.S. federal, state or local or Dutch or German Tax or VAT purposes of which Delta or an Affiliate of Delta is the common parent (or, in the case of a VAT group, a member), none of the Transferred DPP Companies or any Subsidiary thereof (i) has been a member of an affiliated group filing a fiscal unity, combined, consolidated, unitary or other group Tax Return or (ii) is jointly or severally liable or has any Liability for the Taxes of any Person, whether under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law) or as a transferee or successor.

(n) Neither the Transferred DPP Companies or their Subsidiaries nor Newco or any of its Affiliates will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Post-Closing Tax Period as a result of (i) any change in method of accounting for a Pre-Closing Tax Period that occurred within the five (5) year period ending on the Closing Date, (ii) any written closing agreement or settlement with a Tax Authority in respect of Taxes executed within the five (5) year period ending on the Closing Date, (iii) any intercompany transactions or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state or local Tax Law) arising on or prior to the Closing Date, (iv) any installment sale or open transaction disposition made on or prior to the Closing Date, (v) any prepaid amounts received on or prior to the Closing Date or (vi) any election under Section 108(i) of the Code.

(o) Neither Delta, any DPP Share Seller nor any of the Transferred DPP Companies or any Subsidiary thereof has made any affirmative entity classification elections under Treasury Regulation Section 301.7701-3 for any Transferred DPP Company or any of their Subsidiaries.

(p) No Foreign Company has an annual taxable period other than the calendar year.

(q) None of the Transferred DPP Companies and their Subsidiaries have permanent establishments, other than in the country of their respective incorporation or organization.

(r) No tax ruling or agreement issued to or entered into by Delta or any of its Affiliates (including the Transferred DPP Companies and their Subsidiaries) (i) requires any Transferred DPP Company or Subsidiary thereof to take any action after the

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Closing, other than to properly report the transaction in its books and records as required under local Law; (ii) prohibits any Transferred DPP Company or Subsidiary thereof from taking any action after the Closing; or (iii) is conditioned upon any Transferred DPP Company or Subsidiary thereof taking or refraining from taking any action after the Closing.

(s) Each of the Transferred DPP Companies and their Subsidiaries has complied in all material respects with all transfer pricing requirements imposed by any applicable Governmental Authority, including, the use of an arm’s length or similar amount for related Person charges, the filing of returns, the preparation of reports, and the maintenance of records and other documentation supporting any related Person charge or other amount. During the past five (5) years, no Governmental Authority has proposed, or asserted or otherwise discussed within a writing received by any of the Transferred DPP Companies and their Subsidiaries the possibility of a material transfer pricing adjustment or failure to comply in any material respect with any transfer pricing requirements.

(t) None of the Transferred DPP Companies or their Subsidiaries has agreed to make any material adjustments in a Post-Closing Tax Period pursuant to Section 481(a) of the Code or any similar provision of Law, or has any application pending with any Tax Authority requesting permission for any material changes in accounting methods that relate to the Transferred DPP Companies or their Subsidiaries.

(u) The Transferred DPP Companies and their Subsidiaries have withheld or collected all material Taxes required by Law to be withheld or collected and, to the extent required by applicable Law, timely paid such amounts to the appropriate Governmental Authority in all material respects.

Notwithstanding anything to the contrary in this Agreement, no breach or inaccuracy of any representation or warranty in this Section 4.11 (other than the representations or warranties set forth in Section 4.11(l) and Section 4.11(m)) shall entitle any Newco Indemnified Party to be indemnified or held harmless from, against and in respect of Losses arising from Taxes imposed with respect to any Post-Closing Tax Period.

Section 4.12 Employee Benefit Plans; ERISA.

(a) Section 4.12(a) of the Delta Disclosure Schedule contains a true and complete list of each material Employee Benefit Plan which covers any employee of the DPP Business. For purposes of this Agreement, “Employee Benefit Plan” means any deferred compensation plan and any incentive compensation, equity compensation plan, bonus, severance, retirement, “welfare” plan, fund or program (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject thereto), any “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA, whether or not subject thereto), including Foreign Pension Plans, any employment, change-in-control, transaction bonus, retention, termination or severance agreement, and any other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by Delta or any of its Subsidiaries or by any trade or business, whether or not incorporated, that together with Delta or any of its Subsidiaries would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA (an

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“ERISA Affiliate”), or to which Delta, its Subsidiaries or an ERISA Affiliate is party, whether written or oral, in each case for the benefit of any Business Employee. Section 4.12(a) of the Delta Disclosure Schedule separately identifies as such all Transferred Business Plans, all Foreign Pension Plans, and “project bonuses” as of the date hereof. For purposes of this Agreement, “Transferred Business Plan” means (i) any Employee Benefit Plan that as of the Closing is maintained or sponsored by any Transferred DPP Company or any of their respective Subsidiaries, (ii) any Employee Benefit Plan the Liabilities for which will automatically transfer to any Transferred DPP Company or any of their respective Subsidiaries by operation of applicable Law in connection the transactions contemplated by this Agreement (but only to the extent of such automatic transfer), and (iii) any Employee Benefit Plan that is identified as a Transferred Business Plan on Section 4.12(a) of the Delta Disclosure Schedule.

(b) Delta has made available to Newco true and complete copies of each material Transferred Business Plan or a summary thereof, the most recent actuarial report, if any, regarding the funded status of each Transferred Business Plan that is a Foreign Pension Plan, the most recent opinion or determination letter received from the IRS or any other Governmental Authority in respect of each Transferred Business Plan intended to qualify under Section 401 of the Code or similar Law, and all notices of or correspondence with any governmental agency or entity as to any matter related to such plan’s compliance with Law that remains unresolved and would, individually or in the aggregate, reasonably be expected to be material to the DPP Business.

(c) Neither Delta nor any ERISA Affiliate maintains, contributes to or sponsors (or has in the past six (6) years maintained, contributed to or sponsored) a multiemployer plan as defined in Section 3(37) of ERISA or an Employee Benefit Plan, in either case, that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code.

(d) Each Transferred Business Plan has been operated and administered in all respects in accordance with its terms and applicable Law, including ERISA and the Code and corresponding or similar provisions of non-U.S. Law, and with respect to each Transferred Business Plan, all contributions and obligations under or in connection with the Transferred Business Plan, including obligations arising by operation of Law, that have become due on or prior to the Closing Date have been made or satisfied or, if applicable, accrued in accordance with IFRS or other applicable accounting practices, in each case, except as would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business.

(e) Each Transferred Business Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is the subject of a favorable opinion or determination letter to such effect from the IRS as to such qualification and, to the Knowledge of Delta, no events have occurred that could reasonably be expected to result in the loss of such qualification.

(f) No Transferred Business Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for Business Employees for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable Law or (ii) benefits the full cost of which is borne by the Business Employee (or his or her dependents or beneficiaries).

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(g) Except to the extent required by applicable Law (it being understood that contractual obligations shall not be considered required by applicable Law for this purpose), the consummation of the transactions contemplated by this Agreement shall not, either alone or in combination with another event (including termination of employment), (i) entitle any Business Employee to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment, vesting or funding, or increase the amount, of compensation due any Business Employee, or (iii) accelerate the time of funding or result in any debt or obligation of the Transferred DPP Companies or their Subsidiaries to or with respect to any Employee Benefit Plan.

(h) Except as set forth in Section 4.12(h) of the Delta Disclosure Schedule, no amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of Indebtedness) by any current or former Business Employee who is a “disqualified individual” within the meaning of Section 280G of the Code could reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the transactions contemplated by this Agreement. No Business Employee is entitled to a gross-up of any Taxes imposed by Section 4999 of the Code.

(i) Except as set forth in Section 4.12(i) of the Delta Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business, as of the date of this Agreement, to the Knowledge of Delta, there are (i) no pending or threatened claims, or facts that could reasonably be expected to give rise to claims, by or on behalf of any Transferred Business Plan, by any employee or beneficiary covered under any such Transferred Business Plan, or otherwise involving any such Transferred Business Plan (other than routine claims for benefits) or (ii) no matters pending (other than routine qualification determination filings) with respect to any of the Transferred Business Plans before any Governmental Authority.

(j) Except as set forth in Section 4.12(j) of the Delta Disclosure Schedule, as necessary or appropriate to comply with applicable Law, or as would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business, as of the date of this Agreement, to the Knowledge of Delta, there has been no amendment to, written interpretation or announcement (whether or not written) by Delta or any of its Affiliates relating to, or change in employee participation or coverage under, any Transferred Business Plan which would reasonably be expected to increase the expense of maintaining such Transferred Business Plan or, with respect to Employee Benefit Plans that are not Transferred Business Plans, would increase the expense of maintaining a comparable employee benefit plan, program, agreement or arrangement required by Law to be adopted or maintained by the Transferred DPP Companies or their Subsidiaries following the Closing Date, in either case above the level of the expense incurred in respect thereof for the twelve (12) months ended as of September 30, 2013.

(k) Without limiting any of the foregoing provisions, with respect to each Transferred Business Plan established or maintained outside of the United States primarily for Business Employees residing outside the United States and each Foreign Pension Plan (each a “Foreign Benefit Plan” and collectively, the “Foreign Benefit Plans”), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i)

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(A) the fair market value of the Assets of each funded Foreign Pension Plan, (B) the collective liability of each insurer for any Foreign Pension Plan funded through insurance or (C) the book reserve established for any Foreign Pension Plan, in any case together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Pension Plan and no transaction contemplated by this Agreement shall cause such Assets, insurance obligations or reserves, together with any such accrued contributions, to be less than such benefit obligations; (ii) each Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities; and (iii) all contributions required to be made under any applicable Law, including but not limited to the Commonwealth of Australia Superannuation Guarantee (Administration) Act 1992, have been made for or on behalf of each Business Employee as of the date hereof and as of the Closing Date.

Section 4.13 Environmental Matters. Other than as set forth on Section 4.13 of the Delta Disclosure Schedule, other than with respect to any Excluded Assets or Retained Liabilities, (a) the DPP Business is in material compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by such entities of all material Environmental Permits, and compliance in all material respects with the terms and conditions thereof); (b) except as would not reasonably be expected to result in a material Liability to the DPP Business, (i) as of the date hereof, there is no Environmental Claim pending or, to the Knowledge of Delta, threatened against any Transferred DPP Company or their Subsidiaries and (ii) to the Knowledge of Delta, there are no pending unresolved Actions initiated by any Governmental Authority forcing Transferred DPP Companies or their Subsidiaries to investigate the presence of Hazardous Substances on, at, in or underneath any property formerly owned or operated by any Transferred DPP Company or its Subsidiaries or to execute a Cleanup with respect to the same (and in particular with respect to the Dutch jurisdiction any such Action pursuant to Section 43 of the Soil Protection Act (Wet Bodembescherming)); (c) to the Knowledge of Delta, there have been no Releases of Hazardous Substances on, at, in or underneath any of the Owned Real Property or Leased Real Property or on, at, in or underneath any property formerly owned or operated by any Transferred DPP Company or its Subsidiaries or the DPP Affiliate (in respect of the DPP Business), respectively, that would reasonably be expected to result in a material Liability to the DPP Business; and (d) the Transferred DPP Companies and their Subsidiaries and the DPP Affiliates (in respect of the DPP Business) have delivered or otherwise made available for inspection to Newco true, complete and correct copies of any material reports, studies, analyses, tests or monitoring possessed by or reasonably available to Delta, the Transferred DPP Companies and their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) pertaining to Hazardous Substances in, on, beneath or adjacent to any of the Owned Real Property or Leased Real Property, or regarding their compliance with applicable Environmental Laws, except, in either case as pertains to Hazardous Substances or compliance matters, that would not reasonably be expected to result in a material Liability to the DPP Business.

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Section 4.14 Real Property.

(a) Section 4.14(a) of the Delta Disclosure Schedule sets forth a complete and accurate, in all material respects, list of all of the real property owned by the Transferred DPP Companies and their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) as of the date hereof or that will be owned by the Transferred DPP Companies after giving effect to the Pre-Closing Restructuring Transactions (the “Owned Real Property”). The Transferred DPP Companies and their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) have (or immediately prior to the Closing will have) good and valid title in fee simple to the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances.

(b) Section 4.14(b) of the Delta Disclosure Schedule sets forth a complete and accurate, in all material respects, list of all of the material real property leased, subleased, ground leased, subleased or licensed by the Transferred DPP Companies and their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) as of the date hereof. True, correct and complete copies of all material Leases in effect as of the date hereof relating to the Leased Real Property have heretofore been delivered by Delta to Newco. All such Leases are valid, binding and in full force and effect and are enforceable against the Transferred DPP Company, Subsidiary of a Transferred DPP Company or DPP Affiliate party thereto and, to the Knowledge of Delta, the other parties thereto in accordance with their terms, in each case, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles, except where such failure to be so valid, binding or enforceable would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business. As of the date hereof, none of the DPP Share Sellers or any of the Transferred DPP Companies or their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) has received written notice of any, and, to the Knowledge of Delta, there is no material default that is continuing under any material Lease relating to Leased Real Property.

(c) As of the date hereof, none of the DPP Share Sellers or any of the Transferred DPP Companies or their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) has received any written notice from any Governmental Authority that (i) the Real Property is in any violation of any Law or (ii) any special assessment or similar Tax will be imposed on any of the Real Property, in each case, that would reasonably be expected to have a Material Adverse Effect.

(d) As of the date hereof, none of the Transferred DPP Companies or their Subsidiaries or the DPP Affiliates (in respect of the DPP Business) has received any written notice that (i) any condemnation proceeding is pending or threatened with respect to any Real Property or (ii) any material zoning or building code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any Real Property in the ordinary course consistent with past practice.

Section 4.15 Intellectual Property.

(a) Set forth in Section 4.15(a) of the Delta Disclosure Schedule is a true and correct (in all material respects) list, as of the date of this Agreement, of all material (i) issued Patents and pending Patent applications (each identified by patent family number and

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jurisdiction where a filing has been made); (ii) Trademark registrations and Trademark registration applications; (iii) Internet domain names; and (iv) Copyright registrations and Copyright registration applications, in each case, included in the DPP Assets. As of the date hereof, all material issued or registered Intellectual Property set forth in Section 4.15(a) of the Delta Disclosure Schedule is in effect, subsisting and unabandoned, and, to the Knowledge of Delta, valid, and all maintenance and prosecution fees relating thereto that are due as of the date of this Agreement have been paid. Except as set forth in Section 4.15(a) of the Delta Disclosure Schedule, all material Intellectual Property set forth in Section 4.15(a) of the Delta Disclosure Schedule is owned by Delta or one of its Subsidiaries free and clear of any and all Encumbrances other than Permitted Encumbrances and, to the Knowledge of Delta, no ownership rights in such material Intellectual Property are vested in any individual who is or has been an employee of Delta or any of its Affiliates or Subsidiaries. There is no litigation, cancellation or objection proceeding or claim pending, asserted or, to the Knowledge of Delta, threatened in writing as of the date of this Agreement concerning the ownership, validity, registrability or enforceability, of any Intellectual Property set forth in Section 4.15(a) of the Delta Disclosure Schedule or any material Intellectual Property owned by Delta, a Transferred DPP Company or any of their Subsidiaries and included in the DPP Assets (other than any Intellectual Property office proceedings, actions and the like) except as would not, individually or in the aggregate, reasonably be expected to be material to the DPP Business.

(b) To the Knowledge of Delta, the conduct of the DPP Business does not infringe, misappropriate or otherwise violate in any material respect any Person’s valid Intellectual Property rights. Except as set forth in Section 4.15(a) of the Delta Disclosure Schedule, as of the date hereof, there is no claim pending or threatened in writing against Delta or its Subsidiaries or any Transferred DPP Companies or any of their Subsidiaries asserting that the DPP Business has infringed, misappropriated or otherwise violated the Intellectual Property rights of another Person in any material respect.

(c) Except as set forth in Section 4.15(c) of the Delta Disclosure Schedule, (i) to the Knowledge of Delta, no Person is materially infringing or otherwise violating any Intellectual Property included in the DPP Assets, and (ii) no material Intellectual Property related claims regarding any Intellectual Property included in the DPP Assets brought on behalf of Delta or an Affiliate or Subsidiary thereof are pending or threatened in writing as of the date hereof against any Person by Delta, any Transferred DPP Company or any of their respective Subsidiaries.

Section 4.16 Customers and Suppliers.

(a) Section 4.16(a) of the Delta Disclosure Schedule lists, for the Transferred DPP Companies, in the aggregate, the ten (10) largest customers and suppliers in terms of sales and purchases (calculated using the IFRS methods of revenue recognition, including the percentage-of-completion method of revenue recognition for certain products sold to or purchased from certain customers and suppliers) during the period from December 31, 2011 to December 31, 2012 and states the approximate total aggregate sales and purchases (calculated using the IFRS methods of revenue recognition, including the percentage-of-completion method of revenue recognition for certain products sold to or purchased from certain customers and suppliers) by the Transferred DPP Companies to or from each such customer or supplier during such period.

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(b) As of the date hereof, none of the Transferred DPP Companies has received written notice from any customer or supplier set forth on Section 4.16(a) of the Delta Disclosure Schedule that it is terminating its relationship with any of the Transferred DPP Companies. To Delta’s Knowledge, as of the date hereof, no customer or supplier of any Transferred DPP Company set forth on Section 4.16(a) of the Delta Disclosure Schedule (i) intends to terminate its relationship with any Transferred DPP Company or (ii) has indicated in writing that it intends to materially reduce the level of business conducted with any Transferred DPP Company, other than (x) ordinary course volume fluctuations as part of the normal product life cycle management and (y) reductions as a result of the expiration or termination of contracts in accordance with their terms.

Section 4.17 Product Liability and Warranty Breach. To Delta’s Knowledge, no Transferred DPP Company has committed any act, and there has been no omission by a Transferred DPP Company, in violation of any applicable Laws or breach of any contractual obligations, including any express warranties, which would reasonably be expected to result in product liability or liability for breach of warranty (whether covered by insurance or not) on the part of the Transferred DPP Companies with respect to any Products and Services delivered or rendered prior to the date of this Agreement and which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 4.18 Title to DPP Assets; Sufficiency of DPP Assets.

(a) The Transferred DPP Companies (and their Subsidiaries) and the DPP Affiliates (in respect of the DPP Business), in the aggregate, own, lease, license or have the legal right to use, and the Transferred DPP Companies (and their Subsidiaries) will at or immediately prior to the Closing own, lease, license or have the legal right to use, all material tangible DPP Assets, free and clear of all Encumbrances, other than Permitted Encumbrances; provided, that the foregoing shall not apply to Real Property, which is covered in Section 4.14.

(b) The DPP Assets that will be held, leased or licensed by the Transferred DPP Companies and their Subsidiaries as of the Closing, together with all Assets the benefit of which is to be provided to Newco or one of its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries) pursuant to this Agreement, the Related Agreements or any agreements entered into after the date hereof in accordance with Section 7.16(c) or, in the absence thereof, the service level agreements set forth on Section 7.5 of the Delta Disclosure Schedule (collectively, the “Service Level Agreements”) that continue in effect after the Closing in accordance with Section 7.16(c), and the corporate services provided by Delta or its Subsidiaries to the DPP Business set forth in Section 4.18(b) of the Delta Disclosure Schedule, will constitute, as of Closing, all material Assets (other than (i) Non-Transferable Permits, (ii) the services of Governmental Authorities or third party utility providers (and Assets of Governmental Authorities or third party utility providers related to the provision of such services) provided to the DPP Business of a type generally provided by Governmental Authorities or third party utility providers to similarly situated Persons, and (iii) Excluded Shared Contracts) which are required for Newco and its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries) to operate in all material respects the DPP Business in the manner in which it is operated on the date hereof.

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Section 4.19 Brokers and Finders. Except for those entities set forth in Section 4.19 of the Delta Disclosure Schedule, the fees of which will be paid by Delta (subject to Section 11.12), in connection with the transactions contemplated by this Agreement, no Person is entitled to any brokerage, investment banker, finders’ or similar fee or commission based upon arrangements made by or on behalf of Delta, any DPP Share Seller or the Transferred DPP Companies or their Subsidiaries and for which any Person other than Delta or a Retained Subsidiary would be liable or which is otherwise included as an Assumed Liability.

Section 4.20 Contracts.

(a) Section 4.20 of the Delta Disclosure Schedule contains a true and complete list, as of the date hereof, of all Contracts (other than Transferred Business Plans and other than any Material Contracts that are Excluded Assets) (i) to which any of the Transferred DPP Companies, any of their Subsidiaries or any DPP Affiliate (in respect of the DPP Business) is a party, (ii) by which any of the Transferred DPP Companies, any of their Subsidiaries or any DPP Affiliate (in respect of the DPP Business) is bound, or (iii) pursuant to which the DPP Assets are bound, and that fall within any of the following categories (the “Material Contracts”); provided that, except with respect to clause (e) below, the following categories shall exclude any Contracts that are IT Assets:

(i) each material Contract with a Key Customer (other than (i) any such Contract which is terminable by a Transferred DPP Company or its Subsidiary, as applicable, without material liability, penalty or premium and (ii) purchase orders, sales orders, work orders, rebate agreements or invoices under such Contracts entered into in the ordinary course of business);

(ii) each material Contract with a Key Supplier (other than (i) any such Contract which is terminable by a Transferred DPP Company or its Subsidiary, as applicable, without material liability, penalty or premium and (ii) purchase orders, sales orders, work orders, rebate agreements or invoices under such Contracts entered into in the ordinary course of business);

(iii) each material joint venture, partnership, shareholders or other similar agreement relating to the governance or rights of partners or involving an equity investment by any DPP Share Seller (in respect of any portion of the DPP Business) or involving any Transferred DPP Company or any of their Subsidiaries;

(iv) each Contract (other than Contracts to provide contract manufacturing and development services to customers) which limits the ability of a Transferred DPP Company or any of its Subsidiaries or a DPP Affiliate (in respect of the DPP Business) to compete in any material respect in any business, with any Person or in any geographic area or in any line of business;

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(v) each Contract that is (i) a material DPP IT Asset or (ii) an IT Asset set forth on Section 7.15(c)(ii) of the Delta Disclosure Schedule, in each case, other than (A) Contracts under which the amount spent in respect of the DPP Business during the twelve (12) month period ended December 31, 2012 did not exceed $1,000,000 and (B) Contracts concerning commercially available off the shelf software or hardware;

(vi) each material Transferred IP Contract, other than non-disclosure agreements, employee invention assignments, customer end user agreements, and similar agreements entered into in the ordinary course of business;

(vii) each Contract material to the DPP Business containing a minimum purchase requirement under which the Transferred DPP Companies or their respective Subsidiaries purchased during the twelve (12)-month period immediately preceding December 31, 2012 a minimum of $1,000,000 of goods or services on an annual basis;

(viii) each Contract material to the DPP Business containing a minimum supply commitment for the Transferred DPP Companies or their respective Subsidiaries to sell during the twelve (12)-month period immediately following, or pursuant to which the Transferred DPP Companies or their respective Subsidiaries have sold during the twelve (12) month period immediately preceding, December 31, 2012 a minimum of $1,000,000 of goods or services on an annual basis;

(ix) each Contract (other than purchase orders, sales orders, work orders, rebate agreements or invoices under such Contracts entered into the ordinary course of business) containing any future capital expenditure obligations of the Transferred DPP Companies, their respective Subsidiaries or the DPP Affiliates (in respect of the DPP Business) in respect of any single project in excess of $1,000,000;

(x) (i) each Contract entered into after December 31, 2012, or not yet consummated, relating to the acquisition or disposition of any business, Assets or capital stock or other equity interests of any Person (whether by merger, sale of stock, sale of Assets or otherwise) for aggregate consideration under such Contract in excess of $1,000,000 individually, other than purchases or sales of raw materials, inventory or similar Assets in the ordinary course of business, and (ii) each Contract relating to the acquisition or disposition of any business, Assets or capital stock or other equity interests of any Person (whether by merger, sale of stock, sale of Assets or otherwise) under which the Transferred DPP Companies or their respective Subsidiaries will have an obligation after Closing with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation or indemnification obligations (but excluding indemnification obligations with respect to any Retained Liabilities);

(xi) any lease or sublease related to (i) any Leased Real Property at which any Transferred DPP Company or any of its Subsidiaries or a DPP Affiliate (in respect of the DPP Business) currently conducts manufacturing or assembling activities or (ii) any other Leased Real Property providing for annual rents in excess of $1,000,000; and

(xii) any Contract relating to or evidencing Indebtedness in excess of $1,000,000 individually.

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(b) A correct and complete copy of each Material Contract has been made available to Newco prior to the date hereof. Each Material Contract is valid, binding and enforceable in all material respects against the Transferred DPP Company, Subsidiary of a Transferred DPP Company or DPP Affiliate party thereto and, to the Knowledge of Delta, the other parties thereto in accordance with its terms, in each case, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles, and, to the Knowledge of Delta, is in full force and effect. Except as set forth on Section 4.20(b) of the Delta Disclosure Schedule, neither the Transferred DPP Companies, their Subsidiaries or DPP Affiliates (in respect of the DPP Business) nor, to the Knowledge of Delta, any other party thereto, is in material default under or in material breach of any Material Contract (other than agreements between or among any of the Transferred DPP Companies and their Subsidiaries), and, to the Knowledge of Delta, no event has occurred that with or without notice or lapse of time or both would constitute such a material breach or material default thereunder. As of the date hereof, neither Delta nor its Subsidiaries have received written notice of termination, cancellation or non-renewal with respect to any Material Contract.

Section 4.21 Absence of Certain Business Practices. During the past three (3) years, (i) neither Delta, any of its Subsidiaries, any Transferred DPP Company nor any of their Subsidiaries has, in connection with or relating to the DPP Business, violated in any material respect any Law relating to anti-bribery or anticorruption or that otherwise prohibits the corrupt payment to any government or public officials, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, the Commonwealth of Australia Criminal Code Act 1995, Crimes Act 1914, Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and Financial Transaction Reports Act 1988 and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions (all such Laws, “Anticorruption Laws”), (ii) to the Knowledge of Delta, no Representative, consultant or other Person acting for or on behalf of Delta, any of its Subsidiaries, any Transferred DPP Company or any of their Subsidiaries has, in connection with or relating to the DPP Business, violated in any material respect any Anticorruption Law, and (iii) neither Delta, any of its Subsidiaries, any Transferred DPP Company nor any of their Subsidiaries has, in connection with or relating to the DPP Business, and prior to the date hereof, received any written notice alleging any such material violation or conducted any internal investigation with respect to any actual, potential or alleged material violation of any Anticorruption Law.

Section 4.22 Employee Matters; Labor.

(a) Except as set forth on Section 4.22(a) of the Delta Disclosure Schedule, no Transferred DPP Company or any Subsidiary thereof is party to any collective bargaining, works council or similar material agreement with an employee representative body

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concerning wages, hours, working conditions, or the representation of employees (and Delta has made available to Newco true and complete copies of any such agreement), no Business Employee is subject to or covered by any such agreement, and neither any Transferred DPP Company nor any Subsidiary thereof has recognized any trade union or other employee representative body with respect to the Business Employees. Subject to Section 1.4, the Transferred DPP Companies and each of their respective Subsidiaries are in material compliance with any requirement to inform or consult with any trade union, works council or employee representative body with respect to the transactions contemplated by this Agreement on or prior to the date hereof.

(b) Except as set forth on Section 4.22(b) of the Delta Disclosure Schedule, since December 31, 2011 through the date hereof, there have been no material strikes, lockouts, grievances or other labor disputes (excluding claims for workers’ compensation for work-related injury or illness and any other claims with respect to any Business Employees in the ordinary course), and to the Knowledge of Delta, none are threatened. To the Knowledge of Delta, as of the date hereof, there are no labor union organizing activities with respect to any Business Employees.

(c) Except as set forth on Section 4.22(c) of the Delta Disclosure Schedule, each Transferred DPP Company and its Subsidiaries (i) are, to the extent required by applicable Law, registered as an employer under Laws relating to compensation for work related injuries or illness (“Worker’s Compensation Laws”) and have paid all material levies due and payable under Worker’s Compensation Laws in respect of each Business Employee; (ii) to the Knowledge of Delta, no claims have been made by any Transferred DPP Company or its Subsidiaries under Worker’s Compensation Laws, except for claims that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(d) Except in relation to the Business Employees who were transferred to a Transferred DPP Company in connection with the transactions contemplated by this Agreement, none of the Transferred DPP Companies nor any Subsidiary thereof has, in the three years prior to the date hereof, been party to any relevant transfer as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006 or 1981 or similar local Law (a “Relevant Transfer”). No Business Employee has transferred to any Transferred DPP Company or Subsidiary thereof under a Relevant Transfer who at any time before the Relevant Transfer (i) was a member of a defined benefit occupation pension plan; or (ii) was a member of a plan providing an interest in or option over stock where that plan has not been materially replicated.

(e) As of the Closing Date, no individuals will be employed by a Transferred DPP Company or a Subsidiary who are not Business Employees.

Section 4.23 No Additional Representations. Each of Newco and JLL Holdco acknowledge and agree that neither Delta nor any of its Subsidiaries, nor any other Person, has made or is making any representation or warranty, express or implied, oral or written, as to the accuracy or completeness of any information regarding Delta, the DPP Share Sellers, the Transferred DPP Companies or any of their respective Affiliates or Subsidiaries, the DPP Shares, the DPP Assets or the DPP Business, or with respect to any other information provided, or made available, to Newco or JLL Holdco or any of their respective Affiliates or Representatives in

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connection with the transactions contemplated hereby, except as specifically included in this Agreement, the Delta Disclosure Schedule or any Related Agreement. In particular, without limiting the foregoing, except for the representations and warranties made by Delta in this Article, neither Delta nor any other Person makes or has made any representation or warranty to Newco, JLL Holdco or any of their respective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or other prospective information relating to Delta, the DPP Share Sellers, the Transferred DPP Companies, or any of their respective Affiliates or Subsidiaries, the DPP Shares, the DPP Assets or the DPP Business, or (b) any oral or written information furnished or made available to Newco, JLL Holdco or any of their respective Affiliates or Representatives in the course of its due diligence investigation of Delta, the DPP Share Sellers, the Transferred DPP Companies or any of their respective Affiliates or Subsidiaries, the DPP Shares, the DPP Assets or the DPP Business, the negotiation of this Agreement or the Related Agreements or the consummation of the transactions contemplated hereby and thereby, including the accuracy or completeness thereof, and neither Delta nor any other Person will have liability to Newco, JLL Holdco or any of their respective Affiliates or Representatives in respect of such information, including any subsequent use of such information.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF JLL HOLDCO

JLL Holdco represents and warrants to each of Delta and Newco that:

Section 5.1 Organization and Standing. JLL Holdco is a limited partnership duly formed, validly existing and in good standing under the Laws of the Cayman Islands with requisite power and authority to own, lease, use and operate its properties and to conduct its business as now being conducted. JLL Holdco is duly qualified or licensed to do business and is in good standing in any other jurisdiction in which the nature of the business conducted by it or the property it owns, leases or operates requires it to so qualify, be licensed or be in good standing.

Section 5.2 Authority Relative to this Agreement, Etc. JLL Holdco has all requisite authority and power to execute and deliver this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements to which JLL Holdco is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by JLL Holdco. No other proceedings on the part of JLL Holdco (and no action on part of any equity holders of JLL Holdco) or any Subsidiary thereof are necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to which JLL Holdco is a party have been (or in the case of certain of the Related Agreements, will be) duly and validly executed and delivered by JLL Holdco and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto, each of this Agreement and such other agreements constitutes (or in the case of certain of the Related Agreements will constitute) a legal, valid and binding agreement of JLL Holdco, enforceable against JLL Holdco in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles.

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Section 5.3 Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement or the Related Agreements to which JLL Holdco is a party or the consummation of the transactions contemplated hereby and thereby by JLL Holdco will (a) violate any provision of the certificate of limited partnership or limited partnership agreement (or other comparable governing documents) of JLL Holdco, (b) require any Governmental Filings with any Governmental Authority, except for (i) filings with the FTC and the DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls and (iii) such consents, waivers, approvals, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a JLL Holdco Material Adverse Effect, (c) conflict with, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration or any obligation to repay or a loss of any benefit to which JLL Holdco is entitled under, any of the terms, conditions or provisions of any material Contract to which JLL Holdco is a party or by which JLL Holdco or any of its properties or Assets may be bound, except such violations, breaches, defaults, terminations, cancellations and accelerations which would not, individually or in the aggregate, reasonably be expected to have a JLL Holdco Material Adverse Effect or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to JLL Holdco or by which any of its properties or Assets may be bound, except such violations which would not, individually or in the aggregate, reasonably be expected to have a JLL Holdco Material Adverse Effect.

Section 5.4 Brokers and Finders. No Person is entitled to any brokerage, investment banker, finders’ or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of JLL Holdco or its Affiliates and for which any Person other than JLL Holdco or its Affiliates would be liable.

Section 5.5 Litigation. As of the date of this Agreement, there is no Action pending, or, to the knowledge of JLL Holdco, threatened, against JLL Holdco or any of its Affiliates, other than Actions which would not, individually or in the aggregate, reasonably be expected to have a JLL Holdco Material Adverse Effect. Neither JLL Holdco nor any of its Affiliates is subject to any outstanding injunction, writ, judgment, order or decree of any Governmental Authority or arbitration tribunal that would, individually or in the aggregate, reasonably be expected to have a JLL Holdco Material Adverse Effect.

Section 5.6 Financing. JLL Holdco has delivered to Newco and Delta a complete and accurate copy of an executed commitment letter (the “Equity Commitment Letter”) from JLL Holdco and certain of its Affiliates to provide, subject to the terms and conditions therein, equity financing (the “Equity Financing”) to Newco in an aggregate amount sufficient to fund the cash portion of the JLL Contribution. The Equity Commitment Letter is valid, binding, enforceable and in full force and effect. As of the date hereof, the Equity Commitment Letter has not been amended or modified, and the respective commitments contained in such letter have not been withdrawn, terminated or rescinded in any respect. The Equity Commitment Letter is not subject to any conditions precedent to the obligations of the parties thereunder to make the full amount of the Equity Financing available to Newco other than as expressly set forth therein.

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Section 5.7 Availability of Funds. Upon consummation of the financing transactions contemplated by the Equity Commitment Letter described in Section 5.6, JLL Holdco will have immediately available funds in a quantity sufficient to pay the cash portion of the JLL Contribution.

Section 5.8 Investigation by JLL Holdco. JLL Holdco has conducted its own independent evaluation of Delta, the DPP Share Sellers, the DPP Shares, the Transferred DPP Companies, the DPP Assets and the DPP Business (including the financial condition, Liabilities, results of operations and projected operations of the DPP Business) and has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement (including the assumption of the Assumed Liabilities by Newco) and the Related Agreements. JLL Holdco confirms that Delta has made available to JLL Holdco (i) the opportunity to ask questions of the Representatives of Delta and its Subsidiaries and to acquire additional information about the business and financial condition of Delta, the DPP Share Sellers, the DPP Shares, the Transferred DPP Companies, the DPP Business and the DPP Assets, and (ii) in the electronic data room maintained in connection with the transactions contemplated by this Agreement, information and documents, including written responses to questions submitted by, or on behalf of, JLL Holdco, relating to Delta, the DPP Share Sellers, the DPP Shares, the Transferred DPP Companies, the DPP Business and the DPP Assets.

Section 5.9 JLL Legacy Entities. JLL Associates V (Patheon), L.P., a Cayman exempted limited partnership, JLL Partners Fund V (Patheon), L.P., a Cayman limited partnership, and their respective direct and indirect Subsidiaries were established solely for the purpose of acquiring, owning and disposing of, directly or indirectly, capital stock of Pi and to receive distributions, interests and other types of passive income in connection therewith, and prior to the Effective Time, such Persons will not have engaged in any other business activities and will not have any Liabilities or obligations (including any Liabilities or obligations for any Taxes) either immediately before or immediately after the Closing.

Section 5.10 No Additional Representations.

(a) Each of Delta and Newco acknowledge and agree that neither JLL Holdco nor any other Person, has made or is making any representation or warranty, express or implied, oral or written, as to the accuracy or completeness of any information regarding JLL Holdco or any of its Affiliates except as specifically included in this Agreement.

(b) Notwithstanding anything contained in this Agreement, it is the explicit intent of the parties hereto that none of Delta, the DPP Share Sellers or any other DPP Affiliate is making any representation or warranty whatsoever, express or implied, beyond those expressly given in Article IV, including any implied warranty or representation as to the value, condition, non-infringement, merchantability, suitability or fitness for a particular purpose as to any of the DPP Business, the DPP Shares or the DPP Assets. In furtherance of the foregoing, JLL Holdco acknowledges that it is not relying on any representation or warranty of Delta, the DPP Share Sellers or any other DPP Affiliate, other than those set forth in Article IV.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF NEWCO

Newco represents and warrants to each of Delta and JLL Holdco that:

Section 6.1 Organization and Standing. Newco is a limited partnership duly formed, validly existing and in good standing under the Laws of the Cayman Islands with requisite power and authority to own, lease, use and operate its properties and to conduct its business as now being conducted. Newco is duly qualified or licensed to do business and is in good standing in any other jurisdiction in which the nature of the business conducted by it or the property it owns, leases or operates requires it to so qualify, be licensed or be in good standing.

Section 6.2 Authority Relative to this Agreement, Etc. Newco has all requisite authority and power to execute and deliver this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements to which Newco is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Newco. No other proceedings on the part of Newco (and no action on part of any equity holders of Newco) or any Subsidiary thereof are necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to which Newco is a party have been (or in the case of certain of the Related Agreements, will be) duly and validly executed and delivered by Newco and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto, each of this Agreement and the Related Agreements constitutes (or in the case of certain of the Related Agreements will constitute) a legal, valid and binding agreement of Newco, enforceable against Newco in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles.

Section 6.3 Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement or the Related Agreements to which Newco is a party or the consummation of the transactions contemplated hereby and thereby by Newco will (a) violate any provision of the certificate of limited partnership or limited partnership agreement (or other comparable governing documents) of Newco, (b) require any Governmental Filings with any Governmental Authority, except for (i) filings with the FTC and the DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls and (iii) such consents, waivers, approvals, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Newco Material Adverse Effect, (c) conflict with, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of

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termination, cancellation or acceleration or any obligation to repay or a loss of any benefit to which Newco is entitled under, any of the terms, conditions or provisions of any material Contract to which Newco is a party or by which Newco or any of its properties or Assets may be bound, except such violations, breaches, defaults, terminations, cancellations and accelerations which would not, individually or in the aggregate, reasonably be expected to have a Newco Material Adverse Effect or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Newco or by which any of its properties or Assets may be bound, except such violations which would not, individually or in the aggregate, reasonably be expected to have a Newco Material Adverse Effect.

Section 6.4 Brokers and Finders. None of Newco or any of its officers, directors or employees has employed any investment banker, broker or finder or incurred any Liability for any investment banking fees, brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement for which Delta or any Retained Subsidiary or, in the event the Closing does not occur, any Transferred DPP Company or its Subsidiaries, has or could have any Liability.

Section 6.5 No Prior Business. Newco has been formed solely for the purpose of engaging in the transactions expressly contemplated by this Agreement, the Related Agreements and the Arrangement Agreement and, prior to the Effective Time, Newco will not have engaged in any other business activities and will not have any Assets and will not have incurred any Liabilities or obligations other than as expressly contemplated by this Agreement, the Related Agreements, the Service Level Agreements and the Arrangement Agreement.

Section 6.6 Investigation by Newco. Newco has conducted its own independent evaluation of Delta, the DPP Share Sellers, the DPP Shares, the Transferred DPP Companies, the DPP Assets and the DPP Business (including the financial condition, Liabilities, results of operations and projected operations of the DPP Business) and has such knowledge and expertise in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement (including the assumption of the Assumed Liabilities) and the Related Agreements. Newco confirms that (a) it can bear the economic risk of its investment in the DPP Shares, the Transferred DPP Companies, the DPP Assets and the DPP Business pursuant to this Agreement and the Related Agreements and can afford to lose its entire investment in the DPP Shares, the Transferred DPP Companies, the DPP Assets and the DPP Business and (b) Delta has made available to Newco (i) the opportunity to ask questions of the Representatives of Delta and its Subsidiaries and to acquire additional information about the business and financial condition of Delta, the DPP Share Sellers, the DPP Shares, the Transferred DPP Companies, the DPP Business and the DPP Assets, and (ii) in the electronic data room maintained in connection with the transactions contemplated by this Agreement, information and documents, including written responses to questions submitted by, or on behalf of, Newco, relating to Delta, the DPP Share Sellers, the DPP Shares, the Transferred DPP Companies, the DPP Business and the DPP Assets.

Section 6.7 Solvency. Immediately after giving effect to the transactions contemplated by this Agreement and the Related Agreements (including the Debt Financing), Newco and its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries) will be Solvent on a consolidated basis.

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Section 6.8 No Additional Representations. Each of Delta and JLL Holdco acknowledge and agree that neither Newco nor any other Person, has made or is making any representation or warranty, express or implied, oral or written, as to the accuracy or completeness of any information regarding Newco except as specifically included in this Agreement or any Related Agreement.

Section 6.9 Capitalization; Valid Issuance.

(a) As of the date of this Agreement, the issued and outstanding partnership interests of Newco consists of one (1) Newco Interest held by an Affiliate of JLL Holdco, one (1) Newco Interest held by Delta and one (1) General Partnership Unit issued to the GP. Upon issuance of the Newco Interests contemplated by this Agreement, the total outstanding Newco Interests will be owned 49% by Delta and 51% by JLL Holdco.

(b) The Newco Interests issued pursuant to this Agreement will be duly authorized in accordance with the Newco Partnership Agreement and, when issued and delivered to Delta and JLL Holdco, as applicable, against payment therefor in accordance with this Agreement, will be validly issued and free of any Encumbrances, except for restrictions on transfer provided for in the Newco Partnership Agreement or the Shareholders’ Agreement and will be issued in compliance with all applicable Laws.

(c) The Newco Interests issued pursuant to this Agreement shall have those rights, preferences, privileges and restrictions governing the Class A limited partner interests as are set forth in the Newco Partnership Agreement.

ARTICLE VII

COVENANTS

Section 7.1 Conduct of Business. During the period from the date of this Agreement to the earlier of the Closing Date or the date this Agreement is terminated in accordance with its terms, except (i) as set forth in Section 7.1 of the Delta Disclosure Schedule, (ii) as expressly contemplated by this Agreement or any Related Agreement or Service Level Agreement, (iii) as required by Law or (iv) as Newco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), Delta agrees that it will, and will cause each of the Transferred DPP Companies and their Subsidiaries and the DPP Affiliates (in respect of the DPP Business) to, (x) conduct the DPP Business in all material respects in the ordinary course consistent with past practice, and (y) use commercially reasonable efforts to (1) preserve intact the DPP Business and the organizations, goodwill and business relationships of the DPP Business in all material respects and (2) keep available the services of the senior managers and key employees of the DPP Business. During the period from the date of this Agreement to earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms, except (A) as set forth in Section 7.1 of the Delta Disclosure Schedule, (B) as Newco shall otherwise consent in writing (such consent not to be unreasonably withheld,

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conditioned or delayed), (C) as expressly contemplated by this Agreement (including the Debt Financing) or any Related Agreement, (D) as otherwise provided in the last paragraph of this Section 7.1 and (E) as required by Law or the terms of any existing Contract, Delta covenants and agrees not to take, solely with respect to the DPP Business, the DPP Assets, the Transferred DPP Companies and their Subsidiaries, and to cause the Transferred DPP Companies and their respective Subsidiaries not to, and to cause the DPP Affiliates solely with respect to the DPP Business, not to, take any of the following actions:

(a) amend the charter, by-laws or similar organizational documents of any of the Transferred DPP Companies or their respective Subsidiaries;

(b) with respect to any of the Transferred DPP Companies or their respective Subsidiaries, issue or agree to issue any additional shares of capital stock (other than shares to be transferred to Newco at the Closing), or issue or agree to issue any other equity interests or securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, shares of capital stock or other equity interests (including, phantom stock, stock appreciation rights or other similar rights), of any of the Transferred DPP Companies or any of their respective Subsidiaries, or sell, transfer or otherwise dispose of or encumber any shares of capital stock or other equity interests of any of the Transferred DPP Companies or their respective Subsidiaries, except, in each case, for (x) any issuance, sale, transfer or disposition to a Wholly Owned Subsidiary of Delta that is or becomes a DPP Share Seller or (y) any issuance, sale, transfer or disposition to a Wholly Owned Subsidiary of Delta that is a Transferred DPP Company or a Subsidiary thereof or a nominee holding equity interests for the benefit of a Transferred DPP Company or a Subsidiary thereof, in each case, to the extent applicable Law may require multiple shareholders for any such Transferred DPP Company or Subsidiary; provided that (A) the aggregate fair market value of capital stock, other equity interests, securities, options, warrants or subscription rights described in clause (y) with respect to any particular Transferred DPP Company or Subsidiary shall not exceed one percent (1%) of the fair market value of all equity interests of such Transferred DPP Company or Subsidiary, determined as of the Effective Time and (B) in the case of clause (y), the share capital or equity interests so issued will be transferred at Closing as and to the extent directed by Newco;

(c) with respect to any of the Transferred DPP Companies or their respective Subsidiaries, (i) declare, set aside, or pay any dividend or other distribution payable in stock or property (other than Excluded Assets) with respect to its capital stock except for (x) any dividend or distribution of the capital stock of any of the Transferred DPP Companies or their respective Subsidiaries to a Wholly Owned Subsidiary of Delta as contemplated by Section 7.16 and (y) any dividend, distribution or other payment pursuant to a Tax Sharing Agreement or otherwise to pay Taxes attributable to any of the Transferred DPP Companies, their Subsidiaries, the DPP Assets or the DPP Business or (ii) declare, set aside, or pay any dividend or other distribution payable in cash except to the extent paid in full prior to the Effective Time;

(d) with respect to any of the Transferred DPP Companies or their respective Subsidiaries, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under local Law;

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(e) permit any of the Transferred DPP Companies or their Subsidiaries or any DPP Affiliate (in respect of the DPP Business) to have any competing issuances, incurrences, offerings or placements of bank credit financing or debt securities (other than the debt facilities contemplated by the Debt Commitment Letter, the senior notes contemplated by the Debt Commitment Letter or any “demand” securities issued pursuant to the Fee Letter, the Holdings PIK Note (as defined in the Debt Commitment Letter) or Indebtedness permitted by clause (g) of Exhibit A to the Debt Commitment Letter, including for the avoidance of doubt any incurrence of Indebtedness under the Existing Credit Agreement (as defined in the Debt Commitment Letter) by or on behalf of Delta, the DPP Business or any DPP Affiliate (in respect of the DPP Business) or any of its or their Subsidiaries being announced, offered, placed or arranged that could reasonably be expected to materially impair the Syndication (as defined in the Debt Commitment Letter);

(f) except for sales of inventory or obsolete Assets in the ordinary course of the business consistent with past practice, sell or otherwise dispose of, or incur, create or assume any Encumbrance (other than Permitted Encumbrances) with respect to, any material Assets of the DPP Business;

(g) except in the ordinary course of the business consistent with past practice, acquire or otherwise purchase any Assets, product lines or businesses, other than pursuant to transactions where the amount of consideration paid or transferred in connection with such transactions would not exceed $2,000,000 individually or $5,000,000 in the aggregate;

(h) change any financial accounting method used by it relating to the DPP Business, unless required by IFRS, Law or recommended by independent auditors;

(i) enter into, modify or adopt any Employee Benefit Plan (or any plan, agreement or arrangement that would be an Employee Benefit Plan if in effect on the date hereof) or any collective bargaining agreement or other Contract with a labor union or other labor organization, or grant any bonuses, salary increases, severance or termination pay to, or otherwise increase the compensation or benefits of, any Business Employee other than, (A) as may be required by a binding Contract, an Employee Benefit Plan or applicable Laws or (B) changes in compensation or benefits in the ordinary course consistent with past practice for Business Employees (other than officers or directors of the Transferred DPP Companies); provided, that certain Business Employees are entitled to receive a project bonus as set forth on Section 4.12(a) of the Delta Disclosure Schedule; and provided, further, that clauses (A) and (B) shall not apply with respect to matters covered by the last sentence of Section 7.21(d);

(j) transfer or make provision for the transfer of any employee who is not a Business Employee to a Transferred DPP Company or Subsidiary thereof or transfer or make provision for the transfer of any Business Employee who is employed by a Transferred DPP Company or Subsidiary thereof to Delta or any Retained Subsidiary, other than, in each case, as may be required by a binding Contract or applicable Laws;

(k) make any contribution of Assets or purchase of additional funding through insurance or otherwise or commit to make any contribution of Assets or purchase of additional funding through insurance or otherwise to or in respect of any Foreign Pension Plan, other than, in each case, as may be required by a binding Contract, such Foreign Pension Plan or applicable Laws;

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(l) commit or authorize any commitment to make any capital expenditures in excess of $1,300,000 individually or $19,000,000 in the aggregate except (i) as approved by Delta pursuant to the “capital expense request” (CER) process prior to the date hereof, as set forth on Section 7.1(l) of the Delta Disclosure Schedule, (ii) for capital expenditures less than $3,000,000, required in Delta’s reasonable judgment in order to respond to health and safety or regulatory risks or to maintain the license to operate of any facility owned by a Transferred DPP Company, and (iii) for capital expenditures for customer funded projects;

(m) make any loans, advances or capital contributions to or investments in any Person (other than another Transferred DPP Company or any of its Wholly Owned Subsidiaries) in excess of $2,000,000 in the aggregate, other than loans or advances to any employee of the Transferred DPP Companies and their Subsidiaries made in the ordinary course of business and consistent with past practice;

(n) make, change or revoke any material Tax election (other than any such Tax election made, changed or revoked in connection with a fiscal unity, affiliated, consolidated or combined Tax Return that includes Delta or a Retained Subsidiary), change any annual accounting period, adopt or change any material method of accounting for Tax purposes, enter into any written material agreement with a Governmental Authority with respect to Taxes or settle any claim or assessment for material Taxes, in each case, in a manner that would reasonably be expected to adversely affect Newco or its Affiliates (including any of the Transferred DPP Companies and their Subsidiaries) following the Closing;

(o) (i) modify or amend in any material respect, terminate (other than in accordance with its terms), cancel or extend any Material Contract or expressly waive any material benefits under any Material Contract or (ii) enter into any Contract that if in effect on the date hereof would be a Material Contract; provided, however, that the Transferred DPP Companies and their respective Subsidiaries and DPP Affiliates (with respect to the DPP Business) shall be permitted to take the actions restricted in clauses (i) and (ii) above if such actions are taken in the ordinary course of business consistent with past practice;

(p) settle or compromise any Action, or enter into any consent decree or settlement agreement with any Governmental Authority, against or affecting any of the Transferred DPP Companies or their respective Subsidiaries or DPP Affiliates (with respect to the DPP Business) other than settlements or compromises of any Action that is a Retained Liability or in the ordinary course of business consistent with past practice and where the amount paid in settlement or compromise does not exceed $1,000,000 individually or $3,000,000 in the aggregate and where such settlements do not impose future material restrictions or requirements on the DPP Business or the Transferred DPP Companies and their respective Subsidiaries or any of their respective Assets or properties;

(q) enter into any Contract for the purchase or lease (as lessee) of real property or exercise any option to extend any leases related to the material Leased Real Property; or

(r) agree to take any of the foregoing actions.

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Notwithstanding any provision herein to the contrary, prior to the Effective Time, without the consent of Newco, each of Delta, the other DPP Share Sellers, the DPP Affiliates and the Transferred DPP Companies and their Subsidiaries will, in compliance with applicable Law, be permitted to (i) declare and pay dividends and distributions of, or otherwise transfer or advance to Delta or any Subsidiary thereof (other than by intercompany loan or advance or other transactions that result in the creation of an intercompany receivable, except to the extent such intercompany loan or advance is made as part of or permitted by the Pre-Closing Restructuring Transactions as described on Section 7.16 of the Delta Disclosure Schedule (as it may be amended pursuant to this Agreement prior to the Effective Time)), to the extent paid in full prior to the Effective Time, (x) any Excluded Assets (including in connection with any “cash sweep” or cash management practices), (y) any other Assets which are not contemplated to be owned or held by Newco or a Transferred DPP Company or a Subsidiary of a Transferred DPP Company pursuant to this Agreement or the Related Agreements and (z) any Delta Books and Records, (ii) execute, deliver and perform obligations under the Related Agreements; and (iii) take any action contemplated pursuant to Section 7.16, including any action with respect to or implementing the Pre-Closing Restructuring Transactions.

Section 7.2 Access to Information. From the date of this Agreement until the Closing, Delta will, and will cause its Subsidiaries to, give Newco and its Representatives reasonable access to the Transferred DPP Books and Records and to such personnel, Transferred Business Plan trustees, offices and other facilities and properties of the Transferred DPP Companies and their Subsidiaries and to furnish such other information in respect of the operation of the DPP Business and the ownership and leasehold interest in the Real Property as Newco may reasonably request; provided, however, that (i) any such access shall be conducted at a reasonable time, upon reasonable advance notice to Delta, consistent with applicable Law, and in accordance with the reasonable procedures established by Delta and in such a manner as not to interfere unreasonably with the operation of any business conducted by any Transferred DPP Company or its Subsidiaries, (ii) any such access or information request shall not involve conducting a Phase 2 environmental assessment or other similar invasive sampling, investigation or work of any kind, and (iii) neither Delta nor any of its Subsidiaries or any of their respective Affiliates shall be required to violate any Law or obligation of confidentiality to which Delta or any of its Subsidiaries or any of their respective Affiliates is subject in discharging its obligations under this Section 7.2, and (iv) if Transferred DPP Books and Records cannot be disclosed without the consent of a Business Employee, neither Delta nor any of its Subsidiaries or any of their respective Affiliates shall be required to (A) seek consent from such Business Employee or (B) provide access to the Transferred DPP Books and Records without such consent. All such information and access shall be subject to the terms and conditions of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, neither Delta nor its Subsidiaries (including the Transferred DPP Companies) shall be required to disclose to JLL Holdco or its Representatives any information (i) related to the Transaction Process or Delta’s or its Representatives’ evaluation thereof including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the DPP Business without being primarily prepared for the Transaction Process or to the extent prepared in response to requests by JLL Holdco after the date hereof, (ii) if doing so presents a reasonable risk of violating any Contract or Law to which Delta or any of its

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Subsidiaries is a party or to which it is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of Privilege (provided that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information in a manner which would not (in the good faith belief of Delta (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such Contract or Law or reasonably be likely to cause such Privilege to be undermined with respect to such information), (iii) if Delta or any of its Subsidiaries, on the one hand, and JLL Holdco or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, (iv) if Delta or any of its Subsidiaries reasonably determines in good faith that such information is competitively sensitive to any of the Excluded Businesses or (v) related to the Taxes of any Person other than the Transferred DPP Companies and their Subsidiaries. Notwithstanding the foregoing, Delta and its Subsidiaries shall not be required to provide any such information to the extent it relates solely to the Excluded Businesses, the Excluded Assets or the Retained Liabilities.

Section 7.3 Certain Governmental Approvals.

(a) Subject to the terms and conditions set forth in this Agreement and without limiting Section 7.3(b)(iv) below, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, Regulatory Law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the transactions contemplated by this Agreement and the Arrangement Agreement, as promptly as practicable, including (a) the obtaining of all necessary actions, waivers, consents and approvals from Governmental Authorities, and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action by, any Governmental Authority in connection with any Regulatory Law and (b) the execution and delivery of any additional instruments reasonably requested by the other party hereto necessary to consummate the transactions contemplated by this Agreement.

(b) Without limiting the generality of the undertakings pursuant to Section 7.3(a):

(i) the parties shall, as promptly as practicable, file the notification and report form pursuant to the HSR Act and make the filings required to obtain all other Required Antitrust Approvals;

(ii) the parties shall use reasonable best efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any Governmental Authorities under any other applicable Regulatory Law in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (B) timely making all such filings and timely seeking all such consents, permits, authorizations, waivers or approvals;

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(iii) Delta and JLL Holdco shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and promptly furnish the other with copies of notices or other communications (or, in the case of material oral communications, advise the other orally of such communications) between Delta or JLL Holdco and their Representatives and counsel, as the case may be, or any of their respective Affiliates, and any Governmental Authority with respect to such transactions. JLL Holdco and Delta shall keep each other timely apprised of any inquiries or requests for additional information from any Governmental Authority pursuant to any Regulatory Law in connection with the transactions contemplated by this Agreement, and shall comply promptly with any such reasonable inquiry or request. JLL Holdco and Delta shall permit counsel for the other parties reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each of JLL Holdco and Delta agrees not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. No party shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated by this Agreement or withdraw its notification and report form pursuant to the HSR Act or any other filing made pursuant to any Regulatory Law in connection with the transactions contemplated by this Agreement, unless each other party has given its prior written consent to such extension or delay; and

(iv) without limiting any other provision of this Section 7.3, each of the parties hereto shall use its respective reasonable best efforts: (i) to avoid the entry of, or to have vacated or terminated, any order, writ, injunction, judgment, decree, ruling, settlement or stipulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that would restrain, prevent, delay, unwind, declare void or unlawful, or otherwise temporarily or permanently prohibit the Closing and the transactions contemplated hereby, including defending through litigation on the merits any claim asserted in any Governmental Authority by any Person; and (ii) to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Closing and the transactions contemplated hereby. Despite anything to the contrary contained in this Section 7.3, the covenants of the parties contained in this Section 7.3 shall not require the parties to make or agree to any undertaking, agreement, remedy or action that would have a substantial negative financial impact on, or impose a substantial negative financial burden on, Newco or its Affiliates or the Transferred DPP Companies or their Subsidiaries or the value thereof, in each case, relative to the fair market value of the JLL Contribution and the Delta Contribution. Nothing in this Section 7.3 shall be construed as requiring Delta (or any of its Retained Subsidiaries or their respective Affiliates or direct or indirect equity holders) to (A) sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of or agree to do any of the foregoing with respect to any Retained Subsidiary, Excluded Business or Asset (other than the DPP

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Assets) or (B) conduct the Excluded Businesses in a specified manner or modify, amend or terminate any commercial, governance, liquidity or other arrangement to which it is a party that is not included in the DPP Assets or agree to conduct the Excluded Businesses in a specified manner or modify, amend or terminate such commercial, governance, liquidity or other arrangement that is not included in the DPP Assets.

Section 7.4 Further Assurances. Except as otherwise provided in this Agreement and subject to Section 7.3, each of the parties hereto agrees to use its reasonable best efforts before and after the Closing Date to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other party hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the conditions precedent to the obligations of any of the parties hereto; (ii) the obtaining of all necessary consents, approvals or waivers from Governmental Authorities required to be obtained by Delta, JLL Holdco or Newco, or their respective Affiliates, in connection with the transactions contemplated by this Agreement (other than with respect to Regulatory Laws which are the subject of Section 7.3); (iii) to the extent consistent with the obligations of the parties set forth in Section 7.3, the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; (iv) engaging with the trustees or other Representatives of any Employee Benefit Plan or any employee representative body in relation to the transactions contemplated by this Agreement and their consequences; (v) the execution and delivery of such instruments, and the taking of such other actions, as the other party hereto may reasonably require in order to carry out the intent of this Agreement; (vi) the transfer and assignment to one of the Transferred DPP Companies or their Subsidiaries any of the DPP Assets not held by a Transferred DPP Company or its Subsidiary as of the Closing Date; and (vii) the transfer and assignment to Delta or one of the Retained Subsidiaries any of the Excluded Assets not held by Delta or one of the Retained Subsidiaries as of the Closing Date; provided, however, that nothing in this Section 7.4 shall be construed as requiring any party hereto (or any of their respective Subsidiaries, Affiliates or direct or indirect equity holders) to offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. In addition, Delta shall take the actions set forth on Section 7.4 of the Delta Disclosure Schedule.

Section 7.5 Intercompany Accounts and Arrangements.

(a) Except for the Related Agreements, the Delta Note and the agreements set forth on Section 7.5 of the Delta Disclosure Schedule hereto, effective as of the Effective Time, all intercompany Contracts, between Delta or any of the Retained Subsidiaries, on the one hand, and any of the Transferred DPP Companies or their Subsidiaries, on the other hand, shall be terminated and of no further force and effect after the Effective Time (or, to the extent that any equity interests in a Transferred DPP Company or Subsidiary of a Transferred DPP Company are not transferred to Newco at the Closing pursuant to Section 7.17, such later date on which all such equity interests are transferred to Newco). Prior to the Effective Time, Delta shall cause each of its Subsidiaries (including any of the Transferred DPP Companies or their respective Subsidiaries) to pay in full or otherwise cancel (to the extent the cancellation of such intercompany account does not have any material adverse Tax consequence on Newco or its Subsidiaries in which event such intercompany account shall be paid in full) all outstanding

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intercompany accounts, whether payables or receivables, between Delta or any of its Retained Subsidiaries, on the one hand, and any of the Transferred DPP Companies or their Subsidiaries, on the other hand.

(b) Except to the extent provided to the contrary in this Agreement or any Related Agreement or Service Level Agreement, effective as of the Closing, Newco, on behalf of itself and its Affiliates, including the Transferred DPP Companies and their Subsidiaries, hereby releases Delta and each of the Retained Subsidiaries (and their respective officers, directors and employees, acting in their capacity as such) from any Liability to any of them for any and all past actions or failures to take action occurring prior to the Closing, including any actions which may be deemed to have been negligent, relating to or arising out of Contracts with Delta or a Subsidiary thereof or the operation or conduct of any businesses, Assets (including activities performed thereat) or operations managed or operated by, or operationally related, directly or indirectly, to the DPP Business or the Excluded Businesses, except for any obligation pursuant to the provisions of this Agreement or the Related Agreements or Service Level Agreements. Except to the extent provided to the contrary in this Agreement or any Related Agreement or Service Level Agreement, effective as of the Closing, Delta, on behalf of itself and its Subsidiaries, hereby releases the Transferred DPP Companies and their Subsidiaries (and their respective Representatives, acting in their capacity as such) from any Liability to any of them for any and all past actions or failures to take action occurring prior to the Closing, including any actions which may be deemed to have been negligent, relating to or arising out of Contracts with Delta or a Subsidiary thereof or the operation or conduct of any businesses, Assets (including activities performed thereat) or operations managed or operated by, or operationally related, directly or indirectly, to Delta and its Affiliates, except for any obligation pursuant to the provisions of this Agreement or the Related Agreements or Service Level Agreements.

Section 7.6 Provision of Corporate Records. As soon as practicable after the Closing Date and in no event later than twenty (20) days after Closing, as permitted by Law, Delta shall use its commercially reasonable efforts to deliver or cause to be delivered to Newco all Transferred DPP Books and Records then in the possession of Delta or any Retained Subsidiary, and Newco shall use its commercially reasonable efforts to deliver or cause to be delivered to Delta all Delta Books and Records then in the possession of any Transferred DPP Company or any of its Subsidiaries. The foregoing shall be limited by the following specific provisions:

(a) To the extent any document (other than that stored on electronic media) can be subdivided without unreasonable effort into two portions, one of which constitutes a Transferred DPP Book and Record and the other of which constitutes a Delta Book and Record, such document (other than that stored on electronic media) shall be so sub-divided, and the original of the portion such document (other than that stored on electronic media) which constitutes a Transferred DPP Book and Record shall be provided to Newco (with a copy thereof provided to Delta) and the original of the portion such document (other than that stored on electronic media) which constitutes a Delta Book and Record shall be provided to Delta (with a copy thereof provided to Newco).

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(b) Neither party shall be required to conduct any company wide search or investigation of files.

(c) For purposes of this Section 7.6, “commercially reasonable efforts” shall require, without limitation, deliveries of any such specific and discrete books and records requested in writing by either party and then in the possession of the other party.

(d) Each party may retain copies of the books and records of the other already in its possession, and may use such books and records as reasonably required for its normal business purposes, subject to this Agreement and the Related Agreements, and subject to holding in confidence information contained in such books and records in accordance with the requirements and limitations of this Agreement including Section 7.12 and Section 7.13.

(e) Each party may refuse to furnish any Information if it believes in good faith that doing so presents, based on advice of counsel (which can be inside counsel provided such advice is in writing), a significant risk of loss of the ability to successfully assert a claim of Privilege; provided that the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege.

(f) Neither party shall be required to deliver to the other books and records or portions thereof (i) if such delivery would violate any applicable Law or (ii) which are subject to confidentiality agreements which would by their terms prohibit such delivery; provided, however, if requested by the other party, such party shall use its commercially reasonable efforts to seek a waiver of such confidentiality restriction.

(g) Delta may redact any Information covered by this Section 7.6 as and to the extent such Information relates to Delta’s business, Assets or Liabilities other than the Transferred DPP Companies and their Subsidiaries, the DPP Business, the DPP Assets and the Assumed Liabilities.

Section 7.7 Retained Names. Following the Closing, Newco shall cause the Transferred DPP Companies and their Subsidiaries to, (i) as soon as practicable, but in no event later than six (6) months following the Closing Date, change their names, including making any necessary legal filings with the appropriate Governmental Authority to effectuate such change, and cause their certificates of incorporation (or equivalent organizational documents), as applicable, to be amended to remove any reference to “DSM,” “DPP” or any other Retained Name and cease to hold themselves out as having any affiliation with Delta or any of its Affiliates, and (ii) no later than six (6) months following the Closing Date, cease to use or to authorize any third party to use any Retained Names, and remove, strike over, or otherwise obliterate all Retained Names from all Assets and other materials owned or possessed by the Transferred DPP Companies and their Subsidiaries, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, forms, websites, email, computer software and other materials and systems (except to the extent such software code and other materials are not made readily available to or observable by third Persons); provided, however, that after the 6-month period, the Transferred DPP Companies and their Subsidiaries may continue to report in textual sentences in a factually accurate and non-prominent manner on the

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DPP Business’ website, securities filings and other materials that the DPP Business was previously owned by Delta. Notwithstanding anything to the contrary, Newco, the Transferred DPP Companies and their Subsidiaries shall not be deemed to have violated this Section 7.7, even after the 6-month period provided above by reason of: (i) their use of Equipment and other similar articles used in the DPP Business as of the Closing, notwithstanding that they may bear one or more of the Retained Names (provided that it is not reasonably practicable to remove or cover the Retained Name); (ii) the appearance of the Retained Names on any tools, dies, engineering/manufacturing drawings, manuals, work sheets, operating procedures, other written or electronic data, materials or Assets (including computer source code) that are used for internal purposes only in connection with the DPP Business; (iii) the appearance of the Retained Names in or on any third party’s publications, marketing materials, brochures, instruction sheets, Equipment or products that were distributed in the ordinary course of business or pursuant to a Contract prior to the Closing Date, and that generally are in the public domain, or any other similar uses by any such third party over which Newco and its Affiliates have no control; (iv) the sale by distributors unaffiliated with Newco of inventory containing any Retained Name that is held by such distributors as of the date that is six (6) months after the Closing Date; or (v) the use by Newco, the Transferred DPP Companies and their Subsidiaries of a Retained Name in a non-trademark manner in textual sentences that are factually accurate and non-prominent, including for purposes of conveying to customers or the general public that the DPP Business is no longer affiliated with Delta, or to reference historical details concerning or make historical reference to the DPP Business.

Section 7.8 Guarantees.

(a) Section 7.8(a) of the Delta Disclosure Schedule contains a true and correct list of the Delta Guarantees outstanding as of the date hereof, the maximum amount guaranteed thereunder and, as of the date set forth on such schedule, the amount of the third party guaranteed Indebtedness with respect to such Delta Guarantee that is outstanding as of such date (other than any Delta Guarantees that will terminate or expire prior to the Effective Time and other than any Delta Guarantee involving a maximum amount guaranteed thereunder that is less than $1,000,000). After the date hereof, Delta shall not enter into any Delta Guarantee without the consent of Newco, other than (i) any Delta Guarantees that will terminate or expire prior to the Effective Time or (ii) any Delta Guarantees provided in the ordinary course of business consistent with past practice that will remain in effect immediately following the Closing under which the maximum amount guaranteed, together with any Delta Guarantees in existence as of the date hereof that remain outstanding as of the Closing Date, shall not exceed $1,000,000 in the aggregate. Prior to the Closing Date, Delta and Newco shall cooperate and shall use their respective commercially reasonable best efforts to terminate, or, if the parties are unable to so terminate, cause Newco or one of its Subsidiaries to be substituted in all respects for Delta or the applicable Retained Subsidiary in respect of, all obligations of Delta or any of the Retained Subsidiaries under Delta Guarantees on the Closing Date (which efforts shall include, other than in the case of the Contract listed as Item #13 on Section 4.4(c) of the Delta Disclosure Schedule, the issuance of letters of credit or bank guarantees in an aggregate amount not to exceed $15,000,000 from Newco or one of its Affiliates on or after the Closing Date to the beneficiaries of such Delta Guarantees). With respect to any Delta Guarantees that remain outstanding after the Closing Date, (i) Delta and Newco shall continue to cooperate and use their respective commercially reasonable best efforts to terminate, or, if the parties are unable to so

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terminate, cause Newco or one of its Subsidiaries to be substituted in all respects for Delta or any Retained Subsidiary in respect of, all obligations under Delta Guarantees no later than the six (6) month anniversary of the Closing Date (provided that following such period the parties shall negotiate in good faith to agree upon alternative solutions), (ii) Newco shall indemnify and hold harmless Delta Indemnified Parties for amounts required to be paid under such Delta Guarantees from and after the Closing, and (iii) Newco shall not permit any of the Transferred DPP Companies or any of their Subsidiaries or Affiliates to (A) renew or extend the term of, (B) increase its obligations under, (C) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Agreement or (D) transfer to another third party other than Newco or its Subsidiaries any loan, Contract or other obligation for which Delta or any Retained Subsidiary is or would reasonably be expected to be liable under such Delta Guarantee. To the extent that Delta or the Retained Subsidiaries have performance obligations under any Delta Guarantee, Newco will use commercially reasonable best efforts to (x) perform such obligations on behalf of Delta and the Retained Subsidiaries or (y) otherwise take such action as reasonably requested by Delta so as to put Delta and the Retained Subsidiaries in the same position as if Newco, and not Delta or a Retained Subsidiary, had performed or were performing such obligations.

(b) Section 7.8(b) of the Delta Disclosure Schedule contains a true and correct list of the Delta LCs outstanding as of the date set forth on such schedule and the amounts thereof (other than any Delta LCs that will terminate or expire prior to the Effective Time and other than any Delta LC for an amount that is less than $1,000,000). After the date hereof, Delta shall not issue any Delta LC without the consent of Newco, other than any Delta LCs (x) that will terminate or expire prior to the Effective Time or (y) that as of immediately following the Closing, shall not exceed $1,000,000 in the aggregate. Prior to the Closing Date, Delta and Newco shall cooperate and Newco shall use commercially reasonable best efforts to replace all letters of credit issued by Delta or the Retained Subsidiaries on behalf of or in favor of any of the Transferred DPP Companies, any of their Subsidiaries or the DPP Business, including those listed on Section 7.8 of the Delta Disclosure Schedule (the “Delta LCs”), in an aggregate amount up to $15,000,000 (together with any LCs issued pursuant to clause (a) above) as promptly as practicable with letters of credit from Newco or one of its Affiliates as of the Closing Date and procure that Delta or the Retained Subsidiary be fully and unconditionally released from their respective obligations under the Delta LCs. With respect to any Delta LCs that remain outstanding after the Closing Date, Newco shall (i) indemnify and hold harmless Delta Indemnified Parties for any drawing under any such letters of credit and any fees in connection with the issuance and maintenance thereof, and (ii) without the prior written consent of Delta, Newco and its Subsidiaries shall not, and shall not permit any of the Transferred DPP Companies or any of their Subsidiaries or Affiliates to, enter into renew or extend the term of, amend so as to increase its obligations under, or transfer to a third party other than Newco or its Subsidiaries, any loan, lease, Contract or other obligation in connection with which Delta or any Retained Subsidiary has issued any letters of credit which remain outstanding. Newco shall replace such Delta LC’s in an aggregate amount up to $15,000,000 no later than six (6) months following the Closing Date (provided that the parties shall negotiate in good faith to agree upon alternative solutions); provided that following such period Delta shall have the right to terminate such Delta LCs without liability to Newco. The parties hereto agree that neither Delta nor any of the Retained Subsidiaries will have any obligation to renew any letters of credit issued on behalf of any Transferred DPP Company (or any Subsidiary thereof) or the DPP Business after the expiration of any such letter of credit.

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(c) For purposes of this Section 7.8, “commercially reasonable best efforts” shall not require any Person to, or to cause any of its Subsidiaries to, make or accelerate any payment under any loan, lease, Contract or other obligation for which Delta or any Retained Subsidiary is or may be liable under any Delta Guarantee or Delta LC prior to the date such payment is due.

Section 7.9 Post-Closing Access to Information. For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Delta and Newco shall, subject to compliance by the other with the provisions of Section 7.12 and any Related Agreements, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours and upon reasonable advance notice to all financial, Tax, and other books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of such party or its Affiliates solely to the extent relating to (a) in the case of requests by Newco, the DPP Business, Transferred DPP Companies (and their Subsidiaries), DPP Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Delta, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Delta or Newco or any of their Subsidiaries or Affiliates for legitimate business reasons, including litigation, government investigations, financial and Tax reporting purposes, and does not violate any applicable Law or any confidentiality obligations applicable to Delta or Newco or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause Persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel provided such advice is in writing) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Delta or any of its Subsidiaries, on the one hand, and Newco or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Delta and its Affiliates shall not be required to provide Newco or its Representatives with any information related to the Transaction Process or Delta’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the DPP Business without being primarily prepared for the Transaction Process. Without limiting the generality of the foregoing, Information may be requested under this Section 7.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.

Section 7.10 Production of Witnesses and Individuals. From and after the Closing Date, each of the parties shall use and shall cause their respective Subsidiaries to use

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reasonable efforts to make available to each other, upon written request, its officers, directors, employees and agents for fact finding, consultation and interviews and as witnesses to the extent that any such Person may reasonably be required in connection with any Actions in which the requesting party may from time to time be involved relating to the conduct of the DPP Business or the Excluded Businesses. Delta and Newco agree to reimburse each other for reasonable out-of-pocket expenses (other than officers’ or employees’ salaries) incurred by the other in connection with providing individuals and witnesses pursuant to this Section 7.10. Notwithstanding the foregoing, the provisions of this Section 7.10 shall not apply to Actions brought between Delta and its Affiliates (but not including the Transferred DPP Companies and their Subsidiaries), on the one hand, and Newco, JLL Holdco and their respective Affiliates (including after the Closing Date, the Transferred DPP Companies and their Subsidiaries) on the other hand.

Section 7.11 Retention of Records. Except when a longer retention period is otherwise required by Law or agreed to in writing, including as set forth in Section 8.7, Delta and the Transferred DPP Companies and their respective Subsidiaries shall retain, in accordance with their respective records control schedule policy existing from time to time, all Information relating to the DPP Business and the Excluded Businesses, respectively. The parties hereto agree that upon written request from the other that certain Information relating to the DPP Business or the transactions contemplated hereby be retained in connection with an Action, the parties shall use commercially reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting party.

Section 7.12 Confidentiality.

(a) For a period of five (5) years after the Closing Date, except as otherwise expressly provided in any Related Agreement, Delta shall hold and shall cause its Affiliates to hold, and shall use its reasonable best efforts to cause its Representatives to hold, in strict confidence and not to disclose, release or use without the prior written consent of Newco, any and all DPP Confidential Information; provided, that Delta may disclose, or may permit disclosure of, DPP Confidential Information (i) to its Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the parties hereto and in respect of whose failure to comply with such obligations Delta will be responsible, (ii) for audit or accounting purposes and in connection with any litigation, government investigations, financial and Tax reporting purposes, (iii) if Delta, its Affiliates or its Representatives are compelled to disclose any such DPP Confidential Information by judicial or administrative process or any stock exchange rule or regulation or, in the opinion of legal counsel including in house counsel, by other requirements of Law, or (iv) to Delta’s Representatives with respect to Delta’s capacity as a limited partner of Newco or in their capacity as directors of the GP. Notwithstanding the foregoing, in the event that any demand or request for disclosure of DPP Confidential Information is made pursuant to clause (iii) above, Delta shall to the extent practicable promptly notify Newco of the existence of such request or demand and shall provide Newco a reasonable opportunity to seek an appropriate protective order or other remedy, which both parties will reasonably cooperate in obtaining (each at their own expense). In the event that such appropriate protective order or other remedy is not obtained, Delta or its Affiliates or Representatives shall furnish, or cause to be furnished, only that portion of the DPP Confidential Information that is legally required to be disclosed. As used

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in this Section 7.12, “DPP Confidential Information” shall mean all proprietary technical, economic, environmental, operational, financial and other business Information or material of Newco and its Subsidiaries which, prior to or following the Closing Date, is or has been in the possession of Delta and its Affiliates, whether by operation or conduct of the DPP Business or otherwise or has been disclosed by Newco or its Affiliates in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, Delta, in each case including pursuant to the access provisions of Section 7.9 hereof or any other provision of this Agreement or any Related Agreement, in each case to the extent relating to the DPP Business or the DPP Assets prior to the Closing Date, including (a) ideas and concepts for existing products, processes and services; (b) specifications for products, Equipment and processes; (c) manufacturing and performance specifications and procedures; (d) engineering drawings and graphs; (e) technical, research and engineering data; (f) formulations and material specifications; (g) laboratory studies and benchmark tests; (h) service and operation manuals; (i) quality assurance policies, procedures and specifications; (j) evaluation and validation studies; (k) pending Patent applications; (l) all other Know-How, methodology, procedures, techniques and trade secrets related to research, engineering, development and manufacturing; and (m) business information, including marketing and development plans, forecasts, research and development agreements, and customer and vendor information (except to the extent that such Information can be shown to have been (1) in the public domain or enters the public domain through no fault of Delta or its Affiliates, (2) lawfully acquired from other sources by Delta or its Affiliates or (3) developed independently by Delta or its Affiliates; provided, however, in the case of (2) that such sources did not provide such Information in breach of any confidentiality or other legal obligation owed to Newco or its Subsidiaries). Notwithstanding the foregoing and without limiting the Related Agreements, nothing herein shall prevent Delta or its Subsidiaries or Affiliates or their respective Representatives from disclosing or using any DPP Confidential Information exclusively used or held for use in any Excluded Business.

(b) For a period of five (5) years after the Closing Date, except as otherwise expressly provided in any Related Agreement, Newco shall hold and shall cause its Affiliates to hold, and shall use its reasonable best efforts to cause its Representatives to hold, in strict confidence and not to disclose, release or use without the prior written consent of Delta, any and all Delta Confidential Information; provided, that Newco may disclose, or may permit disclosure of, Delta Confidential Information (i) to its Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the parties hereto and in respect of whose failure to comply with such obligations Newco will be responsible, (ii) for audit or accounting purposes and in connection with any litigation, government investigations, financial and Tax reporting purposes, or (iii) if Newco, its Affiliates or its Representatives are compelled to disclose any such Delta Confidential Information by judicial or administrative process or any stock exchange rule or regulation or, in the opinion of legal counsel including in house counsel, by other requirements of Law. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Delta Confidential Information is made pursuant to clause (iii) above, Newco shall to the extent practicable promptly notify Delta of the existence of such request or demand and shall provide Delta a reasonable opportunity to seek an appropriate protective order or other remedy, which both parties will reasonably cooperate in obtaining (each at their own expense). In the event that such appropriate protective order or other remedy is not obtained, Newco or its Affiliates or Representatives shall furnish, or cause to be furnished, only that portion of the Delta Confidential

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Information that is legally required to be disclosed. As used in this Section 7.12(b), “Delta Confidential Information” shall mean all proprietary technical, economic, environmental, operational, financial and other business Information or material of Delta and its Subsidiaries which, prior to or following the Closing Date, is or has been in the possession of Newco and its Affiliates, or has been disclosed by Delta or its Affiliates in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, Newco, in each case including pursuant to the access provisions of Section 7.9 hereof or any other provision of this Agreement or any Related Agreement, in each case to the extent relating to the Excluded Assets or Excluded Businesses prior to the Closing Date, including: (a) ideas and concepts for existing products, processes and services; (b) specifications for products, Equipment and processes; (c) manufacturing and performance specifications and procedures; (d) engineering drawings and graphs; (e) technical, research and engineering data; (f) formulations and material specifications; (g) laboratory studies and benchmark tests; (h) service and operation manuals; (i) quality assurance policies, procedures and specifications; (j) evaluation and validation studies; (k) pending Patent applications; (l) all other Know-How, methodology, procedures, techniques and trade secrets related to research, engineering, development and manufacturing; and (m) business information, including marketing and development plans, forecasts, research and development agreements, and customer and vendor information (except to the extent that such Information can be shown to have been (1) in the public domain or enters the public domain through no fault of Newco or its Affiliates, (2) lawfully acquired from other sources by Newco or its Affiliates, or (3) developed independently by Newco or its Affiliates; provided, however, in the case of (2) that such sources did not provide such Information in breach of any confidentiality or other legal obligation owed to Delta or its Subsidiaries).

(c) Notwithstanding the foregoing in this Section 7.12, to the extent that a Related Agreement or another Contract pursuant to which a party hereto is bound or its Confidential Information is subject provides that certain Confidential Information shall be maintained confidential on a basis that is more protective of such Confidential Information or for a longer period of time than provided for in this Section 7.12, then the applicable provisions contained in such Related Agreement or other Contract shall control with respect thereto. For the avoidance of doubt, references to “Subsidiaries” or “Affiliates” of Newco in this Section 7.12 shall include, to the extent relating to any period following the Closing, the Transferred DPP Companies and their Subsidiaries.

Section 7.13 Mail and Other Communications; Accounts.

(a) After the Closing Date, each of Delta and its Subsidiaries and Newco and its Subsidiaries may receive mail, packages and other communications (including electronic communications) properly belonging to the other (or the other’s Subsidiaries). Accordingly, at all times after the Closing Date, each of Delta and Newco authorizes the other and their respective Subsidiaries to receive and open all mail, packages and other communications received by it and not unambiguously intended for the other party (or its Subsidiaries) or any of the other party’s (or its Subsidiaries’) officers or directors, and to retain the same to the extent that they relate to the DPP Business (in the case of receipt by Newco and its Subsidiaries) or the Excluded Businesses (in the case of receipt by Delta and its Subsidiaries), or to the extent that they do not relate to the DPP Business (in the case of receipt by Newco and its Subsidiaries) or the Excluded Businesses or the Transaction Process (in the case of receipt by

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Delta and its Subsidiaries), the receiving party shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications (or, in case the same relate to both the DPP Business and the Excluded Businesses, copies thereof) to the other party. The provisions of this Section 7.13 are not intended to, and shall not be deemed to, constitute an authorization by either Delta or Newco to permit the other to accept service of process on its behalf and neither party is or shall be deemed to be the agent of the other for service of process purposes.

(b) All payments and reimbursements received by Delta or its Subsidiaries in connection with or arising out of the DPP Business, the DPP Assets or the Assumed Liabilities after the Closing shall be held by such Person in trust for the benefit of Newco and, immediately upon receipt by such Person of any such payment or reimbursement, such Person shall pay over to Newco the amount of such payment or reimbursement, without right of set off.

(c) All payments and reimbursements received by Newco or its Subsidiaries in connection with or arising out of the Excluded Assets, Retained Liabilities or Excluded Businesses after the Closing shall be held by such Person in trust for the benefit of Delta and, immediately upon receipt by such Person of any such payment or reimbursement such Person shall pay over to Delta the amount of such payment or reimbursement, without right of set off.

Section 7.14 Compliance with WARN Act and Similar Statutes. Newco agrees that it shall, and shall cause its Subsidiaries to, comply with the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and any applicable state, local and foreign plant closing and layoff Law as it relates to any site of employment of the Transferred DPP Companies or their Subsidiaries, and Newco agrees to, and shall cause its Subsidiaries to, indemnify, defend and hold harmless Delta and the Retained Subsidiaries from and against any and all resultant Losses which Delta and the Retained Subsidiaries incur following the Closing Date in connection with any Action or claim of violation brought against Delta or any of the Retained Subsidiaries under the WARN Act or any applicable state, local or foreign plant closing or layoff Law, which relate, in whole or in part, to actions taken by Newco or any of its Subsidiaries after the Closing Date. Within ten (10) Business Days following the Closing Date, Delta shall provide Newco with a list of all U.S. employees of Delta or any of its Affiliates who (a) suffer an “employment loss” (as defined under the WARN Act) within the 90-day period immediately prior to the Closing Date and (b) at the time of such “employment loss” are located at the same “single site of employment” (as defined under the WARN Act and regulations promulgated thereunder) as any of the Business Employees located in the United States. As used in this Section 7.14, Newco’s Subsidiaries shall include the Transferred DPP Companies and their Subsidiaries. Such list shall include the date of such employment loss for each listed employee. Delta shall also promptly provide any additional information that Newco may thereafter reasonably request for the purpose of assessing its obligations under the WARN Act.

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Section 7.15 Shared Contracts.

(a) Shared Contractual Liabilities pursuant to, under or directly relating to Shared Contracts shall, unless otherwise allocated pursuant to Section 7.15(a) of the Delta Disclosure Schedule, this Agreement or a Related Agreement, be allocated between Delta and Newco as follows:

(i) If a Liability is incurred exclusively in respect of the DPP Business or the Excluded Businesses, such Liability shall be allocated to Newco (in respect of the DPP Business) or Delta (in respect of the Excluded Businesses);

(ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to Delta or Newco, as the case may be, based on the relative proportions of total economic benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the DPP Business or the Excluded Business under the relevant Shared Contract. Notwithstanding the foregoing, each of Delta and Newco shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 7.15 otherwise pertains.

(b) If Delta or any Retained Subsidiary, on the one hand, or Newco or any of its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Delta and Newco will use their respective reasonable best efforts to, and to cause their respective Subsidiaries to, deliver such benefit or payment to the other party.

(c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 7.15(c)(i) of the Delta Disclosure Schedule shall not be deemed to be DPP Assets hereunder (the “Excluded Shared Contracts”). Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 7.15(c)(ii) of the Delta Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the DPP Business. The parties agree to cooperate and provide reasonable assistance prior to the Closing (with no obligation on the part of either party to pay any costs or fees with respect to such assistance) in effecting the separation of such Shared Contracts. Notwithstanding anything to the contrary herein, without the prior written consent of Newco, no Transferred DPP Company or any Subsidiary of the Transferred DPP Companies shall enter into any new Shared Contract after the date hereof or any separate Contract with respect to any or all of the Shared Contracts set forth on Section 7.15(c)(ii) of the Delta Disclosure Schedule to the extent that such new or separate Contract (x) is a sourcing Contract containing “take or pay” obligations of such Transferred DPP Company or respective Subsidiary thereof or (y) requires payment of any costs by such Transferred DPP Company or respective Subsidiary thereof to terminate such separate Contract.

(d) As used in this Section 7.15, Newco’s Subsidiaries shall include the Transferred DPP Companies and their Subsidiaries.

Section 7.16 Transfer of Excluded Assets; Restructuring.

(a) Delta shall take, or cause one or more of its Affiliates to take, such actions described on Section 7.16 of the Delta Disclosure Schedule (as it may be amended

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pursuant to the immediately following sentence) to transfer effective as of, or prior to, the Effective Time (i) the Excluded Assets from the Transferred DPP Companies or any of their Subsidiaries to Delta or one or more of its Retained Subsidiaries and (ii) the DPP Assets not held by any Transferred DPP Companies or any their Subsidiaries from Delta or its Retained Subsidiaries to a Transferred DPP Company or Subsidiary thereof, in each case, for such consideration or for no consideration, as may be determined by Delta in its sole discretion. Delta shall effect the restructuring transactions set forth on Section 7.16 of the Delta Disclosure Schedule (as may be amended pursuant to this sentence, the “Pre-Closing Restructuring Transactions”) by the Effective Time; provided, however, that following the date hereof, Delta shall be permitted to amend Section 7.16 of the Delta Disclosure Schedule to the extent the effect of such amendments would not adversely affect Newco or its Affiliates, or, following the Closing, the DPP Business, the Transferred DPP Companies and their Subsidiaries, or impose liabilities, restrictions or limitations on Newco or the Transferred DPP Companies contemplated by this Agreement (taking into account the transactions contemplated by this Agreement, including the assumption of the Assumed Liabilities by one or more Subsidiaries of Newco), with prior notice to and good faith consultation with Newco. After the Closing Date, Newco and its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries) shall take all actions (or shall cause their Affiliates to take all actions) reasonably requested by Delta to effect the provisions of this Section 7.16, including the transfer of any Excluded Assets to Delta or one or more of its designees for no additional consideration. All documents, instruments or certificates executed to effectuate the Pre-Closing Restructuring Transactions and the other transactions described in this Section 7.16 shall be in form and substance consistent with the Pre-Closing Restructuring Transactions (as may be amended in accordance with this Section 7.16). Delta shall provide Newco all such material documents, instruments or certificates (or forms thereof) required in connection with the Pre-Closing Restructuring Transactions as far in advance of the execution thereof as is reasonably practicable.

(b) Section 7.16(b) of the Delta Disclosure Schedule sets forth a list of all of the Real Property which as a result of the transactions contemplated hereby, including the Pre-Closing Restructuring Transactions, are expected as of the date hereof to be owned, leased or subleased in connection with the DPP Business immediately following the Closing, and for each such Real Property (i) the legal address, and (ii) whether such Real Property is expected as of the date hereof to be owned, leased or subleased. Notwithstanding anything to the contrary contained herein, following the date hereof, Delta may amend Section 7.16(b) of the Delta Disclosure Schedule to the extent the effect of such amendments would not adversely affect Newco or its Affiliates or, following the Closing, the DPP Business or the Transferred DPP Companies and their Subsidiaries, with prior notice to and good faith consultation with Newco. As part of the Pre-Closing Restructuring Transactions, Delta shall, and shall cause its Affiliates to, take such actions as are necessary so that immediately following the Closing and the Real Property Transfer, the Transferred DPP Companies and their Subsidiaries have the right to own, lease or sublease, as applicable, all of the Real Property set forth in Section 7.16(b) of the Delta Disclosure Schedule as contemplated thereby. To the extent any Transferred DPP Company or a Subsidiary thereof or DPP Affiliate (in respect of the DPP Business) intends to enter into any lease or sublease with Delta or its Affiliates, Delta shall not and shall cause its Affiliates not to execute any such lease or sublease without Newco’s written approval (such approval not to be unreasonably withheld, conditioned or delayed) of the material terms of such lease or sublease, including the term, rent, termination rights, assignment and subletting, indemnification,

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alterations and permitted use of the property subject to such lease or sublease. In addition, any sublease entered into shall provide for, on a pro rata basis, at least the same rights that, and no greater obligations than, Delta or its Affiliate has under the underlying lease of such Real Property, a copy of which will be provided to Newco prior to the date such sublease is entered into.

(c) Promptly after the date hereof, each of JLL Holdco and Delta shall negotiate in good faith the agreements set forth on Section 7.16(c) of the Delta Disclosure Schedule and such other services agreements as the parties shall deem necessary. Notwithstanding the foregoing, in the event that any such agreements are not executed and delivered on the Closing Date, the Service Level Agreements set forth on Section 7.5 of the Delta Disclosure Schedule with respect to the services contemplated by the agreements described in the immediately preceding sentence that are not entered into on the Closing Date shall continue in effect following the Closing on the terms and conditions set forth therein until such time as replacement agreements are executed and delivered.

(d) Promptly after the date hereof, Delta shall deliver to Newco a complete list of the Patents and Trademarks listed in Section 4.15(a) of the Delta Disclosure Schedule and any other issued Patents, Patent applications, Trademark registrations and applications for Trademark registration otherwise included in the DPP Assets, including application serial numbers, patent numbers (if issued) and details of record ownership of such Intellectual Property on a country-by-country basis. Upon receipt thereof, Newco shall provide proposed omnibus assignments substantially similar to the form of IP Assignment Agreement attached as Exhibit H, together with any country-specific Intellectual Property assignments suitable for recordation in a given country (the “Country-Specific IP Assignments”), and together with final schedules thereto, and reasonably satisfactory to Delta, as may be reasonably required to transfer record title of any Intellectual Property included in the DPP Assets to Newco, a Transferred DPP Company or a Subsidiary or Affiliate thereof as provided hereunder. Delta shall, or shall cause the applicable Retained Subsidiary or Affiliate to, execute and deliver to Newco at Closing such omnibus assignments and such Country-Specific IP Assignments and any other document reasonably required to transfer record title as provided hereunder. For avoidance of doubt, the cost of preparing and filing any necessary Intellectual Property title transfer documentation or taking similar actions with local Intellectual Property offices around the world (including any applicable attorneys’ fees) shall be borne solely by Newco.

(e) Nothing contained herein shall restrict Delta or its Affiliates from entering into administrative services agreements, site services agreements, information technology administrative service agreements or services level agreements prior to the Closing Date in connection with the Pre-Closing Restructuring Transactions, it being understood and agreed that such agreements shall not be binding upon Newco or, following Closing, the Transferred DPP Companies or their Subsidiaries.

(f) Promptly after the date of this Agreement, the parties shall establish a committee (the “Planning Committee”) for the purposes of coordinating and communicating pertinent information regarding the activities contemplated or taken in accordance with or pursuant to the Service Level Agreements, the Related Agreements or this Agreement. The parties shall reasonably determine the membership of the Planning Committee,

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provided that the Planning Committee shall include member representatives from Delta, the DPP Business, JLL Holdco and Pi. The Planning Committee shall meet on a regular basis, in person or by telephone conference at a schedule to be determined by the Planning Committee itself, but no less than weekly. The Planning Committee shall not have decision making authority with respect to either party and shall not bind any party, or otherwise affect the rights, remedies or obligations of any party hereunder.

Section 7.17 Obligations Regarding Non-Assignable Assets and Delayed DPP Assets.

(a) Notwithstanding anything else in this Agreement to the contrary, unless and until such consent, approval or amendment described below is no longer required or has been obtained, this Agreement and the Related Agreements shall not constitute an agreement to assign, license, sublicense, lease, sublease, convey or transfer at or before the Closing any DPP Asset that is not held by any Transferred DPP Company or any of their respective Subsidiaries on the date hereof or any claim or right or any benefit arising thereunder or resulting therefrom or any change of control with regard thereto as to which consent or approval from any Person (including consents and approvals of Governmental Authorities) to assignment, license, sublicense, lease, sublease, conveyance or transfer thereof or amendment thereof or change of control with regard thereto is required but has not been obtained (such Asset, together with any related Assets identified on Section 7.17(a) of the Delta Disclosure Schedule, a “Delayed DPP Asset”); provided, however, to the extent not inconsistent with the terms of any Delayed DPP Asset or applicable Law, the parties shall treat Newco (or a Subsidiary of Newco, as applicable) as the owner thereof for Tax purposes beginning as of the Closing Date; provided, further, that, in connection with the foregoing, except as otherwise expressly provided herein, neither Delta or any of its Affiliates nor Newco or any of its Affiliates shall be required to, nor will Delta or any of its Affiliates without Newco’s prior written consent (which consent shall not be unreasonably withheld) commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. Without limiting the generality of Section 7.3 and Section 7.4, Delta and Newco shall use, and cause each of their Subsidiaries to use, commercially reasonable efforts to obtain any such consent, approval or amendment, including after the Closing Date. Upon obtaining the requisite consents or approvals, such Delayed DPP Asset shall be transferred and assigned to Newco or a Subsidiary of Newco without additional consideration therefor.

(b) In the event and to the extent that, prior to the Closing, Delta or any Retained Subsidiary is unable to obtain a consent, approval or amendment required to assign, license, sublicense, lease, sublease, convey or transfer any Delayed DPP Asset to Newco or a Subsidiary of Newco, or a change of control with regard thereto, then following the Closing, Delta shall, and shall cause the Retained Subsidiaries to, use commercially reasonable efforts to (i) continue to hold, and to the extent required by the terms applicable to such Delayed DPP Asset, operate such Delayed DPP Asset in all material respects in the ordinary course of business consistent with past practice and taking into account the transactions contemplated by this Agreement, (ii) cooperate in any arrangement, reasonable and lawful as to Delta and Newco, designed to provide to Newco or its Subsidiaries the benefits arising under such Delayed DPP Asset, including consulting with Newco as to the operation of such Delayed DPP Asset and accepting such reasonable direction as Newco shall request of Delta, (iii) enforce at Newco’s

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request, or allow Newco and its Affiliates to enforce in a commercially reasonable manner, any rights of Delta or the applicable Retained Subsidiary under such Delayed DPP Asset against the other party or parties thereto and (iv) effect the transfer to (or, in the case of any Non-Transferable Permits, reissue in the name of) Newco or its Subsidiaries; provided, however, that the costs and expenses incurred by Delta or its Affiliates in connection with operation of such Delayed DPP Asset at Newco’s direction shall be borne solely by Newco. Delta shall, and shall cause the Retained Subsidiaries to, without further consideration therefor, pay and remit to Newco promptly all monies, rights and other consideration received in respect of such performance as promptly as practicable after receipt thereof. Newco shall pay, perform and discharge fully, promptly when due, all of the obligations of Delta or the Retained Subsidiaries in respect of such performance, and Newco shall be responsible for all Assumed Liabilities related thereto and indemnify the Delta Indemnified Parties for all Losses arising out of any actions (or omissions to act) of Delta or any Retained Subsidiary arising out of such performance taken at the direction of Newco or its Subsidiaries.

(c) Notwithstanding anything else set forth in this Section 7.17, no party hereto shall be required to take any action that (i) violates, in any material respect any material contractual obligation of such party or (ii) violates applicable Law.

(d) Newco acknowledges that certain consents and approvals to the transactions contemplated by this Agreement may be required from certain third parties, and that certain of such consents and approvals may not be obtained. Newco and JLL Holdco agree that, unless expressly provided in this Section 7.17 or Sections 4.4, 7.3, 7.4, 10.3 or 10.4 and subject to the limitations therein, Delta and its Affiliates shall not have any Liability whatsoever arising out of or relating to the failure to obtain any consents or approvals that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default under or acceleration or termination of any Contracts, Permits or Environmental Permits or other right or obligation, as a result thereof.

Section 7.18 Financing Covenants.

(a) Pursuant to the terms of the Arrangement Agreement, Newco has delivered to Pi a complete and accurate copy of an executed commitment letter and corresponding fee letter with only the pricing cap, fees and any other economic and flex provisions redacted (none of which would adversely affect the amount or availability of the Debt Financing if so required by the lenders party to such letters) from the financial institutions identified therein (the “Debt Commitment Letter”) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein for the purpose of funding the transactions contemplated by the Arrangement Agreement (being collectively referred to as the “Debt Financing”) pursuant to the Debt Commitment Letter. Newco shall comply with its obligations set forth in Section 4.6(1) of the Arrangement Agreement.

(b) Prior to the Closing, Delta shall use its commercially reasonable best efforts to provide to Newco, and shall cause each of its Subsidiaries to use its commercially reasonable best efforts to provide, and shall use its commercially reasonable best efforts to cause its Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Newco in connection with arranging, obtaining and syndicating the Debt Financing

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and to assist Newco in causing the conditions in the Debt Commitment Letter to be satisfied (provided that such request is made on reasonable notice), including in (i) assisting with (x) the preparation of Offering Documents and (y) preparing the DPP Business financial information required for the pro forma financial statements referred to in paragraphs 9 and 12 of Exhibit D of the Debt Commitment Letter, including, for the avoidance of doubt, the DPP Business financial information required for the pro forma consolidated balance sheet and pro forma consolidated statements of income of the Parent Borrower (as defined in the Debt Commitment Letter) required under paragraph 9 thereof, (ii) preparing and furnishing to Newco and the Financing Source Parties as promptly as practicable all Required Information and all other available pertinent information and disclosures relating to the DPP Business and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may be reasonably requested by Newco to assist in preparation of the Offering Documents, and any supplements thereto, (iii) having Delta designate members of senior management, with appropriate seniority and expertise, of the DPP Business to participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions, customary meetings and sessions with ratings agencies in connection with the Debt Financing and reasonably cooperating with the marketing efforts, including direct contact between such senior management of the DPP Business and its Subsidiaries and Financing Source Parties and potential lenders and investors in the Debt Financing, (iv) assisting Newco in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letter, including assisting Newco and the Financing Source Parties in the preparation of materials for rating agency presentations, (v) assisting the Financing Source Parties in obtaining from the DPP Business’s independent auditors customary accountant’s comfort letters (including customary negative assurances) and consents from the DPP Business’s independent auditors for a U.S. offering of debt securities which such auditors are prepared to issue at the time of pricing of such debt securities and the closing thereof upon completion of customary procedures, (vi) assisting in the preparation of, and, subject to the occurrence of the Closing, executing and delivering, definitive financing documents, including guarantee and collateral documents and other certificates and documents on terms and conditions consistent with the Debt Commitment Letter as may be reasonably requested by Newco, (vii) subject to any contractual agreement in effect as of the date hereof (except to the extent any pledge prohibition in such contractual agreement is unenforceable after giving effect to the applicable provisions of Article 9 of the Uniform Commercial Code of New York), facilitating the pledging of collateral for the Debt Financing (including the delivery of original share certificates, together with share powers executed in blank, with respect to the DPP Business and each of its Subsidiaries), including taking reasonable actions necessary to permit the Financing Source Parties to evaluate the DPP Business’s and its Subsidiaries’ Assets for the purpose of establishing collateral arrangements (including cooperation in connection with the payoff of existing Indebtedness and the release of related Encumbrances), (viii) assisting the Financing Source Parties in benefiting from the existing lending relationships of the DPP Business and its Subsidiaries, (ix) cooperating with Newco to the extent within the control of Delta and its Subsidiaries, and taking all organizational actions, subject to the occurrence of the Closing Date, reasonably requested by Newco to permit the consummation of the Debt Financing, (x) executing and delivering any certificate and documents as may be reasonably requested by Newco, including a solvency certificate, (xi) obtaining surveys, to the extent available, and obtaining title insurance at the expense of and as reasonably requested by Newco on behalf of the Financing Source Parties, (xii) taking all actions reasonably requested by Newco and necessary

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to (A) permit the prospective lenders involved in the Debt Financing to evaluate the DPP Business’s inventory, current Assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting the commercial finance examination and inventory, Equipment and real property appraisals as may be contemplated by the Debt Commitment Letter within the time frame described therein) and (B) establish bank and other accounts and blocked account and control agreements in connection with the foregoing, (xiii) cooperating with the Financing Source Parties requests for due diligence to the extent customary and reasonable, (xiv) requesting consents of accountants for use of their reports in any materials reasonably relating to the Debt Financing and (xv) providing, at least three (3) Business Days prior to the Closing Date, all documentation and other information about Delta, the DPP Business and each of its Subsidiaries as is reasonably requested in writing by Newco at least eight (8) Business Days prior to the Closing Date in connection with the Debt Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act; provided, however, in each case, that (A) neither the DPP Business nor any of its Subsidiaries shall be required to commit to take any action that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the Closing Date, (B) none of the DPP Business or any of its Subsidiaries shall be required to take any action that would subject it to any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable legal, accounting and other professional fees to the extent Newco agrees to promptly reimburse such amounts) or incur any other Liability or provide or agree to provide any indemnity in connection with the Debt Financing that is not subject to the occurrence of the Closing Date, (C) none of the boards of directors (or equivalent bodies) of the DPP Business or any of its Subsidiaries shall be required to enter into any resolutions or take similar action approving the Debt Financing (except that concurrently with the Closing the boards (or their equivalent bodies) of the DPP Business and the Subsidiaries of Delta may sign resolutions or take similar actions that do not become effective until the Closing Date), and (D) Delta and the DPP Business shall not be required to take any action or do anything that would contravene any Law. Delta and the DPP Business hereby consent to the use of the DPP Business’s logos in connection with the Debt Financing in a form and manner mutually agreed with the DPP Business; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the DPP Business or any of its Subsidiaries or the reputation or goodwill of the DPP Business or any of its Subsidiaries. Prior to the Closing Date, Delta and the DPP Business shall use their reasonable best efforts to update any Required Information provided to Newco to assist in preparation of the Offering Documents as may be reasonably necessary so that such Required Information meets the applicable requirements set forth in the definition of “Required Information.”

(c) Delta shall provide to Newco the audited financial statements for the year ended December 31, 2013 for the DPP Business, together with such financial information converted from IFRS to GAAP, by March 15, 2014.

Section 7.19 Equity Contribution Covenant. Newco and JLL Holdco shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to maintain in effect the Equity Commitment Letter. Newco and JLL Holdco agree not to, and not to permit, any amendment or modification of the Equity Commitment Letter without the prior written consent of Delta. Newco and JLL Holdco agree to take, or cause to be taken, all

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actions and do, or cause to be done, all things necessary, proper or advisable to enforce the terms and provisions of the Equity Commitment Letter, subject to the terms and conditions thereof, if the conditions to the obligation of Newco and JLL Holdco to consummate the transactions contemplated by this Agreement, as set forth in Article IX of this Agreement, have been satisfied or, to the extent legally permissible, waived.

Section 7.20 Related Agreements. The parties hereto agree to enter into, and to cause each of their respective Subsidiaries to enter into, each of the Related Agreements to which it is contemplated to be a party at or prior to the Closing Date.

Section 7.21 Employee Matters.

(a) From and after the Effective Time, Newco shall honor all Transferred Business Plans in accordance with their terms as in effect immediately prior to the Effective Time and unless otherwise expressly terminated in accordance with their terms, the Transferred Business Plans shall survive after the Effective Time, provided, that nothing in this sentence shall prohibit Newco from amending or terminating, or prohibit JLL Holdco from causing Newco to amend or terminate, any such Transferred Business Plans, arrangements or agreements in accordance with their terms or if otherwise required by applicable Law, provided that any such amendment or termination does not result in any Liability for Delta or any of its Affiliates (other than Newco, the Transferred DPP Companies and their Subsidiaries).

(b) For a period of not less than one year following the Effective Time, Newco or its Subsidiaries, as applicable, shall provide Transferred Employees (to the extent they remain employed by Newco or any of its Subsidiaries following the Effective Time), compensation and employee benefits which shall be substantially comparable, in the aggregate, excluding equity compensation benefits, to the compensation and benefits prevailing at Delta and its Subsidiaries with respect to such employees immediately prior to the Closing (or such higher compensation and benefits as is required by applicable Law or Employee Benefit Plan to prevent severance Liability or other termination-related Liability from becoming payable to such Transferred Employee from Delta or any of its Affiliates (other than Newco, Transferred DPP Companies and their Subsidiaries)); provided, that following such period, the aggregate compensation and benefits for such Transferred Employees shall be substantially comparable to the compensation and benefits of other similarly situated employees of Newco. Notwithstanding the foregoing, Newco or its Subsidiaries, as applicable, shall maintain terms and conditions of employment for Transferred Employees to the extent necessary or appropriate to: (x) effect the automatic transfer of such employees under applicable local Laws, collective bargaining agreements or employment agreements, (y) comply with local Laws, and (z) prevent severance Liability or other termination-related Liability from becoming payable to any such employee from Delta or any of its Affiliates (other than Newco, the Transferred DPP Companies and their Subsidiaries) under applicable Law (including, as a result of unlawful termination of employment by Newco), any Employee Benefit Plan or otherwise. To the extent any severance Liability or other termination-related Liability becomes payable to any Business Employee from Delta or any of its Affiliates (other than Newco, the Transferred DPP Companies and their Subsidiaries), due to (i) Newco’s or one of its Subsidiaries’ failure to maintain necessary or appropriate terms and conditions of employment, or (ii) termination of employment by Delta or one of its Affiliates or the relevant individual following refusal or objection to transfer (either to

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Newco or between Affiliates of Delta on or prior to the Closing in connection with the transactions contemplated by this Agreement) or rejection or refusal of an Offer (such Liability, collectively, “Severance Costs”), Newco shall indemnify and hold harmless Delta and its Affiliates (other than Newco, the Transferred DPP Companies and their Subsidiaries) against such Severance Costs.

(c) Effective as of the Effective Time, each Transferred Employee shall cease participation in the Employee Benefit Plans (other than the Transferred Business Plans). Newco shall assume all Liabilities (other than any Liability resulting from a breach of any representation or warranty or covenant hereunder) under the Transferred Business Plans, except for any project bonuses set forth on Section 4.12(a) of the Delta Disclosure Schedule, which shall be paid by Delta, whether incurred prior to, on or following the Closing Date. Newco will pay any change of control bonuses instituted by Delta prior to Closing payable in connection with the transactions contemplated hereby; provided, however, that Delta shall reimburse Newco for any amounts paid by Newco in respect thereof in excess of $3,500,000 in the aggregate. Notwithstanding any other provision of this Agreement, Delta or an ERISA Affiliate (other than the Transferred DPP Companies or any of their Subsidiaries) shall, effective as of the Closing Date, retain or assume the sponsorship of any and all Liabilities and obligations under or relating to each Employee Benefit Plan (other than the Transferred Business Plans), regardless of when any such Liability or obligation arises, is reported or disclosed.

(d) As soon as reasonably practicable following the receipt by Newco of the initial list described in Section 7.21(g) (but in no event later than three (3) weeks before the Closing Date), Newco shall or shall cause one of its Affiliates to provide a written offer of employment (an “Offer”) to each Offer Employee effective as of (and conditioned on the occurrence of) the Closing. The form of Offer in each jurisdiction in which an Offer Employee will be employed will be provided to Delta at least 10 Business Days prior to distribution to the applicable Offer Employees in such jurisdiction and Newco shall incorporate all reasonable comments thereto received from Delta. Each Offer shall (i) offer compensation and benefits as set forth in the first sentence of Section 7.21(b) and (ii) include an acknowledgement by the Offer Employee that acceptance of such Offer constitutes resignation of employment at Delta and its Affiliates. Delta and Newco shall and shall cause their respective Affiliates to use commercially reasonable efforts to (A) encourage Offer Employees to accept such Offers and (B) make application for and to obtain any work permit or visa, employment pass, or other legal or regulatory approval for employment of the Offer Employees. Delta, Newco and their respective Affiliates shall effectuate the transfer of employment of the Transferred Employees and related employment matters contemplated by this Agreement in compliance with applicable Law. After the date hereof, Delta shall timely deliver or make all filings, notifications and other communications (including the Consultation Process), and timely provide all information, to any applicable works councils, trade unions or other employee or union representatives representing the Business Employee(s), and to employees that are required by Law or agreements relating to such bodies or employees to transfer the employment of the Transferred Employees as contemplated by this Agreement and JLL Holdco and Newco shall promptly provide Delta with all information and assistance necessary or appropriate to timely complete such filings, notifications and other communications (including the Consultation Process) and timely provide such information. In addition, (i) Delta shall (A) use commercially reasonable efforts to obtain any required consent or approval of any works council or trade union in connection with each

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such transfer of employment, including by engaging in discussions and consultations with such works councils and trade unions and by furnishing such documentation or other materials reasonably requested by any such works council or trade union in connection with the applicable transfer of employment or other related matters, and (B) keep JLL Holdco reasonably informed regarding Delta’s efforts in connection with obtaining any consent or approval of any works council or trade union; provided, that Delta shall have no obligation to obtain JLL Holdco’s consent in connection therewith, other than with respect to creating, modifying or amending any material obligations with respect to any works council or trade union outside the ordinary course of business, which shall be subject to JLL Holdco’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(e) Newco or its Subsidiaries, as applicable, shall give each Transferred Employee full credit for such Transferred Employees’ service with Delta, the Transferred DPP Companies and their respective Subsidiaries under any benefit plans (other than under any defined benefit pension or retiree medical plan) made available to the Transferred Employee by Newco or any of its Subsidiaries to the same extent recognized by Delta, the Transferred DPP Companies or their respective Subsidiaries immediately prior to the Effective Time; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service.

(f) Newco or its Subsidiaries, as applicable shall (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Newco or any Subsidiary of Newco that provides health benefits in which Transferred Employees may be eligible to participate following the Effective Time, other than any limitations that were in effect with respect to such employees as of the Effective Time under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Effective Time during the portion of the calendar year prior to the Effective Time in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Newco or any of its Subsidiaries in which they are eligible to participate after the Effective Time in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred, (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents at or after the Effective Time, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Effective Time, and (iv) credit the accounts of Transferred Employees under any plan of Newco or any of its Subsidiaries which is a flexible spending plan with any unused balance in the account of such Transferred Employee under the analogous Employee Benefit Plan. Any vacation or paid time off accrued but unused by a Transferred Employee as of immediately prior to the Effective Time shall be credited to such Transferred Employee following the Effective Time, and shall not be subject to accrual limits or other forfeiture and shall not limit future accruals.

(g) Within ten (10) Business Days after the date hereof, Delta shall deliver to Newco a true and complete list of all Business Employees as of the date hereof, including, as of such date, each such employee’s title and function, then current base salary or

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other compensation rate, date of hire, estimated percentage of time dedicated to the DPP Business, name of applicable variable pay plan and applicable target percentage of annual salary and any special status under employment protection Laws (e.g. parental leave, maternity protection, disability), in each case to the extent permitted to be disclosed without the consent of the applicable Business Employee under applicable Law. Such list shall designate those Business Employees whom Delta reasonably expects to be Offer Employees or subject to further material action to transfer to or otherwise become employed by Newco or one of its Subsidiaries and, between the date hereof and the Closing, Newco and Delta shall reasonably cooperate to determine the appropriate method of transfer of such Business Employees. Delta shall update such list from time to time prior to Closing as reasonably requested by Newco.

(h) Notwithstanding anything to the contrary set forth in this Agreement, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of Newco to terminate the employment of, any Transferred Employee for any reason, (ii) subject to the limitations and requirements specifically set forth in this Section 7.21, require Newco to continue in effect any Employee Benefit Plan or prevent the amendment, modification or termination thereof after the Effective Time, (iii) confer upon any Business Employee any rights or remedies under or by reason of this Agreement or (iv) be treated as an amendment to any particular employee benefit plan of Delta or any of its Subsidiaries.

Section 7.22 Newco Partnership Agreement. JLL Holdco and Delta agree to, and JLL Holdco and Delta shall cause the GP to, at or prior to the Closing Date enter into and deliver the Newco Partnership Agreement.

Section 7.23 GP Shareholders’ Agreement. JLL Holdco and Delta agree to, and JLL Holdco and Delta shall cause the GP to, at or prior to the Closing Date enter into and deliver the Shareholders’ Agreement.

Section 7.24 Supplemental Disclosure. With respect to the representations and warranties of Delta set forth in Article IV, Delta may from the date hereof until the Closing supplement or amend promptly the Delta Disclosure Schedule with respect to any matter occurring after the date hereof or matter of which Delta first obtains Knowledge of after the date hereof. Delta shall deliver a copy of the amendment or supplement (in either case, the “Supplemental Disclosure”) to JLL Holdco at least five (5) days prior to the anticipated Closing Date. JLL Holdco will have five (5) days after receipt (the “Termination Period”) in which to review the Supplemental Disclosure. If a Supplemental Disclosure discloses facts that would constitute a breach of Delta’s representations and warranties hereunder and such breach would reasonably be expected to result in the failure of the conditions to Closing specified in Sections 9.3 or 9.4 to be satisfied at the Closing, JLL Holdco may elect, in its sole discretion, to terminate this Agreement by delivering a termination notice to Delta within the Termination Period (which termination notice shall specify the representation or warranty breached, identify the specific facts in the Supplemental Disclosure that constitute the breach, and describe why the failure of such condition would reasonably be expected to occur). Such termination shall be JLL Holdco’s sole remedy for a breach of a representation and warranty disclosed by the Supplemental Disclosure. If a termination notice is not received within the Termination Period, the relevant Delta Disclosure Schedules will be deemed, for all purposes, to be amended or supplemented as described in the Supplemental Disclosure, as of the date hereof.

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Section 7.25 Conflicts; Privileges.

(a) It is acknowledged by each of the parties that Delta has retained Latham & Watkins LLP, Norton Rose Fulbright, Cleary Gottlieb Steen & Hamilton LLP, and Allen & Overy (“Delta Counsel”) to act as its counsel in connection with the transactions contemplated hereby and that Delta Counsel has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party or Person has the status of a client of Delta Counsel for conflict of interest or any other purposes in connection with such transactions. Newco hereby agrees that, in the event that a dispute arises between Newco or any of its Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries) and Delta or any of its Affiliates (including, prior to the Closing, the Transferred DPP Companies and their Subsidiaries), Delta Counsel may represent Delta or any such Affiliate in such dispute even though the interests of Delta or such Affiliate may be directly adverse to Newco or any of its Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries) and even though Delta Counsel may have represented a Transferred DPP Company or one of its Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for Newco or a Transferred DPP Company or one of its Subsidiaries, and Newco and the Transferred DPP Companies and their Subsidiaries hereby waive, on behalf of themselves and each of their Affiliates, any conflict of interest in connection with such representation of Delta or its Affiliates by Delta Counsel. Newco further agrees that, as to all communications, whether written or electronic, among Delta Counsel, Delta, the Transferred DPP Companies and their respective Subsidiaries, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement, that predate the Closing and that are protected by the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege, such protections belong to Delta and may be controlled by Delta and shall not pass to or be claimed by Newco or the Transferred DPP Companies or any of their Subsidiaries. Delta and Newco agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 7.25(a). Delta and Newco further agree that Delta Counsel and its respective partners and employees are third party beneficiaries of this Section 7.25(a).

(b) Each of the parties hereto (a) acknowledges that JLL Partners, Inc., a Delaware corporation, and certain of its Affiliates have retained Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to act as counsel to JLL Holdco, Newco and their respective Affiliates in connection with the transactions contemplated hereby, Skadden has not acted as counsel for any other Person in connection with the transactions contemplated hereby, and no other Person has the status of a client of Skadden for conflict of interest or any other purposes in connection with such transactions; and (b) acknowledges that after the Closing, Skadden may act as counsel to JLL Holdco, Newco and their respective Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries) in connection with matters arising out of or related to this Agreement, the transactions contemplated hereby and the business activities of JLL Holdco, Newco and their respective Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries) and that Skadden’s prior representation of JLL Holdco, Newco and their respective Affiliates shall not be deemed to be a disabling conflict with respect

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to such representation. Each of the parties hereto hereby waives any conflict of interest resulting from the foregoing. The parties hereto further agree that, as to all communications, whether written or electronic, among Skadden, JLL Holdco, Newco and their respective Affiliates, and all files, attorney notes, drafts or other documents, that relate in any way to the transactions contemplated by this Agreement (other than with respect to the Arrangement Agreement), that predate the Closing in the case of communications among Skadden and JLL Holdco and its Affiliates (other than Newco and the GP), and that precede the date hereof in the case of communications among Skadden and Newco and the GP, and that are protected by the attorney-client privilege, the expectation of client confidence or any other rights to any evidentiary privilege, such protections belong to JLL Partners and may be controlled by JLL Partners and shall not pass to or be claimed by JLL Holdco, Newco and their respective Affiliates (including, after the Closing, the Transferred DPP Companies and their Subsidiaries). The parties agree to take, and to cause their respective Affiliates to take, all steps necessary to implement the intent of this Section 7.25(b). The parties further agree that Skadden and its respective partners and employees are third party beneficiaries of this Section 7.25(b).

Section 7.26 Insurance.

(a) From and after the Closing Date, the Transferred DPP Companies and their Subsidiaries shall cease to be insured by Delta’s or its Affiliates’ insurance policies (“Delta Insurance Policies”) or by any of their self-insured programs for events occurring on or after the Closing Date, and neither Newco nor its Subsidiaries shall have any access, right, title or interest to or in any such Delta Insurance Policies or self-insured programs to cover any Assets of the Transferred DPP Companies or their Subsidiaries or any Liability arising from the operation of the DPP Business on or after the Closing, provided, however, that Delta shall use commercially reasonable efforts to ensure that Newco is provided the right to receive payment, after the Closing Date, under any Delta Insurance Policy that covered the DPP Business prior to the Closing Date with respect to any claim or loss that is covered by such Delta Insurance Policy and arises out of, results from or relates to the operation of DPP Business prior to the Closing; provided, however, that Delta shall not be required to maintain, extend or renew any of the Delta Insurance Policies and Delta or its Affiliates may, to be effective at the Closing, amend any Delta Insurance Policies in a manner not inconsistent with this Section 7.26. As to any Delta Insurance Policies underwritten on a claims-made, claims made and reported or integrated occurrence policy form, Newco agrees to purchase “tail” or “run-off” insurance with commercially reasonable terms and conditions, total limits, and retentions, the cost of which shall be borne by Newco. This insurance shall include coverage for events occurring pre-Closing for the Transferred DPP Companies and their Subsidiaries which manifest themselves after Closing. From and after the Closing, Newco shall be responsible for securing all insurance it considers appropriate for its operation in accordance with Section 7.26(b). Prior to the Closing, Delta agrees to use commercially reasonable efforts to submit all known claims of the Transferred DPP Companies and their Subsidiaries and the DPP Business, which have been incurred prior to the Closing Date, to the appropriate insurer pursuant to the applicable Delta Insurance Policy. At the Closing, Newco agrees to assume all of the incurred but not reported claims of the Transferred DPP Companies and their Subsidiaries and the DPP Business that are not Retained Liabilities which have been incurred as of the Closing Date. Any right of Newco to receive payment for any insurance claim hereunder shall be subject to any deductibles, self-insured retentions, retained amounts, retentions or exclusions as well as pro rata allocation thereto between Delta

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and Newco based on the aggregate claims asserted by each under the respective Delta Insurance Policies and Newco shall reimburse Delta for any actual out-of-pocket expenses incurred by Delta pursuant to this Section 7.26. Delta shall provide Newco with loss runs with respect to the DPP Business for all Delta Insurance Policies within thirty (30) days of any request by Newco.

(b) After the date hereof, JLL Holdco and Delta shall, and shall use their reasonable best efforts to cause their respective Representatives to, cooperate in good faith to obtain insurance policies in the name of Newco or its Subsidiaries to cover their businesses and Assets from and after the Closing Date, in nature and amounts as would be typical for a company engaged in the business to be conducted by Newco and its Subsidiaries after the Closing Date.

Section 7.27 Post-Closing Employee Organization. After the date hereof, each of JLL Holdco and Delta shall cooperate in good faith to determine the employee organizational structure of Newco and its Subsidiaries for the period following the Closing Date.

Section 7.28 Control Regarding Delta Environmental Matters.

(a) During the Environmental Indemnity Claim Period, Delta shall have the right, but not the obligation, at any time, to maintain or assume control of or undertake any Cleanup with respect to the Delta Environmental Matters, with counsel, consultants or contractors selected by Delta. With respect to any Specified Environmental Indemnity Claim that arises from a Third Party Claim, Delta shall have the right, but not the obligation, at any time, to assume the defense of, and compromise and settle, such Third Party Claim, including the right to maintain or assume control of or undertake any Cleanup relating to such Third Party Claim as provided in this Section 7.28(a), notwithstanding anything to the contrary in Section 10.4(f); provided, however, that should Delta assume the defense of a Third Party Claim that would reasonably be expected to exceed the Environmental Cap, Delta shall not compromise or settle such Third Party Claim without the prior written consent of Newco, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Delta shall (A) keep Newco reasonably informed as to the status of any such Cleanup or Third Party Claim; (B) provide Newco with a reasonable opportunity to review (and, with respect to any Third Party Claim that would reasonably be expected to exceed the Environmental Cap, to approve, such approval not to be unreasonably withheld, conditioned or delayed) any material submissions, correspondence or pleadings relating to such Cleanup or Third Party Claim; and (C) upon request, promptly provide Newco with any material information, documentation and correspondence relating to such Cleanup or Third Party Claim.

(b) If Delta elects, in its sole discretion, to maintain or assume control of or undertake any Cleanup or to assume the defense of any Third Party Claim pursuant to Section 7.28(a), Newco shall, and Newco shall cause each of its Subsidiaries to and shall use its reasonable best efforts to cause its Representatives to, (i) cooperate with Delta and its Representatives and provide Delta and its Representatives with reasonable access, during normal business hours and upon reasonable notice, to the Sites to permit Delta or its Representatives to undertake such Cleanup, and (ii) cooperate as necessary in connection with the defense, compromise and settlement of such Third Party Claim.

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ARTICLE VIII

TAX MATTERS

Section 8.1 Tax Indemnification.

(a) Delta’s Indemnification of Newco. Delta shall indemnify Newco and its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries) and each of their Affiliates and hold them harmless from, against and in respect of, without duplication, (i) any Taxes of the Transferred DPP Companies and their Subsidiaries, with respect to any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date (computed in accordance with Section 8.2 hereof) (each, a “Pre-Closing Tax Period”) (including any Taxes of the Transferred DPP Companies and their Subsidiaries arising as a result of the removal of the Excluded Assets from the Transferred DPP Companies and their Subsidiaries pursuant to Section 7.16(a)(i), the Pre-Closing Restructuring Transactions and any termination of intercompany accounts pursuant to Section 7.5(a), whether imposed by way of withholding or otherwise, and without regard to whether assessed during a Pre-Closing Tax Period or a Post-Closing Tax Period); (ii) any Taxes imposed on the DPP IP or that otherwise arise with respect to the DPP Business, in each case, for Pre-Closing Tax Periods; (iii) any Taxes of any Person (other than any Transferred DPP Company, or any of their Subsidiaries) for which any Transferred DPP Company or any of their Subsidiaries is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or non-U.S. Law) by reason of being a member of a fiscal unity, consolidated, affiliated, combined or other similar group for Tax purposes at any time on or before the Closing Date; (iv) any Taxes (other than Transfer Taxes) imposed on Delta or any DPP Share Seller arising or deemed to have arisen as a result of the Delta Contribution; (v) any Liabilities arising out of or relating to (I) any breach of, or inaccuracy in, any representation or warranty contained in Section 4.11(l) or Section 4.11(m) or (II) the breach of any covenant of Delta or the DPP Share Sellers contained in this Agreement; and (vi) all liability for reasonable out-of-pocket legal and other professional advisor fees and expenses for any item attributable to an item described in this Section 8.1(a). Notwithstanding anything to the contrary in this Agreement, (A) Delta shall not be required to indemnify Newco, its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries) or their Affiliates or hold them harmless from, against or in respect of any (x) Taxes taken into account in the determination of the Net Working Capital of the DPP Business or Indebtedness Amount or (y) Taxes arising from any action taken by Newco, any of its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries) or any of their Affiliates outside the ordinary course of business on the Closing Date after the Closing and (B) for the avoidance of doubt, the indemnification obligations of Delta pursuant to this Section 8.1(a) shall not be subject to Section 10.4(h) and Section 10.4(j).

(b) Newco’s Indemnification of Delta. Newco shall, and shall cause the Transferred DPP Companies and their Subsidiaries to, indemnify Delta and its Affiliates and hold them harmless from, against and in respect of, without duplication, (i) any Taxes of the Transferred DPP Companies and their Subsidiaries with respect to any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date (computed in accordance with Section 8.2 hereof) (each, a “Post-Closing Tax Period”); (ii) any Taxes arising out of or relating to any breach of any covenant of Newco or its Affiliates

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(including, following the Closing, the Transferred DPP Companies and their Subsidiaries) contained in this Agreement; (iii) all liability for reasonable out-of-pocket legal and other professional advisor fees and expenses for any item attributable to an item described in this Section 8.1(b); and (iv) any Transfer Taxes for which Newco is responsible under Section 8.5 hereof. Notwithstanding the foregoing, Newco and the Transferred DPP Companies and their Subsidiaries shall not indemnify or hold harmless Delta and its Affiliates from any liability set forth in this Section 8.1(b) to the extent that Newco and its Affiliates (including the Transferred DPP Companies and their Subsidiaries) are entitled to indemnification from Delta for such liability pursuant to Section 8.1(a).

Section 8.2 Straddle Periods. In the case of any Straddle Period, the Taxes of the Transferred DPP Companies and their Subsidiaries for the Pre-Closing Tax Period and Post-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date. Notwithstanding the foregoing, exemptions, allowances, credits, deductions or other Tax Items (such as real, personal and other property or similar Taxes) that must under applicable Law be calculated on an annual basis shall be apportioned on a pro rata basis.

Section 8.3 Tax Returns.

(a) Except as provided in Section 8.5 hereof, Delta shall prepare, or cause to be prepared in accordance with applicable Law and, to the extent relevant, consistent with past practices, and file or cause to be filed, when due, all Tax Returns (other than Straddle Period Tax Returns) that are required to be filed by or with respect to any Transferred DPP Company and its Subsidiaries, and the DPP IP, in each case, for any Pre-Closing Tax Period. Newco shall and shall cause the Transferred DPP Companies and their Subsidiaries to cooperate with, and take any action reasonably requested by, Delta with respect to the preparation and filing of such Tax Returns. The immediately preceding sentence shall, in no way, be construed as limiting or otherwise modifying the rights and obligations of the parties under Section 8.7 hereof.

(b) Except as provided in Section 8.5 hereof, Newco shall prepare, or cause to be prepared in accordance with applicable Law and, to the extent relevant, consistent with past practices and file or cause to be filed, when due, all Tax Returns required to be filed by or with respect to the Transferred DPP Companies and their Subsidiaries and the DPP IP, in each case, for any Straddle Period.

(c) If either Delta or Newco is obligated under this Agreement to bear the economic burden for any portion of the Tax payable in connection with any income or other material Tax Return to be prepared and filed by the other (or an Affiliate of the other), the party responsible for filing such Tax Return (the “Preparer”) shall prepare and deliver to the other party (the “Payor”) a copy of such Tax Return and any schedules, work papers and other documentation that are relevant to the preparation of the portion of such Tax Return for which the Payor is or may be liable hereunder not later than thirty (30) days prior to the due date for such Tax Return (including applicable extensions) (the “Due Date”). The Preparer shall not file such Tax Return until the earlier of (i) the receipt of written notice from the Payor indicating the Payor’s consent thereto, or (ii) one (1) day prior to the Due Date.

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(d) The Payor shall have the option of providing to the Preparer, at any time at least five (5) days prior to the Due Date, written instructions as to how the Payor wants any, or all, of the Tax Items for which it may be liable reflected on such Tax Return. Subject to the foregoing sentence, the Preparer shall, in preparing such Tax Return and in good faith, cause the Tax Items for which the Payor is liable hereunder to be reflected in accordance with all reasonable instructions from the Payor on such Tax Return. In the absence of having received written instructions from Payor in accordance with this Section 8.3(d), such Tax Items shall be reported in any manner determined by the Preparer, in accordance with applicable Law and, to the extent relevant, consistent with past practices.

Section 8.4 Contest Provisions.

(a) Notification of Contests. Delta and its Affiliates, on the one hand, and Newco and its Affiliates, on the other hand (the “Recipient”), shall notify the other party in writing within ten (10) Business Days of receipt by the Recipient of written notice of any pending or threatened Tax Audit which may affect the liability for Taxes of such other party or may give rise to an indemnification payment under Section 8.1 by such other party. If the Recipient fails to give such notice to the other party, or if such notice is not in sufficient detail to notify the other party of the nature of the Tax Audit, the Recipient shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent the other party is actually prejudiced by such failure to give notice.

(b) Which Party Controls.

(i) Delta’s Items. If a Tax Audit relates solely to any Taxes for which Delta is liable hereunder, Delta shall at its expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner); provided, however, that if a settlement, compromise or abandonment of such Tax Audit could reasonably be expected to have a material adverse impact on Newco or any of its Affiliates (including the Transferred DPP Companies and their respective Subsidiaries) in any Post-Closing Tax Period, Delta shall keep Newco reasonably informed as to the status of such Tax Audit and shall not settle, compromise or abandon any such Tax Audit without obtaining the prior written consent of Newco, which consent shall not be unreasonably withheld, conditioned or delayed. In no case shall Newco, the Transferred DPP Companies or their Subsidiaries or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without Delta’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(ii) Newco’s Items. If a Tax Audit relates solely to any Taxes for which Newco is liable in full hereunder, Newco shall at its expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether

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judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner); provided, however, that if a settlement, compromise or abandonment of such Tax Audit could reasonably be expected to have a material adverse impact on Delta or any of its Affiliates, Newco shall keep Delta reasonably informed as to the status of such Tax Audit and shall not settle, compromise or abandon any such Tax Audit without obtaining the prior written consent of Delta, which consent shall not be unreasonably withheld, conditioned or delayed.

(iii) Combined and Mixed Items. If a Tax Audit relates to Taxes for which both Delta and Newco are liable, to the extent possible the issues in such Tax Audit will be distinguished and each party will control the defense and settlement of those issues for which it is so liable; provided, however, that if such Tax Audit relates to any Straddle Period or any Taxes for which both Delta and Newco are liable and any issues in such Tax Audit cannot be identified as being a liability of only one party or cannot be separated from an issue in such Tax Audit for which the other party is liable, the party which has the greater potential liability for Taxes in such Tax Audit shall control the defense and settlement of the Tax Audit, provided that, the other shall be entitled to participate in such Tax Audit and the controlling party shall not settle, compromise or abandon such Tax Audit without obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

(iv) Participation Rights. Any party who is entitled to participate but does not control a Tax Audit under this Section 8.4(b) may participate at its own expense in the defense of such Tax Audit and employ counsel of its choice at its expense, and the party controlling such Tax Audit under this Section 8.4(b) shall in good faith keep such party informed with respect to such Tax Audit (including by promptly providing written copies of all correspondence in connection therewith) and, upon the reasonable request of such party, shall consult with such party from time to time regarding the conduct of such Tax Audit; provided, that nothing in this Section 8.4(b)(iv) shall limit the participation rights of any party who is entitled to participate but does not control a Tax Audit under this Section 8.4(b).

(c) Tax Audit. Notwithstanding Section 10.4(f), this Section 8.4 and not Section 10.4(f) (other than the first two sentences of Section 10.4(f)(i)) shall govern the conduct of any Tax Audit.

Section 8.5 Transfer Taxes. Notwithstanding anything to the contrary in this Agreement or any Related Agreement, all excise, sales, use, transfer (including real property transfer), stamp, documentary, filing, recordation and other similar Taxes arising directly from the Closing and the Real Property Transfer (but excluding any VAT and any direct or indirect capital gain Taxes and withholding Taxes, in each case, imposed on Delta or any of its Affiliates in connection with the transactions contemplated by this Agreement) (“Transfer Taxes”), shall be paid to the appropriate Tax Authority by Newco. Notwithstanding Section 8.3 hereof, which shall not apply to Tax Returns relating to Transfer Taxes, any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party responsible for

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filing such Tax Returns under the applicable Law imposing such Transfer Taxes. Notwithstanding anything to the contrary in this Agreement or any Related Agreement, (i) Delta shall pay all and direct or indirect capital gain Taxes and withholding Taxes, in each case, imposed on Delta or any of its Affiliates in connection with the transactions contemplated by this Agreement and all excise, sales, use, transfer (including real property transfer), stamp, documentary, filing, recordation, and other similar Taxes arising from the removal of the Excluded Assets from the Transferred DPP Companies and their respective Subsidiaries pursuant to Section 7.16(a)(i) or the Pre-Closing Restructuring Transactions and (ii) JLL Holdco shall pay all direct or indirect capital gain Taxes and withholding Taxes, in each case, imposed on JLL Holdco or any of its Affiliates in connection with the transactions contemplated by this Agreement. All amounts payable under this Agreement are exclusive of any VAT, which shall be payable at the same time and in the same manner as the payment to which such VAT relates, against delivery of a valid VAT invoice. Each party shall properly account or cause to be properly accounted to the relevant Tax Authority for any VAT arising in connection with the matters contemplated by this Agreement where such party is (or a member of the same VAT group as such party is) required to do so by applicable Law.

Section 8.6 Certain Post-Closing Settlement Payments and Post-Closing Actions.

(a) Newco’s Claiming, Receiving or Using of Refunds and Overpayments. If Newco or any of its Affiliates (A) receives any refund of Tax, or (B) utilizes the benefit of any overpayment of Taxes which, in each case (A) and (B), (x) relates to Taxes paid by Delta or any of its Subsidiaries with respect to a Pre-Closing Tax Period, (y) is the subject of indemnification by Delta pursuant to this Agreement, or (z) relates to Taxes taken into account in the determination of Net Working Capital of the DPP Business or Indebtedness Amount, in each case, other than any such refund or overpayment of Taxes resulting from a carryback from a Post-Closing Tax Period, Newco shall transfer, or cause to be transferred, to Delta, within ten (10) days of the receipt of any such refund or the filing of the Tax Return utilizing any such overpayment, the entire amount of such refund or overpayment (including interest paid thereon by a Governmental Authority), net of (I) any Tax payable, or required to be withheld, by Newco or any of its Affiliates with respect thereto (including with respect to any interest on such refund or overpayment) and (II) any reasonable out-of-pocket costs and expenses associated with obtaining such refund or overpayment. Newco agrees to waive any carryback of any Tax loss or other Tax attribute from a Post-Closing Tax Period to a Pre-Closing Tax Period and to instead carry forward such loss or other attribute to a Post-Closing Tax Period, if and to the extent permitted by applicable Tax Law. In the event that Newco is not permitted under applicable Tax Law to waive any such carryback, Newco shall be permitted to carry back such loss or other attribute to a Pre-Closing Tax Period and Delta shall be entitled to an amount (not to exceed the refund or overpayment resulting from such carryback) equal to the amount of any Taxes actually incurred by Delta (including as a result of any diminution in foreign tax credits) resulting from such carryback, as computed on a “with and without” basis. For the avoidance of doubt, to the extent that the income or Tax attributable to a given Pre-Closing Tax Period may be offset by either a carryback (or other refund or utilization of overpayment) described in this Section 8.6(a) or a carryback of other Tax Items of Delta or its Affiliates arising in the same Post-Closing Tax Period or any preceding Post-Closing Tax Period, Delta may in its reasonable discretion determine the order in which such carrybacks may be applied.

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(b) Delta’s Claiming, Receiving or Using of Refunds and Overpayments. If Delta or any of its Affiliates (A) receives any refund of Tax, or (B) utilizes the benefit of any overpayment of Taxes which, in each case (A) and (B), (x) relates to Taxes paid by Newco or any of its Subsidiaries with respect to a Post-Closing Tax Period (including any refund or overpayment of Tax in a Pre-Closing Tax Period by reason of a carryback from a Post-Closing Tax Period), or (y) is the subject of indemnification by Newco pursuant to this Agreement, Delta shall transfer, or cause to be transferred, to Newco, within ten (10) days of the receipt of any such refund or the filing of the Tax Return utilizing any such overpayment, the entire amount of such refund or overpayment (including interest paid thereon by a Governmental Authority), net of (I) any Tax payable, or required to be withheld, by Delta or any of its Affiliates with respect thereto (including with respect to any interest on such refund or overpayment) and (II) any reasonable costs and expenses associated with obtaining such refund or overpayment.

(c) Post-Closing Actions. None of Newco, the Transferred DPP Companies or their Subsidiaries or any of their Affiliates shall (i) make any election or take any other action outside the ordinary course of business (including without limitation any election pursuant to Section 338 of the Code or any merger, conversion, liquidation or dissolution of any of the Transferred DPP Companies or their Subsidiaries) on the Closing Date after the Closing or (ii) amend any Tax Return prepared and filed by Delta pursuant to Section 8.3(a) hereof, in each case without the prior written consent of Delta, which consent shall not be unreasonably withheld, conditioned or delayed. Solely for purposes of the previous sentence, any action taken effective as of the Closing Date or any day prior to the Closing Date shall be treated as having been taken on the Closing Date. Subject to Section 8.6(a), Delta agrees to reasonably cooperate with Newco to claim any refund arising from carrybacks from a Post-Closing Tax Period to a Pre-Closing Tax Period. In addition, from the Closing Date through the end of the calendar year that includes the Closing Date, Newco shall, and shall cause its Affiliates to, (x) operate DPI Newco (as such term is defined in Section 4.3 of the Delta Disclosure Schedule), DSM Pharmaceutical Products, Inc. and DSM Pharma Chemicals North America, Inc. in the ordinary course of business and (y) not take any action outside the ordinary course of business that would reasonably be expected to materially increase the “earnings and profits” (within the meaning of Section 312 of the Code) of DPI Newco, DSM Pharmaceutical Products, Inc. or DSM Pharma Chemicals North America, Inc.

Section 8.7 Maintenance of Books and Records. Until the applicable statute of limitation (including periods of waiver) has expired for any Tax Return filed or required to be filed covering the periods up to and including the Closing Date (including any Straddle Periods), Newco and its Affiliates shall retain such Tax Return and all Tax work papers and related materials in its possession and under its control that were used in the preparation of any such Tax Return. Newco will notify Delta sixty (60) days prior to disposing of any Tax records relating to taxable periods and will deliver to Delta any such records requested by Delta.

Section 8.8 Miscellaneous.

(a) Termination of Existing Tax Sharing Agreements. Delta hereby agrees and covenants that any Tax Sharing Agreement to which any of the Transferred DPP Companies or their Subsidiaries is a party will cease to apply to the Transferred DPP Companies and their Subsidiaries as of the Closing Date.

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(b) VAT. From and after the Closing Date, the Transferred DPP Companies and their Subsidiaries shall cease to be members of a VAT group pursuant to Article 11 of Directive 2006/112/EC (or equivalent provision in a jurisdiction outside the European Union) where Delta is also a member of the same VAT group.

(c) Interpretation. To the extent that there is a conflict between any provision of this Article VIII and any other provision of this Agreement that otherwise would be applicable with respect to any Taxes, Tax Returns, Tax Audits, Tax indemnification claims or any other matter related to Taxes, the provisions of this Article VIII shall govern.

(d) Cash Payment Required for Indemnification. The parties agree that any payment required to be made pursuant to this Article VIII shall be made in cash by the party or Affiliate responsible for such payment and not by adjusting the principal amount of the Delta Note.

ARTICLE IX

CONDITIONS TO CLOSING

Section 9.1 Mutual Conditions. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of each of the following conditions:

(a) No Injunction or Proceeding. No Law, statute, rule, regulation, executive order, decree, writ, judgment, preliminary or permanent injunction or restraining order shall have been issued, enacted, entered, promulgated or enforced by any Governmental Authority which prohibits or restricts the consummation of the Delta Contribution nor shall any proceeding by any Governmental Authority seeking the foregoing be pending; and

(b) Required Antitrust Approvals. The Required Antitrust Approvals shall have been obtained, waived or made, as applicable, and the respective waiting periods required in connection with Required Antitrust Approvals shall have expired or been terminated.

Section 9.2 Conditions to the Obligations of Delta to Effect the Delta Contribution. The obligation of Delta to effect the Delta Contribution and to consummate the other transactions contemplated hereby shall be subject to the fulfillment, or written waiver by Delta, as of the Closing of each of the following conditions:

(a) Representations and Warranties of Newco. (i) The representations and warranties of Newco set forth in Section 6.1 (Organization and Standing), Section 6.4 (Brokers and Finders), Section 6.5 (No Prior Business), Section 6.6 (Investigation by Newco), Section 6.7 (Solvency) and Section 6.9 (Capitalization; Valid Issuance) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Newco set forth in Section 6.2 (Authority Relative to this Agreement, Etc.) shall be true and correct as of the date of

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this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct as would not have a material impact on the enforceability of this Agreement or the Related Agreements, and (iii) each of the other representations and warranties of Newco contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date except (x) in each of clauses (i) and (ii), representations and warranties made as of a specified date shall be true and correct only as of such specified date, and (y) in the case of clause (iii), where the failure of such representations and warranties to be true and correct (without giving regard to any materiality or “Newco Material Adverse Effect” qualifications therein) would not, individually or in the aggregate, have a Newco Material Adverse Effect.

(b) Performance by Newco. Newco shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.

(c) Representations and Warranties of JLL Holdco. (i) The representations and warranties of JLL Holdco set forth in Section 5.1 (Organization and Standing), Section 5.4 (Brokers and Finders), Section 5.7 (Availability of Funds), Section 5.8 (Investigation by JLL Holdco) and Section 5.9 (JLL Legacy Entities) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of JLL Holdco set forth in Section 5.2 (Authority Relative to this Agreement, Etc.) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct as would not have a material impact on the enforceability of this Agreement or the Related Agreements, and (iii) each of the other representations and warranties of JLL Holdco contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date except (x) in each of clauses (i) and (ii), representations and warranties made as of a specified date shall be true and correct only as of such specified date, and (y) in the case of clause (iii), where the failure of such representations and warranties to be true and correct (without giving regard to any materiality or “JLL Holdco Material Adverse Effect” qualifications therein) would not, individually or in the aggregate, have a JLL Holdco Material Adverse Effect.

(d) Performance by JLL Holdco. JLL Holdco shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.

(e) Certificates. Newco shall have furnished Delta with a certificate signed by an authorized officer to the effect that the conditions set forth in Section 9.2(a) and Section 9.2(b) hereof have been satisfied. JLL Holdco shall have furnished Delta with a certificate signed by an authorized officer to the effect that the conditions set forth in Section 9.2(c) and Section 9.2(d) hereof have been satisfied.

(f) Deliveries. Each of JLL Holdco and Newco shall have delivered the documents required to be delivered by it pursuant to Sections 2.2(c) and 2.2(d), respectively.

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(g) Arrangement Agreement. The transactions contemplated by the Arrangement Agreement shall have been consummated or shall be consummated contemporaneously with the Closing; other than as a result of the failure of Delta to effect the Delta Contribution when all of Delta’s other conditions set forth herein to its obligation to effect the Delta Contribution have been satisfied or waived.

Section 9.3 Conditions to the Obligations of Newco to Effect the Issuance of the Newco Interests. The obligations of Newco to effect the issuance of the Newco Interests and to consummate the other transactions contemplated hereby shall be subject to the fulfillment, or written waiver by Newco, as of the Closing of each of the following conditions:

(a) Representations and Warranties of Delta. (i) The representations and warranties of Delta set forth in Section 4.1 (Organization, Etc.) and Section 4.19 (Brokers and Finders) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Delta set forth in Section 4.6(a) (Financial Statements) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct as would not have a material adverse impact on the combined business of Pi and the DPP Business, and after giving effect to the transactions contemplated by this Agreement and the Arrangement Agreement (the “Big MAC”), (iii) the representations and warranties of Delta set forth in Section 4.2 (Authority Relative to this Agreement, Etc.) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct as would not have a material impact on the enforceability of this Agreement or the Related Agreements, (iv) the representations and warranties of Delta set forth in Section 4.3(a) and Section 4.3(b) (Capitalization) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct that would have a de minimis impact on the ownership of the DPP Business by Newco and (v) each of the other representations and warranties of Delta contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except (x) in each case of clauses (i), (ii), (iii) (iv) and (v), representations and warranties made as of a specified date shall be true and correct only as of such specified date, (y) in the case of clause (v), with respect to any representation or warranty of Delta where the failure of such representation or warranty to be true and correct would entitle Newco to indemnification pursuant to Section 8.1(a), and (z) in the case of clause (v), where the failure of such representations and warranties to be true and correct (without regard to any materiality or “Material Adverse Effect” qualifications therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Performance by Delta. Delta shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing.

(c) Certificates. Delta shall have furnished Newco with such certificate signed by an authorized officer to the effect that the conditions set forth in Section 9.3(a) and Section 9.3(b) hereof have been satisfied.

(d) Deliveries. Delta shall have delivered the documents required to be delivered by it pursuant to Section 2.2(b).

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Section 9.4 Conditions to the Obligations of JLL Holdco to Effect the JLL Contribution. The obligation of JLL Holdco to effect the JLL Contribution and to consummate the other transactions contemplated hereby shall be subject to the fulfillment, or written waiver by JLL Holdco, as of the Closing of each of the following conditions:

(a) Representations and Warranties of Delta. (i) The representations and warranties of Delta set forth in Section 4.1 (Organization, Etc.) and Section 4.19 (Brokers and Finders) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, (ii) the representations and warranties of Delta set forth in Section 4.6(a) (Financial Statements) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct as would not have a Big MAC, (iii) the representations and warranties of Delta set forth in Section 4.2 (Authority Relative to this Agreement, Etc.) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct as would not have a material impact on the enforceability of this Agreement or the Related Agreements, (iv) the representations and warranties of Delta set forth in Section 4.3(a) and Section 4.3(b) (Capitalization) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except for any failures to be true and correct that would have a de minimis impact on the ownership of the DPP Business by Newco and (v) each of the other representations and warranties of Delta contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, except (x) in each case of clauses (i), (ii), (iii), (iv) and (v), representations and warranties made as of a specified date shall be true and correct only as of such specified date, (y) in the case of clause (v), with respect to any representation or warranty of Delta where the failure of such representation or warranty to be true and correct would entitle Newco to indemnification pursuant to Section 8.1(a), and (z) in the case of clause (v), where the failure of such representations and warranties to be true and correct (without regard to any materiality or “Material Adverse Effect” qualifications therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Performance by Delta. Delta shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing.

(c) Certificates. Delta shall have furnished JLL Holdco with such certificate signed by an authorized officer to the effect that the conditions set forth in Section 9.4(a) and Section 9.4(b) hereof have been satisfied.

(d) No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any change, event, circumstance, development or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(e) Deliveries. Delta shall have delivered the document required to be delivered by it pursuant to Section 2.2(b).

(f) Arrangement Agreement. The transactions contemplated by the Arrangement Agreement shall have been consummated or shall be consummated contemporaneously with the Closing; other than as a result of the failure of JLL Holdco to effect the JLL Contribution when all of JLL Holdco’s other conditions set forth herein and in the Equity Commitment Letter to its obligation to effect the JLL Contribution have been satisfied or waived.

ARTICLE X

TERMINATION AND ABANDONMENT; INDEMNIFICATION

Section 10.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the parties;

(b) by any party if the Closing shall not have occurred on or before April 30, 2014 (the “Outside Date”), provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(c) by any party if any Governmental Authority shall have issued an order, judgment, writ, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting any material portion of the transactions contemplated hereunder and such order, judgment, writ, decree, ruling or other action shall have become final and nonappealable; provided, however, that the terminating party shall have fulfilled its obligations contained in Section 7.3 in all material respects prior to exercising its right to termination hereunder;

(d) by any party if the Arrangement Agreement is terminated in accordance with the terms thereof;

(e) by Newco or JLL Holdco upon written notice to Delta, if there shall have been a material breach or failure to perform in any material respect of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Delta which has rendered the satisfaction of any conditions set forth in Section 9.3 or Section 9.4 incapable of fulfillment, such violation or breach has not been waived by Newco and JLL Holdco, and the breach has not been cured within 30 days following Newco’s or JLL Holdco’s written notice of such breach or is not capable of being cured prior to the Outside Date; provided, however, that the right to terminate this Agreement under this Section 10.1(e) shall not be available to the party seeking to terminate this Agreement if such party is then in material breach of any representation, warranty, covenant, or other agreement contained herein, and such breach would give rise to the failure of a condition set forth in Section 9.2(a) or Section 9.2(b), or Section 9.2(c) or Section 9.2(d), as applicable;

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(f) by Delta upon written notice to Newco or JLL Holdco, if there shall have been a breach or failure to perform in any material respect of any of the representations, warranties, agreements or covenants set forth in this Agreement on the part of Newco or JLL Holdco which has rendered the satisfaction of any conditions set forth in Section 9.2 incapable of fulfillment, such violation or breach has not been waived by Delta, and the breach has not been cured within 30 days following Delta’s written notice of such breach and is not capable of being cured prior to the Outside Date; provided, however, that the right to terminate this Agreement under this Section 10.1(f) shall not be available to Delta if it is then in material breach of any representation, warranty, covenant, or other agreement contained herein, and such breach would give rise to the failure of a condition set forth in Section 9.3(a) or Section 9.3(b), or Section 9.4(a) or Section 9.4(b), as applicable; or

(g) by JLL Holdco by written notice to Delta pursuant to Section 7.24.

Notwithstanding the foregoing, the parties agree that no party shall have any right to terminate this Agreement pursuant to Section 10.1(b) during the pendency of a legal proceeding by any other party for specific performance pursuant to Section 11.7. For the avoidance of doubt, upon payment of the Purchaser Fee (as such term is defined in the Arrangement Agreement) to Pi, none of the Financing Source Parties will have any liability or obligation to Delta, JLL Holdco, their Affiliates, any of their former, current and future direct or indirect equityholders, controlling persons, stockholders, directors, officers, employees, agents, members, managers, general or limited partners or assignees or any of their Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or performance hereunder or thereunder or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity or otherwise; provided, however, that nothing contained herein shall in any way restrict, limit or modify the liabilities and obligations of the Financing Source Parties to Newco under the Debt Commitment Letter.

Section 10.2 Procedure and Effect of Termination.

(a) In the event of termination of this Agreement pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other parties, and, except as set forth in this Section 10.2, this Agreement shall terminate and be void and have no effect and the transactions contemplated hereby shall be abandoned. If this Agreement is terminated as provided herein:

(b) each party hereto will destroy, and will direct its agents (including attorneys and accountants) to destroy, all documents, work papers and other material of each party hereto relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, in each case, subject solely to compliance with Laws or required document retention policies;

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(c) all DPP Confidential Information received by Newco, JLL Holdco or any of their Affiliates with respect to the business, operations, Assets or financial condition of Delta or its Subsidiaries shall remain subject to the Confidentiality Agreement; and

(d) notwithstanding the termination hereof, the Confidentiality Agreement, and the following Sections of this Agreement shall remain in full force and effect: (A) Section 4.21, Section 5.4 and Section 6.4 relating to brokers, (B) Section 11.12 relating to certain expenses, (C) Section 10.1 and this Section 10.2 and (D) Article XI.

Section 10.3 Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing as follows: (i) the representations and warranties set forth in Section 4.1 (Organization, Etc.), Section 4.2 (Authority Relative to this Agreement, Etc.), Section 4.3 (Capitalization), Section 4.19 (Brokers and Finders), Section 5.1 (Organization and Standing), Section 5.2 (Authority Relative this Agreement, Etc.), Section 5.4 (Brokers and Finders), Section 5.8 (Investigation by JLL Holdco), Section 5.9 (JLL Legacy Entities), Section 6.1 (Organization and Standing), Section 6.2 (Authority Relative this Agreement, Etc.), Section 6.4 (Brokers and Finders), Section 6.5 (No Prior Business), Section 6.6 (Investigation by Newco) and Section 6.9 (Capitalization; Valid Issuance) (collectively, the “Fundamental Representations”) shall survive the Closing indefinitely, (ii) the representations and warranties set forth in Section 4.6 (Financial Statements), Section 4.9 (Undisclosed Liabilities), Section 4.16(b) (Customers and Suppliers), Section 4.17 (Product Liability and Warranty Breach) and Section 4.18 (Title to DPP Assets; Sufficiency of DPP Assets) shall survive the Closing until November 18, 2015 (the “General Representation Survival Period”) and (iii) the other representations and warranties set forth in Article IV, Article V and Article VI shall not survive the Closing. All covenants and agreements contained herein which by their terms are to be performed at or prior to the Closing shall survive the Closing until November 18, 2015, and all covenants and agreements contained herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing until fully performed and remain in full force and effect in accordance with their terms; provided that, for the avoidance of doubt, (x) the obligations of Newco to assume, and to indemnify the Delta Indemnified Parties for, the Assumed Liabilities shall survive the Closing indefinitely, and (y) the obligations of Delta to retain, and indemnify the Newco Indemnified Parties for, the Retained Liabilities shall survive the Closing indefinitely; provided, however, that the obligations in Section 8.1(a) shall survive only until 30 days after the expiration of the applicable statute of limitations, including any extension thereof.

Section 10.4 Indemnification.

(a) From and after Closing, and subject to Sections 10.3 through 10.7, Delta shall indemnify, defend and hold harmless Newco and its Subsidiaries (including, following the Closing, the Transferred DPP Companies and their respective Subsidiaries) and each of their Affiliates and each of Newco’s, its Subsidiaries’, and its Affiliates’ respective Representatives (collectively, the “Newco Indemnified Parties”) from and against any Losses incurred or suffered by any of the Newco Indemnified Parties (other than indemnification related to Taxes, which shall be covered exclusively by Article VIII) arising or resulting from, in connection with or relating to (i) the failure of Delta or any of the other DPP Share Sellers to duly perform or observe any covenant or agreement to be performed or observed by Delta

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pursuant to this Agreement, (ii) any of the Retained Liabilities, (iii) any breach of any representation or warranty of Delta set forth in Section 4.1 (Organization, Etc.), Section 4.2 (Authority Relative to this Agreement, Etc.), Section 4.3 (Capitalization), Section 4.6 (Financial Statements), Section 4.9 (Undisclosed Liabilities), Section 4.16(b) (Customers and Suppliers), Section 4.17 (Product Liability and Warranty Breach), Section 4.18 (Title to DPP Assets; Sufficiency of DPP Assets), or Section 4.19 (Brokers and Finders) (or any certificate provided by Delta in connection herewith to the extent relating to such representations or warranties of Delta) as of the date of this Agreement or as of the Closing or any failure of any such representation or warranty of Delta to be true and correct as of the Closing, in each case (other than Section 4.6(a) (Financial Statements) and Section 4.9 (Undisclosed Liabilities)), without regard to any materiality, Material Adverse Effect or similar qualifying condition in such representation or warranty, (iv) the matters set forth on Section 10.4(a)(iv) of the Delta Disclosure Schedule, or (v) the matters set forth on Section 10.4(a)(v)(I) of the Delta Disclosure Schedule. Newco shall take and shall cause its Subsidiaries and Affiliates to take all commercially reasonable steps to mitigate any Loss that would reasonably be expected to be indemnifiable hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. Notwithstanding anything to the contrary herein, at any time prior to a Delta Note Transfer, Delta may, at its election, satisfy its obligations pursuant to Section 10.4(a)(iii) and (iv) by decreasing the principal amount of the Delta Note by the aggregate amount of Delta’s obligations pursuant to Sections 10.4(a)(iii) or (iv), as applicable, after giving effect to the offset provisions of Sections 10.5 and 10.6, as applicable, and Delta shall satisfy all other obligations pursuant to this Section 10.4(a) by payment of the amount of such other obligations by wire transfer of immediately available funds to one or more accounts designated in writing by Newco within twenty (20) Business Days following the resolution or determination thereof.

(b) From and after Closing, and subject to Section 10.3 and this Section 10.4, Newco shall indemnify and hold harmless Delta and its Subsidiaries and each of their Affiliates and each of Delta’s, its Subsidiaries’ and its Affiliates’ respective Representatives (collectively, the “Delta Indemnified Parties”) from and against any Losses incurred or suffered by any of the Delta Indemnified Parties (other than indemnification related to Taxes, which shall be covered exclusively by Article VIII) arising or resulting from, in connection with or relating to (i) the failure of Newco to duly perform or observe any covenant or agreement to be performed or observed by Newco pursuant to this Agreement, or (ii) any of the Assumed Liabilities. Delta shall take and cause its Subsidiaries and Affiliates to take all commercially reasonable steps to mitigate any Loss that would reasonably be expected to be indemnifiable hereunder upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

(c) From and after Closing, and subject to Sections 10.3 through 10.7, JLL Holdco shall indemnify, defend and hold harmless the Newco Indemnified Parties from and against any Losses incurred or suffered by any of the Newco Indemnified Parties arising or resulting from, in connection with or relating to (i) the failure of JLL Holdco to duly perform or observe any covenant or agreement to be performed or observed by JLL Holdco pursuant to this Agreement, (ii) any breach of any representation or warranty of JLL Holdco set forth in Section 5.1 (Organization and Standing), Section 5.2 (Authority Relative to this Agreement, Etc.), Section 5.4 (Brokers and Finders), Section 5.8 (Investigation by JLL Holdco) and Section 5.9 (JLL Legacy Entities) (or any certificate provided by JLL Holdco in connection herewith to the

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extent relating to such representations or warranties of JLL Holdco) as of the date of this Agreement or as of the Closing or any failure of such representation or warranty of JLL Holdco to be true and correct as of the Closing, (iii) any breach of the representations or warranties of Newco set forth in Section 6.1 (Organization and Standing), Section 6.2 (Authority Relative to this Agreement, Etc.), Section 6.4 (Brokers and Finders), Section 6.5 (No Prior Business), Section 6.6 (Investigation by Newco) and Section 6.9 (Capitalization; Valid Issuance) (or any certificate provided by Newco in connection herewith to the extent relating to such representations or warranties of Newco) as of the date of this Agreement or as of the Closing or any failure of any such representation or warranty of Newco to be true and correct as of the Closing, (iv) the matter set forth on Section 10.4(c)(iv) of the Delta Disclosure Schedule, (v) any breach of the representations or warranties of Pi set forth in paragraphs 1 (Organization and Qualification), 2 (Corporate Authorization), 3 (Execution and Binding Obligation), 6 (Capitalization), 9 (Subsidiaries), 11(a) (Financial Statements), 12 (Disclosure Controls and Internal Control over Financial Reporting), 13 (No Undisclosed Liabilities), 16 (Bankruptcy), 25 (Product Liability), 33 (Taxes) and 35 (Brokers) of Schedule C to the Arrangement Agreement (collectively, the “Specified Pi Reps”) (or any certificate provided by Pi in connection with the Arrangement Agreement to the extent relating to the Specified Pi Reps) as of the date of the Arrangement Agreement or as of the Closing Date or any failure of Specified Pi Reps to be true and correct as of the Closing, in each case (other than paragraph 11(a) of Schedule C to the Arrangement Agreement), without regard to any materiality, Material Adverse Effect (as defined in the Arrangement Agreement) or similar qualifying condition in such representation or warranty, but as qualified by the Company Disclosure Letter (as defined in the Arrangement Agreement) (it being understood and agreed that the disclosure of any fact or item in any section of the Company Disclosure Letter shall only be deemed to be an exception to (or, as applicable, disclosure for the purposes of) the representations and warranties of Pi that are contained in the corresponding section of the Arrangement Agreement and any other representations and warranties of Pi to which it is reasonably apparent on its face it should relate), and (vi) the matters set forth on Section 10.4(c)(vi) of the Delta Disclosure Schedule. Notwithstanding anything to the contrary herein, at any time prior to a Delta Note Transfer, JLL Holdco may satisfy its obligations pursuant to this Section 10.4(c) by electing, in its sole discretion, to either (x) increase the principal amount of the Delta Note by the aggregate amount of JLL Holdco’s obligations pursuant to Section 10.4(c)(iv) or (y) pay the amount of JLL Holdco’s obligations pursuant to Section 10.4(c)(i)-(iv) obligations by wire transfer of immediately available funds to one or more accounts designated in writing by Newco within twenty (20) Business Days following the resolution or determination thereof.

(d) Any calculation of Losses for purposes of this Section 10.4 (including for purposes of determining the amount of Losses for purposes of sub-sections (h) – (k) below) or any indemnity payments made under Article VIII hereof shall be net of any third party insurance, other third-party proceeds (less costs of collection) or Tax benefits actually realized (calculated on a “with and without” basis) that have been received by the Indemnified Party in connection with the facts giving rise to the right of indemnification (whether paid directly to such Indemnified Party or assigned by the Indemnifying Party to such Indemnified Party).

(e) No Action or claim for Losses subject to indemnification under this Section 10.4 with respect to a breach of any representation, warranty, covenant or agreement

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contained in this Agreement shall be brought or made after the date on which such representation, warranty, covenant or agreement shall terminate pursuant to Section 10.3 or this Section 10.4(e), regardless of when the facts underlying such claim are first discovered; provided, however, that any claim made after the Closing with respect to a breach of a representation, warranty, covenant or agreement that survives the Closing and prior to such termination date with reasonable specificity in accordance with the notice obligations set forth in Section 10.4(f) by the Indemnified Party to the Indemnifying Party shall survive (and be subject to indemnification) until it is finally and fully resolved. Notwithstanding any provision in the Arrangement Agreement to the contrary, the parties agree that, for purposes of Section 10.4(c)(v), the Specified Pi Reps shall be deemed to survive the Closing until the last day of the General Representation Survival Period.

(f) (i) Upon receipt by a Newco Indemnified Party or Delta Indemnified Party (the “Indemnified Party”) of notice from a third party of any Action against such Indemnified Party which might give rise to a claim for Losses under this Section 10.4, the Indemnified Party (or Delta or Newco on behalf of an Indemnified Party) shall promptly give written notice thereof to the party from whom indemnification is sought (the “Indemnifying Party”) setting forth, with reasonable specificity, the nature of and facts underlying each particular claim (including identification of all particular sections of this Agreement pursuant to which indemnification is being sought), a copy of any documentation received from the third party and a good-faith estimate of the Losses relating thereto (to the extent reasonably estimable); provided, however, that failure to give such notice shall not affect the right to indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure. For the avoidance of doubt, no party shall make any voluntary disclosure to any Governmental Authority regarding any non-compliance with any Law for which such notifying party is entitled to indemnification hereunder other than as specifically agreed in writing between the parties or as required by applicable Law or stock exchange rule. The Indemnifying Party shall have the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such matter as to which the Indemnified Party has provided notice in accordance to this Section 10.4(f). If the Indemnifying Party shall, in accordance with the preceding sentence, undertake to compromise or defend any such asserted liability, it shall notify the Indemnified Party of its intention to do so, and the Indemnified Party shall agree to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted liability; provided, however, that the Indemnifying Party shall not settle any such asserted liability without the written consent of the Indemnified Party (not to be unreasonably withheld) unless (A) such settlement completely and unconditionally releases the Indemnified Party in connection with such matter, (B) provides relief consisting solely of money damages borne by the Indemnifying Party and (C) does not involve any admission by the Indemnified Party of any wrongdoing or violation of Law. Notwithstanding an election of the Indemnifying Party to assume the defense of such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Action, which shall be at its own cost and expense; provided, however, that the Indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel pursuant to the preceding sentence (and shall pay such fees, costs and expenses at least quarterly), if, but only if, the defendants in, or targets of, any such Action include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have reasonably concluded, based on the advice of counsel, that there is a material conflict of interest between the Indemnifying Party and

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the Indemnified Party with respect to such proceeding (in which case the Indemnifying Party shall not have the right to direct the defense of such Action or proceeding on behalf of the Indemnified Party). In any event, the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party.

(ii) If the Indemnifying Party does not undertake to compromise or defend any Third Party Claim pursuant to Section10.4(f)(i) above, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but in such case, the Indemnified Party shall control the investigation and defense of the asserted liability; provided, however, that the Indemnified Party shall not consent to any settlement of a Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld); provided, further, that the Indemnifying Party may, at its option, elect at any time to assume and control the defense against such Third Party Claim. The Indemnifying Party’s decision to allow the Indemnified Party to take the lead with respect to any indemnity obligation of the Indemnifying Party shall not limit, expand or otherwise affect the Indemnifying Party’s obligation to indemnify the Indemnified Party with respect to any such indemnity obligation, and if an Indemnified Party settles a Third Party Claim it is defending pursuant to this Section 10.4(f)(ii) without obtaining the Indemnifying Party’s written consent to such settlement in violation of the immediately preceding sentence, then the Indemnifying Party shall be relieved of its indemnification obligations hereunder with respect to such Third Party Claim unless the Indemnifying Party unreasonably withheld, conditioned or delayed such consent.

(iii) In the event any Indemnified Party should have an indemnification claim against any Indemnifying Party under this Agreement that does not involve a claim by a third party, promptly after becoming aware of any facts or circumstances which the Indemnified Party believes have given or would reasonably be expected to give rise to a right of indemnification pursuant to this Agreement, the Indemnified Party shall deliver notice of such claim to the Indemnifying Party in writing setting forth, with reasonable specificity, the nature of and facts underlying each particular claim (including identification of all particular sections of this Agreement pursuant to which indemnification is sought) and a good-faith estimate of the Losses relating thereto. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party, except to the extent that the Indemnifying Party has been prejudiced by such failure. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in the appropriate court of competent jurisdiction.

(g) Except with respect to (i) the Related Agreements and the Service Level Agreements, (ii) matters covered by Section 7.7, (iii) the right to an injunction or specific performance as contemplated by Section 11.7, (iv) any matter relating to Taxes (which shall be governed exclusively by Article VIII except to the extent explicitly provided in this Article X), and (v) any claim involving Losses resulting from any fraud committed by Delta, Newco or JLL

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Holdco with respect to the representations and warranties made by such party in Article IV, Article V or Article VI, as applicable (as determined by a court of competent jurisdiction pursuant to a final and non-appealable judgment), the indemnification provisions of this Section 10.4 (x) shall be the sole and exclusive remedy of the parties following the Closing with respect to any breach or non-fulfillment of any representation, warranty, agreement, covenant or any other obligation contained in this Agreement, (y) shall apply without regard to, and shall not be subject to, any limitation by reason of set-off (except as set forth in Sections 10.5 and 10.6), limitation or otherwise and (z) are intended to be comprehensive and not to be limited by any requirements of Law concerning prominence of language or waiver of any legal right under any Law (including rights under any workers compensation statute or similar statute conferring immunity from suit). In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted by applicable Law, any and all other rights, claims and causes of action (including rights of contributions, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Delta or any of its Affiliates, Newco or any of its Affiliates or JLL Holdco or any of its Affiliates, as the case may be, arising under or based upon any Law. The obligations of the parties set forth in this Section 10.4 shall be conditioned upon the Closing having occurred. Without limiting the generality of the foregoing, in no event shall any party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions contemplated by this Agreement and the Related Agreements.

(h) Notwithstanding anything to the contrary set forth herein, (x) no indemnification for Losses pursuant to Section 10.4(a)(iii) shall be asserted against Delta or be included in the Delta Representation Claims Amount and no Losses pursuant to Section 10.4(c)(v) shall be included in the Pi Representation Claims Amount under this Article X, in each case, unless any individual Loss or group or series of related Losses asserted pursuant to Section 10.4(a)(iii) or Section 10.4(c)(v), as applicable, exceeds $225,000 (such Loss or group or series of related Losses that does not exceed $225,000, the “DeMinimis Losses”), and (y) no indemnification for Losses pursuant to Section 10.4(a)(iii) shall be asserted against Delta under this Article X unless the aggregate amount of Losses that would otherwise be payable under Section 10.4(a)(iii) (following settlement in accordance with Section 10.5), which shall not include for such purposes DeMinimis Losses, to the Newco Indemnified Parties with respect to such breaches (in the aggregate), exceeds $5,000,000 (the “Basket”), in which case the obligation to provide indemnification under Section 10.4(a)(iii) to the Newco Indemnified Parties shall only apply with respect to such amounts (which shall not include for such purposes the DeMinimis Losses) that are in excess of the Basket. Notwithstanding anything to the contrary set forth herein, the Basket shall not apply to any claim involving Losses arising out of or relating to a breach of any Fundamental Representation.

(i) Notwithstanding anything to the contrary set forth herein, no indemnification for Losses pursuant to Section 10.4(c)(iv) shall be asserted against JLL Holdco under this Article X unless the aggregate amount of Losses that would otherwise be payable under Section 10.4(c)(iv) exceeds $7,500,000 (the “Special JLL Basket”), in which case the obligation to provide indemnification under Section 10.4(c)(iv) to the Newco Indemnified Parties shall only apply with respect to such amounts that are in excess of the Special JLL Basket, and JLL Holdco shall not be required to make payments for indemnification to the Newco Indemnified Parties under Section 10.4(c)(iv) to the extent that the aggregate amount paid by JLL Holdco with respect thereto exceeds $30,000,000.

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(j) Notwithstanding anything to the contrary set forth herein, Delta shall not be required to make payments for indemnification to the Newco Indemnified Parties under Section 10.4(a)(iii) (following settlement in accordance with Section 10.5) to the extent that the aggregate amount paid by Delta with respect thereto exceeds $50,000,000 (the “Cap”); provided, however, that the foregoing limitation shall not apply to any claim involving Losses arising out of or relating to a breach of any Fundamental Representation or resulting from any fraud committed by Delta with respect to the representations and warranties made by Delta in Section 10.4(a)(iii) (as determined by a court of competent jurisdiction pursuant to a final and non-appealable judgment).

(k) In no event shall any party or Indemnified Party be entitled to recover any Losses under one section or provision of this Agreement if such party or Indemnified Party has already recovered such Losses pursuant to another section or provision of this Agreement (including any such amounts that would otherwise have constituted Losses, but were taken into account in the determination of the Net Working Capital of the DPP Business or Indebtedness Amount).

Section 10.5 General Indemnity Offset.

(a) During the General Representation Survival Period, if a Newco Indemnified Party asserts a claim pursuant to Section 8.1(a)(v)(I) or Section 10.4(a)(iii) (each, a “Delta Representation Claim”) or Section 10.4(c)(v) (each, a “Pi Representation Claim”), as applicable, and otherwise in accordance with Section 10.4(f), Delta shall not be required to provide indemnification for any Losses thereunder, and there shall be no adjustment to the principal amount of the Delta Note with respect thereto, until the aggregate amount of Losses arising or resulting from or relating to Delta Representation Claims (the “Delta Representation Claims Amount”) and Pi Representation Claims (the “Pi Representation Claims Amount”) are fully and finally determined in accordance with this Section 10.5. It being understood that in no event shall JLL Holdco be required to make any payment with respect to a Pi Representation Claim and the Pi Representation Claims Amount shall be used only to offset the Delta Representation Claims Amount.

(b) As promptly as practicable following the last day of the General Representation Survival Period, the parties shall cooperate in good faith to determine any Delta Representation Claim Overage. In the event that a Newco Indemnified Party has asserted a Pi Representation Claim or a Delta Representation Claim in accordance with Section 10.4(f) prior to the last day of the General Representation Survival Period that remains pending and unresolved as of the last day of the General Representation Survival Period, the parties shall mutually agree in good faith on an estimate of Losses reasonably expected to arise or result from or relate to such pending and unresolved Pi Representation Claim (the “Pi Estimated Representation Losses”) or Delta Representation Claim (the “Delta Estimated Representation Losses”), as applicable.

(c) In the event that the parties cannot mutually agree on the Delta Estimated Representation Losses or the Pi Estimated Representation Losses, as applicable, within ten (10) Business Days following the last day of the General Representation Survival Period, then either Newco or Delta shall have the right to submit the dispute to binding

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arbitration under the expedited commercial arbitration rules of the American Arbitration Association (the “AAA Rules”). The arbitral tribunal in any dispute in which the total value of disputed Losses is less than $3,000,000 shall consist of a single arbitrator who shall be appointed pursuant to the AAA Rules pertaining to the selection of a single arbitrator. In any dispute in which the total value of the disputed Losses is $3,000,000 or more, the arbitral tribunal shall consist of three (3) arbitrators. In disputes for which three arbitrators shall preside, Newco shall appoint one arbitrator and Delta shall appoint one arbitrator, in each case within ten (10) Business Days after any request for arbitration hereunder (for the avoidance of doubt, the party requesting arbitration shall appoint its arbitrator at the time of its request). The two arbitrators thus appointed shall choose the third arbitrator within ten (10) Business Days after their appointment; provided, however, that if the two arbitrators are unable to agree on the appointment of the third arbitrator within ten (10) Business Days after the appointment of the last arbitrator, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be New York, New York. The arbitrator(s) shall be requested to render a decision within thirty (30) days after selection of the final arbitrator and not more than fifteen (15) days after a hearing regarding the dispute, or as promptly as possible thereafter. Each party to the arbitration shall bear its own expenses in connection with such arbitration, and the fees and expenses of the arbitrator(s) shall be borne by Newco.

(d) In the event that on the earlier of a Sale of the Partnership (as defined in the Newco Partnership Agreement) and the fifth (5^th) anniversary of the General Representation Survival Period (the “Termination Date”) (i) (x) the actual amount of Losses (“Delta Actual Losses”) arising or resulting from or relating to any Delta Representation Claim for which Losses were included in the Delta Estimated Representation Losses (a “Delta Unresolved Claim”) and that is finally resolved on or prior to the Termination Date is less than the estimated amount of Losses in respect of such Delta Unresolved Claim included in the Delta Estimated Representation Losses (“Delta Estimated Losses”) or (y) the actual amount of Losses (“Pi Actual Losses”) arising or resulting from or relating to any Pi Representation Claim for which Losses were included in the Pi Estimated Representation Losses (a “Pi Unresolved Claim”) and that is finally resolved on or prior to the Termination Date is greater than the estimated amount of Losses in respect of such Pi Unresolved Claim included in the Pi Estimated Representation Losses (“Pi Estimated Losses”), and (ii) Delta would not have been required to make payments for indemnification to the Newco Indemnified Parties under Section 8.1(a)(v)(I) or Section 10.4(a)(iii) if (A) the amount of Delta Actual Losses (instead of the amount of Delta Estimated Losses) had been taken into account in determining the Delta Representation Claim Overage or (B) the amount of Pi Actual Losses (instead of the amount of Pi Estimated Losses) had been taken into account in determining the Delta Representation Claim Overage (i.e., the Delta Representation Claim Overage would not have existed), then (x) if Delta or one of its Affiliates is the then current holder of the Delta Note and if Delta satisfied its obligations pursuant to Section 10.4(a)(iii) by decreasing the principal amount of the Delta Note by the amount of such obligations (the “Delta Representation Payment Amount”), then, Newco shall cause the Note Issuer to increase the principal amount of the Delta Note by the Delta Representation Payment Amount, (y) if neither Delta nor any of its Affiliates is the then current holder of the Delta Note or if Delta satisfied its obligations pursuant to Section 10.4(a)(iii) by payment of the Delta Representation Payment Amount in cash to Newco, then Newco shall promptly pay to Delta an amount in cash equal to the Delta Representation Payment Amount or (z) if Delta satisfied its obligations pursuant to Section 8.1(a)(v)(I) by payment of the amount thereof in cash to Newco, then Newco shall promptly pay to Delta an amount in cash equal to such amount.

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(e) Notwithstanding anything in this Section 10.5 to the contrary, the Delta Representation Claim Overage shall not include any Losses for any disputes being resolved by litigation pursuant to Section 10.4(f)(iii); provided, however, that the parties shall use their reasonable best efforts to resolve such disputes prior to the last day of the General Representation Survival Period. If any such disputes are not resolved prior thereto, this Section 10.5 shall not apply to such disputes.

(f) Notwithstanding anything in Article VIII or Section 10.4 or this Section 10.5 to the contrary, Delta shall be obligated to provide indemnification pursuant to Section 8.1(a)(v)(I) or Section 10.4(a)(iii) solely with respect to the Delta Representation Claim Overage, if any, subject to the other provisions of Article VIII and Section 10.4, which obligations may, at Delta’s election (in its sole discretion), be paid by Delta to Newco in cash or be settled through a decrease in the principal amount of the Delta Note in accordance with and subject to the last sentence of Section 10.4(a); provided that the foregoing limitation shall not apply to any claim involving Losses arising out of or relating to a breach of any Fundamental Representation first discovered and asserted after the last day of the General Representation Survival Period. Notwithstanding anything in Section 10.4 or this Section 10.5 to the contrary, JLL Holdco shall not be obligated to make any payment with respect to indemnification pursuant to Section 10.4(c)(v) under any circumstance.

(g) If a claim for indemnification could be made as a Delta Representation Claim or a Pi Representation Claim, and could also be made under any other provision of this Agreement, then notwithstanding anything herein to the contrary, such claim when made shall be deemed to have been made as either a Delta Representation Claim or a Pi Representation Claim, as applicable, and not under any other provision of this Agreement, and such claim shall therefore be subject to the provisions of this Section 10.5.

Section 10.6 Environmental Indemnity Offset.

(a) During the Environmental Indemnity Claim Period, if a Newco Indemnified Party asserts a claim pursuant to Section 10.4(a)(iv) or Section 10.4(c)(vi) (a “Delta Environmental Indemnity Claim” or a “Pi Environmental Indemnity Claim,” respectively), as applicable, and otherwise in accordance with Section 10.4(f), neither Delta nor JLL Holdco, as the case may be, shall be required to provide indemnification for any Losses thereunder, and there shall be no adjustment to the principal amount of the Delta Note with respect thereto, until the aggregate amount of Losses arising or resulting from or relating to Delta Environmental Indemnity Claims (the “Delta Environmental Claims Amount”) and Pi Environmental Indemnity Claims (the “Pi Environmental Claims Amount”) are fully and finally settled in accordance with this Section 10.6. It being understood that in no event shall JLL Holdco be required to make any payment with respect to a Pi Environmental Indemnity Claim, and the Pi Environmental Claims Amount shall be used only to offset the Delta Environmental Claims Amount.

(b) As promptly as practicable following the last day of the Environmental Indemnity Claim Period, the parties shall cooperate in good faith to determine

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any Delta Environmental Overage. In the event that a Newco Indemnified Party has asserted a Pi Environmental Indemnity Claim or Delta Environmental Indemnity Claim in accordance with Section 10.4(f) prior to the end of the Environmental Indemnity Claim Period that remains pending and unresolved as of the last day of the Environmental Indemnity Claim Period, the parties shall mutually agree in good faith on an estimate of Losses reasonably expected to arise or result from or relate to such pending and unresolved Delta Environmental Indemnity Claim (the “Delta Estimated Environmental Losses”) or Pi Environmental Indemnity Claim (the “Pi Estimated Environmental Losses”), as applicable.

(c) In the event that the parties cannot mutually agree on the Delta Estimated Environmental Losses or the Pi Estimated Environmental Losses within ten (10) Business Days following the last day of the Environmental Indemnity Claim Period, then either Delta or Newco shall have the right to submit the dispute to ENVIRON, or if ENVIRON is unwilling to serve, another mutually acceptable environmental expert (the “Environmental Expert”). The Environmental Expert shall be given reasonable access to all relevant records related to the Delta Environmental Indemnity Claim(s) or Pi Environmental Indemnity Claim(s) for which the parties have been unable to mutually agree on the Delta Estimated Environmental Losses or the Pi Estimated Environmental Losses, as applicable. Each of Newco and Delta will be afforded an opportunity to present to the Environmental Expert any materials relating to the determination of such Delta Estimated Environmental Losses or Pi Estimated Environmental Losses, as applicable, and to discuss such materials with the Environmental Expert; provided that copies of any materials provided to the Environmental Expert shall be contemporaneously delivered to the other party and the other party or its Representatives shall be given a reasonable opportunity to participate in any discussions with the Environmental Expert. The Environmental Expert shall provide a determination of the Delta Estimated Environmental Losses or the Pi Estimated Environmental Losses, as applicable, submitted to the Environmental Expert based solely on the materials provided to it by Newco and Delta, and not by independent investigation, as soon as practicable, but in any event within ten (10) Business Days after the receipt of such materials. The determination by the Environmental Expert of the Delta Estimated Environmental Losses or Pi Estimated Environmental Losses, as applicable, will be conclusive and binding on the parties.

(d) In the event that on or prior to the Termination Date (A) (I) the actual amount of Losses (“Delta Actual Environmental Losses”) arising or resulting from or relating to any Delta Environmental Indemnity Claim for which Losses were included in the Delta Estimated Environmental Losses (a “Delta Unresolved Environmental Claim”) and that is finally resolved on or prior to the Termination Date is less than the estimated amount of Losses in respect of such Unresolved Environmental Claim included in the Delta Estimated Environmental Losses (“Delta Estimated Environmental Losses”) or (II) the actual amount of Losses (“Pi Actual Environmental Losses”) arising or resulting from or relating to any Pi Environmental Indemnity Claim for which Losses were included in the Pi Estimated Environmental Losses (a “Pi Unresolved Environmental Claim”) and that is finally resolved on or prior to the Termination Date is greater than the estimated amount of Losses in respect of such Pi Unresolved Environmental Claim included in the Pi Estimated Environmental Losses (“Pi Estimated Environmental Losses”), and (B) Delta would not have been required to make payments for indemnification to the Newco Indemnified Parties under Section 10.4(a)(iv) if (1) the amount of Delta Actual Environmental Losses (instead of the amount of Delta Estimated

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Environmental Losses) had been taken into account in determining the Delta Environmental Overage or (2) the amount of the Pi Actual Environmental Losses (instead of the amount of Pi Estimated Environmental Losses) had been taken into account in determining the Delta Environmental Overage (i.e., the Delta Environmental Overage would not have existed), then (x) if Delta or one of its Affiliates is the then current holder of the Delta Note and if Delta satisfied its obligations pursuant to Section 10.4(a)(iv) by decreasing the principal amount of the Delta Note by the amount of such obligations (the “Delta Environmental Payment Amount”), then Newco shall cause the principal amount of the Delta Note to be increased by the Delta Environmental Payment Amount, or (y) if neither Delta nor any of its Affiliates is the then current holder of the Delta Note or if Delta satisfied its obligations pursuant to Section 10.4(a)(iv) by payment of the Delta Environmental Payment Amount in cash to Newco, Newco shall promptly pay to Delta an amount in cash equal to the Delta Environmental Payment Amount.

(e) If the Delta Environmental Overage exceeds $7,500,000 (the “Environmental Basket”), notwithstanding anything in Section 10.4 to the contrary, Delta shall be obligated to provide indemnification pursuant to Section 10.4(a)(iv) solely with respect to such amount that exceeds the Environmental Basket; provided, however, that Delta shall not be required to make payments for indemnification to the Newco Indemnified Parties under Section 10.4(a)(iv) to the extent that the Delta Environmental Overage exceeds $15,000,000 (the “Environmental Cap”). Notwithstanding anything in Section 10.4 or this Section 10.6 to the contrary, JLL Holdco shall not be obligated to make any payment with respect to indemnification pursuant to Section 10.4(c)(vi) under any circumstance.

(f) In no event shall Delta or JLL Holdco be liable for any Delta Environmental Indemnity Claim or Pi Environmental Indemnity Claim, as applicable, first asserted after the Environmental Indemnity Claim Period.

Section 10.7 Specified Environmental Indemnity Claim Limitations.

(a) Notwithstanding Section 10.4(a)(iv) or Section 10.6, Delta shall not be required to provide indemnification for Losses arising or resulting from or relating to any Specified Environmental Indemnity Claim nor shall any such Losses incurred by the Newco Indemnified Parties be taken into account for purposes of the Environmental Basket to the extent that such Losses arise out of or result from (i) post-Closing Releases at the Sites, (ii) any change in the industrial use of a Site to a non-industrial use, (iii) any disclosure (except for such disclosures that are required by applicable Laws or by a Governmental Authority) to any Governmental Authority by any Newco Indemnified Party which causes any Governmental Authority to investigate or exercise its regulatory or enforcement authority in respect of any Delta Environmental Matter, (iv) any Cleanup or similar activity other than as required to comply with the minimum standards permissible for industrial use of the Sites pursuant to applicable Environmental Law, including, as applicable and permissible under applicable Environmental Law, the use of institutional controls, including deed restrictions, signs, fencing, buffers and controls (provided that such institutional controls shall not unreasonably restrict or limit the industrial activities being performed on the Sites), or (v) any environmental investigation, sampling or testing of soil, subsurface strata, surface water, groundwater, sediments, ambient air or building materials at, on, under or within any portion of the Sites that

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any Newco Indemnified Party performs or causes to be performed by any Person other than any such investigation, sampling or testing that is (x) in response to an immediate, imminent or substantial threat to human health or the environment as required under applicable Environmental Law or (y) required to be performed pursuant to Environmental Laws or by a Governmental Authority, other than any such investigation, sampling or testing required to be performed at any Site in relation to any post-closing expansion, closure, sale or lease termination at any site (unless any such expansion, closure, sale or lease termination has been approved by the Delta’s managing board prior to the Closing Date).

(b) Notwithstanding Section 10.4(a)(iv) or Section 10.6, to the extent that any Losses arising or resulting from or relating to a Delta Environmental Matter for which any Newco Indemnified Party seeks indemnification from Delta are exacerbated or increased after the Closing Date due to a negligent act or omission of any Newco Indemnified Party, or their respective Representatives, including contractors and subcontractors, or third parties acting on their own or under the supervision or direction of any Newco Indemnified Party, Delta shall not be required to provide indemnification for any such increase in Losses, and no such increased Losses shall be taken into account for purposes of the Environmental Basket.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Amendment and Modifications. This Agreement may be amended, modified or supplemented at any time by the parties hereto, but only by an instrument in writing signed on behalf of the parties.

Section 11.2 Extension; Waiver. At any time prior to the Closing, the parties hereto entitled to the benefits of the respective term or provision may (a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto or (c) waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of the party not entitled to the benefits of such extension or waiver. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of such right preclude other or further exercise thereof or any other right.

Section 11.3 Entire Agreement; Assignment. This Agreement (a) constitutes, together with the Dutch Offer Letter and the Interim Shareholders’ Agreement, the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof (other than the Confidentiality Agreement) and (b) shall not be assigned by operation of Law or otherwise; provided, however, that (i) Delta may assign its rights (but not its obligations) to any Wholly Owned Subsidiary of Delta, (ii) prior to the Closing, Newco may assign its rights under this Agreement and the Related Agreements, in whole or in part, to one or

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more Affiliates of Newco (and where applicable, such Affiliate shall enter into the applicable Related Agreement) and (iii) Newco may collaterally assign this Agreement and the Related Agreements, in whole or in part, to any Financing Source Parties or any other party providing debt financing to Newco or its Subsidiaries (in each case, unless to do so would restrict or delay the consummation of the transactions contemplated by this Agreement), but no such assignment shall relieve either party of its obligations hereunder.

Section 11.4 Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, each of which shall remain in full force and effect.

Section 11.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, telecopied (which is confirmed) or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses:

If to Newco, to:

JLL/Delta Patheon Holdings, L.P.

c/o JLL Partners, Inc.

450 Lexington Avenue, 31st Floor

New York, NY 10017

Attn:	Daniel Agroskin
	Michel Lagarde

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Rodney Square, P.O. Box 636

Wilmington, DE 19899-0636

Attn:   Robert B. Pincus

If to JLL Holdco, to:

c/o JLL Partners, Inc.

450 Lexington Avenue, 31st Floor

New York, NY 10017

Attn:	Daniel Agroskin
	Michel Lagarde

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Rodney Square, P.O. Box 636

Wilmington, DE 19899-0636

Attn:   Robert B. Pincus

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If to Delta, to:

c/o DSM Pharmaceutical Products, Inc.

45 Waterview Boulevard

Parsippany, NJ 07054

Attn:   Hugh C. Welsh

With a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn:	Edward Sonnenschein
	M. Adel Aslani-Far
	Shaun Hartley

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above (provided that notice of any change of address shall be effective only upon receipt thereof).

Section 11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

Section 11.7 Specific Performance. The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at Law would exist and damages would be difficult to determine, and that the parties shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy at Law or in equity. The parties further agree not to assert that a remedy of injunctive relief, specific performance or other equitable relief is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Each of the parties hereto hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at Law would be adequate and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.

Section 11.8 Publicity. Each of the parties to this Agreement hereby agrees with the other party hereto that no press release or similar public announcement or communication shall, if prior to, or after, the Closing, be made or be caused to be made (including by such parties’ respective Affiliates) concerning the execution or performance of this Agreement unless the parties shall have agreed in advance with respect thereto, except with respect to ordinary course press releases, public announcements or communications in connection with the Debt Financing. Notwithstanding the foregoing, (i) Delta may make or cause to be made any press release or similar public announcement or communication as may be required to comply with the requirements of any applicable Laws or the rules and regulations of

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any stock exchange upon which the securities of Delta are listed, (ii) Delta may disclose any information concerning the transactions contemplated hereby which it deems appropriate in its reasonable judgment, in light of its status as a publicly owned company, and (iii) JLL Partners, Inc. may disclose this Agreement and its terms to the limited partners of its investment funds under management with whom it has executed confidentiality agreements; provided, that in the case of (i) and (ii) above to the extent in the good faith judgment of Delta it is reasonably practicable to do so, Delta shall provide JLL Holdco reasonable opportunity in light of the circumstances to review such intended communication and shall consider any comments in good faith in advance of its issue.

Section 11.9 Jurisdiction; Forum, Etc.

(a) The parties hereto agree that the appropriate, exclusive and convenient forum for any disputes between any of the parties hereto arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in the State of New York. The parties hereto further agree that the parties will not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit (i) Delta’s or any of its Subsidiaries’ ability or right to join, implead or otherwise bring any third-party claim against JLL Holdco, Newco or any of its Subsidiaries in an Action brought against Delta or any of its Subsidiaries by a third party in a jurisdiction outside of the State of New York and JLL Holdco and Newco agree that, pursuant to Section 11.9(b), it (and its Subsidiaries, as applicable) will submit to such jurisdiction or (ii) JLL Holdco’s, Newco’s or any of its Subsidiaries’ ability or right to join, implead or otherwise bring any third-party claim against Delta or any of their respective Subsidiaries in an Action brought against Newco or any of its Subsidiaries by a third party in a jurisdiction outside of the State of New York and Delta agrees that, pursuant to Section 11.9(b), it (and its Subsidiaries, as applicable) will submit to such jurisdiction. The parties hereto further agree, to the extent permitted by Law, that final and non-appealable judgment against a party in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. Each of the parties hereto agrees that it will not bring any Action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against the Financing Source Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letters or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof).

(b) To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement, and (ii) submits to the personal jurisdiction of any court described in Section 11.9(a).

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(c) THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE, AND AGREE TO CAUSE THEIR RESPECTIVE SUBSIDIARIES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT OR THE EQUITY FINANCING. THE PARTIES HEREBY FURTHER WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY FINANCING SOURCE PARTIES IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT OR THE EQUITY FINANCING OR THE PERFORMANCE THEREOF.

Section 11.10 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 11.11 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. Facsimile transmission (including the e-mail delivery of documents in Adobe PDF format) of any signed original counterpart or retransmission of any signed facsimile transmission shall be deemed the same as the delivery of an original.

Section 11.12 Expenses.

(a) Except as otherwise expressly set forth herein, all costs and expenses (including legal fees, accounting fees, investment banking, brokerage, finders or similar fees, filing fees and other out-of-pocket expenses) incurred in connection with the negotiation, execution and consummation of the transactions contemplated by this Agreement any Related Agreements, any Service Level Agreements, the Arrangement Agreement or any other agreements referred to herein, respectively, shall be paid by the party incurring such fees and expenses. Notwithstanding the foregoing, if the Closing occurs in accordance with this Agreement and the transactions contemplated by this Agreement and the Arrangement Agreement are consummated, Newco shall be responsible for paying (or reimbursing) each of JLL Holdco and Delta all such costs and expenses incurred by each of them, and, in the case of Delta, Newco shall be responsible for paying (or reimbursing) Delta for (i) $2,000,000 of the internal expenses incurred by Delta in respect of the foregoing and (ii) all of Delta’s restructuring and reorganization costs incurred pursuant to Section 7.16 up to a maximum of $1,000,000; provided that each of Delta and JLL Holdco shall provide monthly good faith estimates in writing of such costs and expenses (excluding, in the case of Delta, its internal expenses) to the other through the term of this Agreement, as well as a good faith estimate of all such costs and expenses as of the date hereof. Newco shall pay any fees or expenses required to be paid by it pursuant to this Agreement by wire transfer of immediately available funds to one or more accounts designated in writing by JLL Holdco or Delta, as applicable, within 30 days following presentation to Newco of invoices therefor.

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(b) Notwithstanding the foregoing, Newco shall be responsible for and shall pay to Delta promptly following written invoice thereof, its portion of all costs and expenses actually incurred by Delta and its Retained Subsidiaries after Closing with respect to (i) a pro rata portion of the severance of any Person that is not a Business Employee, but who has provided services to the DPP Business or Newco or its Subsidiaries and (ii) without duplication of severance described in the foregoing clause (i), a pro rata portion of the “hanging” or “stranded” costs and expenses with respect to services provided by Delta or its Retained Subsidiaries to Newco or its Subsidiaries following Newco’s termination thereof upon 180 days’ prior notice to Delta or such other notice period as may be provided in the applicable Related Agreement or Service Level Agreement which covers such terminated services. The pro rata portion of the severance referenced in clauses (i) above shall equal the percentage of such Person’s working hours with Delta or its Affiliates that is allocated to the DPP Business prior to Closing or Newco or its Subsidiaries following the Closing, as documented in existing service agreements or intercompany agreements among Delta and its Subsidiaries, on the one hand, and the Transferred DPP Companies, Newco or their Subsidiaries, on the other hand, multiplied by the lesser of (A) the actual severance Liability with respect to such Person and (B) the cost of one year of service of such Person. The pro rata portion of the costs and expenses referenced in clause (ii) above shall equal 1.5x the annual costs associated with such service at the time of such termination as provided in the applicable Related Agreement or Service Level Agreement less the amount of any actual cost savings reasonably expected to be realized by Delta as a result of redeploying any Assets used to provide such services for use in the Excluded Businesses. The aggregate Liability for which Newco is responsible in respect of clause (ii) of this Section 11.12(b) shall not exceed €11,400,000.

Section 11.13 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

Section 11.14 Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Delta and Newco (and their respective Subsidiaries), Delta Counsel, Skadden and their respective partners and employees under Section 7.25, and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement, it being understood that the foregoing shall not limit the right of a Delta Indemnified Party or a Newco Indemnified Party to bring claims for indemnification under Section 10.4 in respect of Losses. In addition, the Financing Source Parties and their former, current and future assignees shall be considered third party beneficiaries with respect to, and shall be entitled to rely on, the last sentence of Section 10.1, Sections 11.6 (Governing Law) and 11.9 (Jurisdiction; Forum; Waiver of Jury Trial), and this Section 11.14.

Section 11.15 Interpretation. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on,” “set forth in” or “given effect in numbers on” a balance sheet or financial statement, to the extent any such phrase appears in such representation or warranty, to the extent that (a) there is a reserve, accrual or other similar item underlying a number on the face of such balance sheet or financial statement that relates to the subject matter of such representation or (b) such item is otherwise set forth on the face of such balance sheet or financial statement or in the notes thereto.

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When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “dollar” or “$” contained herein are to United States Dollars (unless otherwise specified). The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “date hereof” shall refer to the date of this Agreement. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Derivative forms of defined terms will have correlative meanings. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. The use of the words “or,” “either” and “any” shall not be exclusive. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date). If the Closing shall occur, notwithstanding anything in this Agreement to the contrary, any payment obligation of Newco hereunder shall be a joint and several obligation of Newco and the Transferred DPP Companies and their Subsidiaries (other than any Transferred DPP Companies or Subsidiaries thereof that, at such time, have not been transferred, directly or indirectly, to Newco in accordance with this Agreement).

Section 11.16 Schedules. The disclosure of any matter in any section of any Delta Disclosure Schedule shall expressly not be deemed to constitute an admission by Delta, or to otherwise imply, that any such matter is material for the purpose of this Agreement. Any information, item or other disclosure set forth in any section of any Delta Disclosure Schedule shall be deemed to have been set forth in any other section of such Delta Disclosure Schedule, if the relevance of such disclosure to such other section is reasonably apparent from the facts specified in such disclosure.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

JLL PATHEON CO-INVESTMENT FUND, L.P.
By its general partner,
JLL Partners Fund VI (Patheon), L.P.,
By its general partner,
JLL Associates VI (Patheon), L.P.
By its general partner,
JLL Associates GP V (Patheon), Ltd.
By:	/s/ Paul S. Levy
	Name:	Paul S. Levy
	Title:	Authorized Person

[JLL Patheon Co-Investment Fund, L.P. Signature Page to Contribution Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

JLL/DELTA PATHEON HOLDINGS, L.P.
By its general partner,
JLL/Delta Patheon GP, Ltd.
By:	/s/ Michel Lagarde
	Name:	Michel Lagarde
	Title:	Director

[JLL/Delta Patheon Holdings, L.P. Signature Page to Contribution Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

KONINKLIJKE DSM N.V.
By:	/s/ Hugh C. Welsh
	Name:	Hugh C. Welsh
	Title:	President, DSM North America
By:	/s/ Michael W. Wahl
	Name:	Michael W. Wahl
	Title:	Vice President, Mergers & Acquisitions

[Koninklijke DSM N.V. Signature Page to Contribution Agreement]

ANNEX A

DEFINITIONS

For purposes of this Agreement, the following terms, when used in this Agreement, shall have the meanings assigned to them in this Annex A.

“AAA Rules” shall have the meaning set forth in Section 10.5(c).

“Acceptance Notice” shall have the meaning set forth in Section 1.4(b).

“Accounting Firm” shall have the meaning set forth in Section 2.3(b)(ii).

“Acquisition” shall have the meaning set forth in the recitals.

“Action” shall mean any action, claim, suit, arbitration, subpoena, discovery request, hearing, demand letter, warning letter, proceeding, or known investigation by or before any court or grand jury, any Governmental Authority or arbitration tribunal.

“Affiliate” shall mean, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by Contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of this Agreement, (i) the Transferred DPP Companies and their respective Subsidiaries shall be deemed to be (a) Affiliates of Delta (but not Newco) prior to Closing and (b) Affiliates of Newco (but not Delta) as of and following Closing and (ii) Newco shall not be deemed to be an Affiliate of Delta at any time.

“Agreement” shall have the meaning set forth in the preamble.

“Anticorruption Laws” shall have the meaning set forth in Section 4.21.

“Arrangement Agreement” shall have the meaning set forth in the recitals.

“Asset” shall mean, with respect to any Person, any and all of such Person’s right, title and ownership interest in and to all of the properties, assets, claims, Contracts and businesses of every kind, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever located, including the following: (i) all Cash Equivalents, notes and accounts receivable (whether current or non-current); (ii) all real properties, including plants, buildings and other structures and improvements (including construction in progress) located thereon, fixtures contained therein and appurtenances thereto (including, in the case of the Transferred DPP Companies and their Subsidiaries, the Real Property); (iii) all leases and subleases and all machinery, Equipment (including all transportation and office Equipment), fixtures, trade fixtures and furniture; (iv) all office supplies, production supplies, spare parts, other miscellaneous supplies and other tangible

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property of any kind; (v) all capital stock, partnership interests and other equity or ownership interests or rights, directly or indirectly, in any Subsidiary or other entity; (vi) all raw materials, work-in-process, finished goods, consigned goods and other inventories; (vii) all Intellectual Property; (viii) all rights existing under all Contracts; (ix) all IT Assets, (x) all prepayments, deposits, performance bonds or prepaid expenses and, to the extent they constitute an Asset and not a Liability of such party, current and deferred tax accounts; (xi) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind; (xii) all customer lists and records pertaining to customers and accounts, personnel records, all lists and records pertaining to suppliers and agents, and all books, ledgers, files and business records of every kind; (xiii) all advertising materials and all other printed or written materials, including purchase orders, forms, labels, shipping materials, catalogues, sales brochures, operating manuals, and instructional documents; (xiv) all permits, licenses, approvals and authorizations, to the extent transferable, of Governmental Authorities or third parties relating to the ownership, possession or operation of the Assets; (xv) all goodwill as a going concern and all other general intangible properties; (xvi) all employee Contracts, including the right thereunder to restrict an employee from competing in certain respects; and (xvii) all trucks, automobiles and other vehicles.

“Assumed Liabilities” shall mean any and all Liabilities (other than the Retained Liabilities), whether arising before, on or after the Closing Date, of Delta, the DPP Share Sellers, any of their Affiliates, Subsidiaries or divisions or any of the Transferred DPP Companies and their Subsidiaries or any of their predecessor companies or businesses, to the extent relating to, resulting from or arising out of the present, past or future operation, conduct or actions of the DPP Business, or, except to the extent related to their use in the Excluded Business, the present, past or future ownership or use of the DPP Assets, including the following:

(i) all Liabilities assumed by, retained or agreed to be performed by Newco or any of its Subsidiaries (including the Transferred DPP Companies or any of their Subsidiaries) pursuant to the terms of this Agreement or any Related Agreement or Service Level Agreement;

(ii) all Liabilities included in Final Net Working Capital and Final Net Indebtedness;

(iii) all Liabilities related to the employment or retention by Delta and its Affiliates or the Transferred DPP Companies and any of their Subsidiaries of any current or former Business Employee (including all Liabilities under or otherwise related to any Transferred Business Plan), other than (i) any project bonuses as set forth on Section 4.12(a) of the Delta Disclosure Schedule, which shall be paid by Delta, and (ii) all other Liabilities expressly contemplated by this Agreement to be retained by Delta;

(iv) Newco’s obligations relating to, resulting from or arising out of the Delta Guarantees or the Delta LCs pursuant to Section 7.8;

(v) Newco’s or any Subsidiary of Newco’s (including any Transferred DPP Company’s or any Subsidiary of any Transferred DPP Company’s) portion of Shared Contractual Liabilities pursuant to Section 7.15;

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(vi) all Indebtedness specifically assumed by Newco or its Subsidiaries listed on Section A(1) of the Delta Disclosure Schedule;

(vii) all rights to indemnification, limitations on liability and rights to exculpation existing in favor of any current or former officers, directors, partners, members, managers or employees of the Transferred DPP Companies or their Subsidiaries, relating to matters prior to or following the Closing as provided in the organizational documents of the Transferred DPP Companies and their Subsidiaries or any Contract;

(viii) all Liabilities for Taxes for which Newco is responsible pursuant to Article VIII; and

(ix) all Liabilities arising from, under or relating to any Environmental Claim, Environmental Law, Environmental Permit, or Hazardous Substance in respect to the business and operations of the Transferred DPP Companies or any of their Subsidiaries and DPP Assets.

“Audited Financial Statements” shall have the meaning set forth in Section 4.6.

“Auditor” shall have the meaning set forth in Section 4.6.

“Basket” shall have the meaning set forth in Section 10.4(h).

“Big MAC” shall have the meaning set forth in Section 9.3(a).

“Biologics Business” shall mean the business of the DSM Biologics business unit of DSM Pharmaceutical Products, Inc., including the business of providing manufacturing technology and services and licensing services to the bio pharmaceutical industry.

“Biologics Earnout EBITDA” shall have the meaning set forth in Section 2.4(a).

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which United States banks are closed generally.

“Business Employee” shall mean each individual who is an employee of Delta or any of its Affiliates immediately prior to the Closing and devotes at least seventy-five percent (75%) of his or her working time as an employee of Delta or its Affiliates to the DPP Business as of the date hereof through the period ending immediately before the Closing Date.

“Cap” shall have the meaning set forth in Section 10.4(j).

“Cash Amount” shall have the meaning set forth in Section 2.1(a).

“Cash Equivalents” shall mean (i) cash and (ii) checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of Indebtedness issued or guaranteed by any Governmental Authority to the extent constituting “Cash Equivalents” under IFRS; provided, however, that

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Cash Equivalents shall include only (i) the full amount of Cash Equivalents up to $2,000,000 (“Operating Cash”) and (ii) 55% of any additional amount of Cash Equivalents (other than Operating Cash) up to $8,000,000.

“Class B Unit” shall have the meaning set forth in the Newco Partnership Agreement.

“Cleanup” shall mean all actions required to: (1) cleanup, remove, treat or remediate Hazardous Substances in the indoor or outdoor environment; (2) prevent the Release of Hazardous Substances so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (3) perform pre-remedial studies and investigations and post-remedial monitoring and care; or (4) respond to requests of any Governmental Authority for information or documents in any way relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Substances in the indoor or outdoor environment.

“Closing” shall have the meaning set forth in Section 2.2(a).

“Closing Adjustment Amounts” shall have the meaning set forth in Section 2.3(b)(i).

“Closing Balance Sheet Principles” shall mean (i) the accounting principles, procedures, policies, practices and methods specified on Exhibit E and (ii) to the extent not specified on Exhibit E, IFRS consistent with the accounting principles, procedures, policies, practices and methods applied in preparation of the balance sheet of the DPP Business as of December 31, 2012 contained in the Financial Statements with any inconsistency between the principles of presentation in the balance sheet of the DPP Business as of December 31, 2012 contained in the Financial Statements and the principles, procedures, policies, practices and methods described on Exhibit E to be resolved in favor of Exhibit E. The Preliminary Closing Balance Sheet shall be prepared giving effect to the Pre-Closing Restructuring Transactions, assumption of the Assumed Liabilities and the other transactions contemplated hereby.

“Closing Date” shall have the meaning set forth in Section 2.2(a).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Confidential Information” shall mean the DPP Confidential Information and the Delta Confidential Information, as applicable.

“Confidentiality Agreement” shall mean that certain Mutual Non-Disclosure Agreement, dated as of April 8, 2013 by and among DSM Pharmaceutical Products, Inc., Pi and JLL Partners, Inc., as amended.

“Consultation Process” shall have the meaning set forth in Section 1.4(a).

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“Contract” shall mean any written contract, agreement, lease, license (other than Permits), instrument or other commitment that is binding on any Person or entity or any part of its property under applicable Law.

“Copyrights” shall have the meaning set forth in the definition of Intellectual Property.

“Country-Specific IP Assignments” shall have the meaning set forth in Section 7.16(d).

“Debt Commitment Letter” shall have the meaning set forth in Section 7.18(a).

“Debt Financing” shall have the meaning set forth in Section 7.18(a).

“Deficit Amount” shall have the meaning set forth in Section 2.3(c)(ii).

“Delayed DPP Asset” shall have the meaning set forth in Section 7.17(a).

“Delta” shall have the meaning set forth in the preamble.

“Delta Actual Environmental Losses” shall have the meaning set forth in Section 10.6(d).

“Delta Actual Losses” shall have the meaning set forth in Section 10.5(d).

“Delta Books and Records” shall mean the books and records, including all computerized books and records, of or owned by Delta and its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries), other than the Transferred DPP Books and Records and any copies of or backup data files associated with the Transferred DPP Books and Records.

“Delta Confidential Information” shall have the meaning set forth in Section 7.12(b).

“Delta Contribution” shall have the meaning set forth in Section 2.1(b).

“Delta Counsel” shall have the meaning set forth in Section 7.25(a).

“Delta Disclosure Schedule” shall mean the disclosure schedule that Delta has delivered to Newco as of the date of this Agreement.

“Delta Environmental Claims Amount” shall have the meaning set forth in Section 10.6(a).

“Delta Environmental Matters” shall mean the matters set forth on Section 10.4(a)(iv) of the Delta Disclosure Schedule related to the Sites.

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“Delta Environmental Overage” shall exist when (and shall be equal to the amount by which) (A) the Delta Environmental Claims Amount plus the Delta Estimated Environmental Losses exceeds (B) the Pi Environmental Claims Amount plus the Pi Estimated Environmental Losses. For the avoidance of doubt, the Delta Environmental Claims Amount shall not include the Delta Estimated Environmental Losses and the Pi Environmental Claims Amount shall not include the Pi Estimated Environmental Losses.

“Delta Environmental Indemnity Claim” shall have the meaning set forth in Section 10.6(a).

“Delta Environmental Payment Amount” shall have the meaning set forth in Section 10.6(d).

“Delta Estimated Environmental Losses” shall have the meaning set forth in Section 10.6(b).

“Delta Estimated Losses” shall have the meaning set forth in Section 10.5(d).

“Delta Estimated Representation Losses” shall have the meaning set forth in Section 10.5(b).

“Delta Guarantees” shall mean all obligations of Delta or any of the Retained Subsidiaries under any Contract (other than the Delta LCs) in existence as of the Closing Date to the extent arising out of the DPP Business for which Delta or any of the Retained Subsidiaries is or may be liable, as guarantor, or for which Delta or any of the Retained Subsidiaries is required to provide financial support in any form whatsoever or by reason of performance guarantees, including those obligations set forth on Section 7.16 of the Delta Disclosure Schedule, but in any case excluding (x) obligations under Shared Contracts and (y) obligations relating to indebtedness for borrowed money of Delta and its Subsidiaries that is not an Assumed Liability.

“Delta Indemnified Parties” shall have the meaning set forth in Section 10.4(b).

“Delta Insurance Policies” shall have the meaning set forth in Section 7.26.

“Delta LCs” shall have the meaning set forth in Section 7.8(b).

“Delta Matter” shall have the meaning set forth in Section 3.2.

“Delta Note” shall mean the note issued by the Note Issuer to Delta as part of the consideration for the contribution of the shares of DSM Agro Services B.V. to the Note Issuer pursuant to the Pre-Closing Restructuring Transactions. The principal amount of the Delta Note shall be subject to adjustment as provided herein. Each such adjustment to the principal amount of the Delta Note shall be deemed to have occurred as an adjustment to the original principal amount of the Delta Note upon issuance (and, in the event of multiple adjustments, successive cumulative adjustments shall be made) and all interest payable thereon shall be adjusted to take into account such adjustment as if it occurred as of the date of issuance.

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“Delta Note Transfer” shall mean the transfer of the Delta Note to a Person that is not an Affiliate of Delta.

“Delta Representation Claim” shall have the meaning set forth in Section 10.5(a).

“Delta Representation Claims Amount” shall have the meaning set forth in Section 10.5(a).

“Delta Representation Claim Overage” shall exist when (and shall be equal to the amount by which) (A) the Delta Representation Claims Amount plus the Delta Estimated Representation Losses exceeds (B) the Pi Representation Claims Amount plus the Pi Estimated Representation Losses. For the avoidance of doubt, the Delta Representation Claims Amount shall not include the Delta Estimated Representation Losses and the Pi Representation Claims Amount shall not include the Pi Estimated Representation Losses.

“Delta Representation Payment Amount” shall have the meaning set forth in Section 10.5(d).

“Delta Unresolved Claim” shall have the meaning set forth in Section 10.5(d).

“Delta Unresolved Environmental Claim” shall have the meaning set forth in Section 10.6(d).

“DeMinimis Losses” shall have the meaning set forth in Section 10.4(h).

“Dispute Notice” shall have the meaning set forth in Section 2.3(b)(ii).

“DOJ” shall have the meaning set forth in Section 4.4.

“DPP Affiliates” shall mean Delta and its Affiliates (excluding the Transferred DPP Companies and their Subsidiaries) that hold, lease or license any DPP Assets or conduct any part of the DPP Business.

“DPP Assets” shall mean all right, title and interest, as of immediately prior to Closing, of Delta, the DPP Share Sellers, the DPP Affiliates and their respective Affiliates (including the Transferred DPP Companies and their Subsidiaries) in the Exclusive Assets and all Assets (other than the Retained IP and the Exclusive Assets) primarily used or primarily held for use in connection with the DPP Business (excluding the Excluded Assets), including:

(i) the Transferred DPP Companies;

(ii) the Owned Real Property;

(iii) the leasehold interests in the Leased Real Property;

(iv) all Equipment (and leases thereof) primarily used or primarily held for use in connection with the DPP Business;

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(v) the DPP Inventories;

(vi) all Contracts to which Delta or any of its Subsidiaries is a party or by which any of the DPP Assets is subject (other than any of the foregoing constituting an IP Contract or IT Asset or constituting the Excluded Assets);

(vii) all rights of the Transferred DPP Companies and their Subsidiaries under the Related Agreements and Service Level Agreements;

(viii) any Asset that was transferred to a Transferred DPP Company or any of its Subsidiaries (or any interest of any Transferred DPP Company or any of its Subsidiaries in any lease, sublease, license or sublicense of any Asset), other than those Assets sold, transferred or disposed of since the date of such transfer, lease, sublease, license or sublicense;

(ix) all Transferred DPP Books and Records;

(x) all Transferred IP Contracts;

(xi) the intercompany receivables, as of the Closing, for amounts due and owing solely among or between any of the Transferred DPP Companies and their Subsidiaries;

(xii) any rights and claims of Delta or any of its Subsidiaries under any confidentiality agreement, to the extent related to the DPP Business;

(xiii) all Transferred Business Plans including any Assets under or attributable to Transferred Business Plans;

(xiv) the DPP IT Assets; and

(xv) the Intellectual Property Assets set forth on Section 4.15(a) of the Delta Disclosure Schedule,

but in the case of each of the foregoing, excluding the Excluded Assets.

“DPP Business” shall mean, as comprised on or prior to the Closing Date, the businesses, activities and operations comprising the pharmaceutical products business group of Delta or currently carried out by its business units, as reflected in the Financial Statements.

“DPP Confidential Information” shall have the meaning set forth in Section 7.12(a).

“DPP Inventories” shall mean all inventory of raw materials, supplies and consumables, packaging material, work-in-progress or finished goods primarily used or primarily held for use in the operation and conduct of the DPP Business and owned by Delta or any of its Subsidiaries (including the Transferred DPP Companies or any their Subsidiaries).

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“DPP IT Assets” means all right, title and interest of Delta, the other DPP Share Sellers and their respective Affiliates (including the Transferred DPP Companies and their Subsidiaries) in (i) the IT Assets (other than Contracts and Assets identified in Section A(2) of the Delta Disclosure Schedule as Excluded Assets) that are exclusively used or exclusively held for use in the DPP Business as of the Closing and during the twelve (12) month period prior to the Closing (or for the life of such applicable IT Asset prior to the Closing, if such life span is less than twelve (12) months as of the Closing), and (ii) the IT Assets set forth on Section A(3) of the Delta Disclosure Schedule.

“DPP Share Sellers” shall mean the Persons set forth in Section A(4) of the Delta Disclosure Schedule, as such Delta Disclosure Schedule may be amended by Delta to reflect any amendment to the Pre-Closing Restructuring Transactions in accordance with Section 7.16 (provided that any entities included on such amended Schedule are Wholly Owned Subsidiaries of Delta) prior to the Closing Date, or such other Retained Subsidiaries that own DPP Shares as of the Closing Date.

“DPP Shares” shall have the meaning set forth in Section 1.1.

“Due Date” shall have the meaning set forth in Section 8.3(c).

“Dutch Business Employees” shall mean Business Employees who are employed in the Netherlands.

“Dutch Entities” shall have the meaning set forth in Section 1.4(a).

“Dutch Interests” shall have the meaning set forth in Section 1.4(a).

“Dutch Offer Letter” shall have the meaning set forth in Section 1.4(a).

“Dutch Purchase Price” shall have the meaning set forth in Section 1.4(b)

“Dutch Works Council” shall mean the central works council of DSM Nederland B.V. and any other works council of Delta or any one or more of its Subsidiaries having a right to advice in accordance with Article 25 of the Dutch Works Council Act including the committee that has been established in respect of the Transaction Process.

“Earnout Dispute Notice” shall have the meaning set forth in Section 2.4(a)(i).

“Earnout Payment” shall have the meaning set forth in Section 2.4(a).

“Earnout Resolution Period” shall have the meaning set forth in Section 2.4(a)(i).

“Earnout Review Period” shall have the meaning set forth in Section 2.4(a)(i).

“Earnout Statement” shall have the meaning set forth in Section 2.4(a).

“Effective Time” shall have the meaning set forth in Section 2.2(a).

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“Employee Benefit Plan” shall have the meaning set forth in Section 4.12(a).

“Encumbrance” shall mean any lien, encumbrance, claims, prejudgment or executor attachment, security interest, charge, mortgage, deed of trust, deed to secure debt, conditional sale agreement, option, depository receipts for shares, pledge or restriction on transfer of title or voting of any nature whatsoever; provided that “Encumbrance” shall not be deemed to include the restrictions imposed by federal, state and foreign securities Laws and any security interest incurred pursuant to financings by Delta or any Subsidiary thereof that will be released prior to the Closing without material expense to Newco.

“Environmental Basket” shall have the meaning set forth in Section 10.6(e).

“Environmental Cap” shall have the meaning set forth in Section 10.6(e).

“Environmental Claim” shall mean any Action alleging potential liability (including potential liability for investigatory costs, Cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, medical monitoring or penalties) arising out of, based on or resulting from: (i) the presence, Release or threatened Release of any Hazardous Substance at any location; (ii) exposure to any Hazardous Substance; or (iii) circumstances forming the basis of any violation of any Environmental Laws or Environmental Permits.

“Environmental Expert” shall have the meaning set forth in Section 10.6(c).

“Environmental Indemnity Claim Period” shall mean the period from the Closing Date to November 18, 2015.

“Environmental Laws” shall mean all Laws relating to pollution or protection of human health or safety or the environment, including Laws relating to the exposure to, or Release, threatened Release or the presence of Hazardous Substances, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances and all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all Laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

“Environmental Permit” shall mean any permit, license, approval or other authorization under any applicable Law or of any Governmental Authority relating to Environmental Laws or Hazardous Substances.

“Equipment” shall mean all equipment, fixtures, physical facilities, machinery, inventory, spare parts, supplies, tools and other tangible personal property but excluding any IT Assets.

“Equity Commitment Letter” shall have the meaning set forth in Section 5.6.

“Equity Financing” shall have the meaning set forth in Section 5.6.

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“ERISA” shall have the meaning set forth in Section 4.12(a).

“ERISA Affiliate” shall have the meaning set forth in Section 4.12(a)

“Estimated Net Cash” shall have the meaning set forth in Section 2.3(a).

“Estimated Net Indebtedness” shall have the meaning set forth in Section 2.3(a).

“Estimated Net Working Capital” shall have the meaning set forth in Section 2.3(a).

“Estimated Working Capital Overage” means the amount, if any, by which Estimated Net Working Capital exceeds $170,000,000.

“Estimated Working Capital Underage” means the amount, if any, by which Estimated Net Working Capital is less than $130,000,000.

“EU Merger Regulations” shall mean European Union Council Regulation No. 139/2004 of January 20, 2004.

“Excess Amount” shall have the meaning set forth in Section 2.3(c)(i).

“Excluded Assets” shall mean (i) all Assets constituting ownership interests in, or that are used or held for use in, the Excluded Businesses but are not Assets primarily used or primarily held for use in the DPP Business; (ii) all Cash Equivalents (except to the extent that Cash Equivalents are held by any of the Transferred DPP Companies or their Subsidiaries as of the Effective Time, in which case such Cash Equivalents are not “Excluded Assets”); (iii) all intercompany receivables, as of the Closing, for amounts due and owing solely among or between Delta or any of the Retained Subsidiaries; (iv) with respect to the DPP Affiliates, all Tax losses and Tax loss carry forwards and rights to receive refunds, credits and credit carry forwards with respect to any and all Taxes, in each case if such are of the DPP Affiliates under applicable Law, to the extent attributable to a taxable period (or portion thereof) ending on or prior to the Closing Date, including interest thereon, whether or not the foregoing is derived from the DPP Business; (v) with respect to the DPP Affiliates, any deposit or similar advance payment with respect to Taxes; (vi) all current and prior insurance policies of Delta or any of its Subsidiaries and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, except as provided in Section 7.26; (vii) all legal and beneficial interest in the share capital or equity interests of Retained Subsidiaries; (viii) all rights of the DPP Share Sellers under this Agreement and any documents delivered or received in connection herewith; (ix) all Retained IP; (x) all IT Assets of Delta and its Subsidiaries (other than the DPP IT Assets); (xi) all Assets under or in any way attributable to Employee Benefit Plans (other than Assets under or attributable to Transferred Business Plans); (xii) all files (including all emails) relating to any Action included in the Retained Liabilities; (xiii) all email accounts relating to the DPP Business; (xiv) all emails relating to the DPP Business (A) that are dated between the date that is one month prior to the date of this Agreement and the Closing Date and that relate to any matter that is the subject of a litigation or dispute between Delta or any of its Subsidiaries, on the one hand, and Newco or any

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of its Subsidiaries, on the other hand, or (B) that are dated earlier than the date that is one month prior to the date of this Agreement; and (xv) any servers or hard drives that store information relating to, or otherwise used by, both the DPP Business and any Excluded Businesses, except to the extent information relating to any Excluded Business is or is contemplated to be deleted from such server or hard drive.

“Excluded Businesses” shall mean all of the former, present or future businesses of Delta and its Subsidiaries, other than the DPP Business. For the avoidance of doubt, the Excluded Business shall include all of the businesses, activities and operations (other than the DPP Business) of Delta and its Affiliates reflected in the Royal DSM Integrated Annual Report 2012.

“Excluded Shared Contracts” shall have the meaning set forth in Section 7.15(c).

“Exclusive Assets” shall mean (i) the Intellectual Property owned by the Transferred DPP Companies and their Subsidiaries and the Intellectual Property owned by Delta and any of its Subsidiaries and Affiliates and (ii) Permits (other than Non-Transferable Permits) owned, utilized or licensed by Delta or any of its Subsidiaries, in the case of both clauses (i) and (ii), only if exclusively used or held for use in connection with the DPP Business, and shall include all the Intellectual Property Assets set forth on Section 4.15(a) of the Delta Disclosure Schedule other than the patent and trademark rights identified in Section A(7) of the Delta Disclosure Schedule.

“Exit Event” shall have the meaning set forth in the Newco Partnership Agreement; provided, that clause (ii) of such definition shall not apply for purposes of this Agreement.

“FDA” shall mean the United States Food and Drug Administration.

“Final Adjustment Amounts” shall have the meaning set forth in Section 2.3(b)(ii).

“Final Net Cash” shall have the meaning set forth in Section 2.3(b)(ii).

“Final Net Indebtedness” shall have the meaning set forth in Section 2.3(b)(ii).

“Final Net Working Capital” shall have the meaning set forth in Section 2.3(b)(ii).

“Final Working Capital Overage” means the amount, if any, by which Final Net Working Capital exceeds $170,000,000.

“Final Working Capital Underage” means the amount, if any, by which Final Net Working Capital is less than $130,000,000.

“Financial Statements” shall have the meaning set forth in Section 4.6(a).

“Financing Source Parties” shall mean the entities that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Debt

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Financing, any of the Debt Commitment Letters or other financings (other than the Equity Financing) in connection with the transactions contemplated hereby, including the parties to any joinder agreements, indentures or credit agreements entered pursuant thereto or relating thereto, together with of their respective former, current, or future general or limited partners, direct or indirect shareholders or equity holders, managers, members, Representatives or any former, current or future general or limited partner, direct or indirect shareholder or equity holder, manager, member, Representative of any of the foregoing.

“Foreign Benefit Plan” shall have the meaning set forth in Section 4.12(k).

“Foreign Company” shall mean any of the Transferred DPP Companies or any of their respective Subsidiaries that is organized under the Laws of a country other than the United States.

“Foreign Pension Plan” shall mean any pension benefit plan maintained by Delta or its Affiliates (whether or not funded) in which any Non-US DPP Employees participate as identified as a Foreign Pension Plan on Section 4.12(a) of the Disclosure Schedule.

“FTC” shall have the meaning set forth in Section 4.4.

“Fundamental Representations” shall have the meaning set forth in Section 10.3.

“Fund V” shall have the meaning set forth in the recitals.

“GAAP” shall mean generally accepted accounting principles in the United States, at the relevant time, applied on a consistent basis.

“General Partnership Unit” shall have the meaning assigned to such term in the Newco Partnership Agreement.

“General Representation Survival Period” shall have the meaning set forth in Section 10.3.

“Governmental Authority” shall mean any nation or government, any state, territorial, local, municipality or other political subdivision thereof and any entity, body, agency, tribunal, quasi-governmental entity, judicial or arbitral body, board, bureau, agency or instrumentality, commission or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Governmental Filings” shall have the meaning set forth in Section 4.4.

“GP” shall have the meaning set forth in the recitals.

“Hazardous Substance” shall mean any (a) substances defined, listed, classified or regulated as “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”,

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“contaminants”, “pollutants”, “wastes”, “radioactive materials, “petroleum”, “oils”, or words of similar import under any Environmental Law, and (b) any other chemical, material or substance that is regulated or for which liability can be imposed under any Environmental Law.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“IFRS” shall mean International Financial Reporting Standards as in effect on the date or for the period with respect to which such principles are applied (it being understood that all concepts of materiality shall be measured by reference to the DPP Business and not to Delta and its Affiliates).

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, whether secured or unsecured, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or Assets purchased by such Person (excluding trade payables incurred in the ordinary course of business), (d) all Indebtedness of others secured by any mortgage, lien, pledge, or other Encumbrance on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (e) all lease obligations of such Person which are required to be capitalized in accordance with IFRS, (f) breakage costs associated with interest rate or currency obligations, including swaps, hedges or similar agreements, (g) obligations evidenced by letters of credit, surety bonds, bank guarantees and similar instruments (solely to the extent drawn), (h) obligations in respect of accrued but unpaid dividends and (i) guarantees of any such Indebtedness described in clauses (a) – (g) of any other Person.

“Indebtedness Amount” shall have the meaning set forth in Section 2.1(a).

“Indemnified Party” shall have the meaning set forth in Section 10.4(f)(i).

“Indemnifying Party” shall have the meaning set forth in Section 10.4(f)(i).

“Information” shall have the meaning set forth in Section 7.9.

“Intellectual Property” shall mean all (i) patents, patent applications, invention disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof (“Patents”), (ii) trademarks, service marks, names, corporate names, trade names, domain names, logos, slogans, trade dress, design rights, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (“Trademarks”), (iii) copyrights and copyrightable subject matter (“Copyrights”), (iv) trade secrets and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies (excluding, for the avoidance of doubt, Patents) (“Know-How”) and (v) all applications and registrations for the foregoing.

“Interim Financial Statements” shall have the meaning set forth in Section 4.6(a).

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“Investment Canada Act” means the Investment Canada Act (Canada), as amended, and the regulations promulgated thereunder.

“Investment Canada Act Approval” means receipt by Newco of written evidence from the responsible Minister under the Investment Canada Act that the Minister is satisfied or deemed to have been satisfied that the transactions contemplated by the Arrangement Agreement are likely to be of net benefit to Canada pursuant to the Investment Canada Act.

“IP Assignment Agreement” means the Intellectual Property assignment agreement, substantially in the form attached as Exhibit H.

“IP Contracts” means Contracts in which (i) the receiving or granting or limiting of rights in or to any Intellectual Property, or (ii) confidentiality of any Intellectual Property is material to the subject matter of the Contract.

“IRS” shall mean the United States Internal Revenue Service or any successor agency.

“IT Assets” means all software, computer systems, databases, data rights and documentation, reference and resource materials relating thereto, radio licenses, Internet domain names, all Contracts and Contract rights associated with any of the foregoing (including software license agreements, source code escrow agreements, support and maintenance agreements, electronic database access Contracts, website hosting agreements, software or website development agreements, outsourcing agreements, service provider agreements, interconnection agreements, governmental permits, radio licenses and telecommunications agreements).

“JLL Contribution” shall have the meaning set forth in Section 1.2.

“JLL Holdco” shall have the meaning set forth in the preamble.

“JLL Holdco Material Adverse Effect” shall mean any actual change, event or effect that, individually or in the aggregate with all other actual changes, events and effects, impairs, hinders or adversely affects in any material respect the ability of JLL Holdco and its Affiliates to effect the JLL Contribution or consummate the other material transactions contemplated hereby.

“JLL Holdco Matters” shall have the meaning set forth in Section 3.2.

“Key Customer” shall mean the ten (10) most significant customers of the DPP Business, based on dollar sales volumes of the DPP Business (calculated using the IFRS methods of revenue recognition, including the percentage-of-completion method of revenue recognition for certain products sold to or purchased from certain customers and suppliers) during the twelve (12) month period ended December 31, 2012.

“Key Supplier” shall mean the ten (10) most significant suppliers of the DPP Business, based on amounts invoiced (calculated using the IFRS methods of revenue recognition, including the percentage-of-completion method of revenue recognition for certain products sold to or purchased from certain customers and suppliers) during the twelve (12) month period ended December 31, 2012.

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“Know-How” shall have the meaning set forth in the definition of Intellectual Property.

“Knowledge” shall mean, with respect to Delta, the actual knowledge of any of the Persons listed on Section A(5) of the Delta Disclosure Schedule. The term “Known” and other forms of the word “Know” have the correlative meanings.

“Interim Shareholders’ Agreement” shall have the meaning set forth in the recitals.

“Law” shall mean any law, statute (including the Code), ordinance, rule, regulation, order, writ, judgment, injunction (preliminary or permanent), decree, stipulation, award or any settlement agreement of or with any Governmental Authority.

“Leased Real Property” shall mean the real property leased or subleased by one of the Transferred DPP Companies or a Subsidiary thereof or a DPP Affiliate (in respect of the DPP Business) pursuant to a Lease as set forth on Section A(6) of the Delta Disclosure Schedule (as such schedule may be updated by Delta prior to the Closing in connection with the Pre-Closing Restructuring Transactions with the prior written consent of Newco (such consent not to be unreasonably withheld, conditioned or delayed)), together with, to the extent also owned or leased by one of the Transferred DPP Companies or a Subsidiary thereof or a DPP Affiliate (in respect of the DPP Business), all improvements located thereon.

“Leases” shall mean all leases and subleases, pursuant to which any Transferred DPP Company or a Subsidiary thereof or a DPP Affiliate (in respect of the DPP Business) has a leasehold interest in Assets.

“Liabilities” shall mean any and all Indebtedness, liabilities and obligations, whether accrued, fixed or contingent, mature or inchoate, known or unknown, reflected on a balance sheet or otherwise, including those arising under any Law or any judgment of any court of any kind or any award of any arbitrator of any kind, and those arising under any Contract, commitment or undertaking.

“Liquidity Issue” shall have the meaning set forth in Section 3.2.

“Losses” shall mean any and all damages, losses, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs, Taxes and expenses (including the reasonable costs and expenses of attorneys incurred in the defense thereof), but excluding consequential damages, special damages, incidental damages (other than arising by reason of or resulting from efforts to mitigate Losses), loss of profits, loss of business reputation, diminution in value or damages based on multiple of earnings or discounted cash flow or any other comparable method of valuation, indirect or punitive damages (other than such damages awarded to any third party against an Indemnified Party).

“LTM EBITDA” shall have the meaning set forth in Section 2.4(a).

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“Material Adverse Effect” shall mean any change, event, circumstance, development or effect that, individually or in the aggregate with other changes, events, circumstances, developments or effects, (a) has had or would reasonably be expected to have a material adverse effect on the business, Assets, results of operations or condition (financial or otherwise) of the DPP Business, taken as a whole, or (b) has materially impaired or materially delayed, or would reasonably be expected to materially impair or materially delay, the ability of Delta to consummate the transactions contemplated by this Agreement, other than, in each case, to the extent any change, event, circumstance, development or effect that results from, arises out of or is related to (i) general economic conditions (including changes in (A) financial or market conditions, (B) currency exchange rates, (C) prevailing interest rates or credit markets, or (D) the price of commodities or raw materials used in the DPP Business) (except to the extent the DPP Business is materially disproportionately adversely affected by such conditions relative to other participants in industries in which the DPP Business operates (in respect of the business conducted by them in such industries)), (ii) local, regional, national or international conditions in any of the industries or markets in which the DPP Business is conducted (except to the extent the DPP Business is materially disproportionately adversely affected by such conditions relative to other participants in industries in which the DPP Business operates (in respect of the business conducted by them in such industries)), (iii) changes in Law or IFRS or the interpretations thereof (except to the extent the DPP Business is materially disproportionately adversely affected by such changes relative to other participants in industries in which the DPP Business operates (in respect of the business conducted by them in such industries)), (iv) the Excluded Assets or Retained Liabilities, (v) acts of God or other calamities, national or international political or social conditions, including the engagement by any country in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack (except to the extent the DPP Business is materially disproportionately adversely affected by such acts, calamities or conditions relative to other participants in industries in which the DPP Business operates (in respect of the business conducted by them in such industries)), (vi) (A) any actions taken or required to be taken by Delta, JLL Holdco, Newco or any of their Affiliates in connection with the obligations of the parties in Section 7.3 or (B) the failure to take any action prohibited by Section 7.1, (vii) any failure to meet internal projections relating to the DPP Business or changes in credit ratings (it being understood that the underlying causes of the failure to meet such projections shall be taken into account in determining whether a Material Adverse Effect has occurred, unless such causes are otherwise excepted under this paragraph) or (viii) the announcement or pendency of, or the taking of any action contemplated by, this Agreement.

“Material Contracts” shall have the meaning set forth in Section 4.20(a).

“Net Cash” shall exist when (and shall be equal to the amount by which) the Cash Equivalents of the Transferred DPP Companies and their respective Subsidiaries exceeds the Indebtedness of the Transferred DPP Companies and their respective Subsidiaries, in each case, as calculated using the Closing Balance Sheet Principles.

“Net Indebtedness” shall exist when (and shall be equal to the amount by which) the Indebtedness of the Transferred DPP Companies and their respective Subsidiaries (other than Indebtedness outstanding under the Delta Note) exceeds the Cash Equivalents of the Transferred DPP Companies and their respective Subsidiaries, in each case, as calculated using the Closing Balance Sheet Principles.

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“Net Working Capital of the DPP Business” shall mean (i) without duplication, the combined “current assets” of the Transferred DPP Companies and their respective Subsidiaries as of the Effective Time included in the following line items of Appendix 3: Working Capital Managerial Report attached as Exhibit J hereto, (A) Inventories, (B) Operating receivables third parties (incl. assoc.) and (C) Non-operating receivables third parties (incl. assoc.), but excluding Cash Equivalents and line item B2301-0000 Income tax receivable from tax authorities, minus (ii) without duplication, the combined “current liabilities” of the Transferred DPP Companies and their respective Subsidiaries as of the Effective Time included in the following line items of Appendix 3: Working Capital Managerial Report attached as Exhibit J hereto, (X) Operating liabilities third parties (incl. assoc.) and (Y) Non-operating liabilities third parties (incl. assoc.), but excluding Indebtedness and line items (1) B4340-0000 Liabilities relating to pensions and (2) B4311-0000 Income tax payable to tax authorities, in each case, as calculated using the Closing Balance Sheet Principles (it being understood that fifty percent (50%) of all outstanding accounts receivable of the DPP Business from, and accounts payable by the DPP Business to, DSM Sinochem Pharmaceuticals B.V. or any of its Subsidiaries will be included in the following line items of Exhibit J attached hereto: B2320-0000 and B4330-0000, respectively).

“Newco” shall have the meaning set forth in the preamble.

“Newco Indemnified Parties” shall have the meaning set forth in Section 10.4(a).

“Newco Interests” shall have the meaning set forth in the recitals.

“Newco Material Adverse Effect” shall mean any actual change, event or effect that, individually or in the aggregate with all other actual changes, events and effects, impairs, hinders or adversely affects in any material respect the ability of Newco and its Subsidiaries to effect the issuance of the Newco Interests or consummate the other material transactions contemplated hereby.

“Newco Partnership Agreement” shall have the meaning set forth in the recitals.

“Non-Material Antitrust Approval” shall mean, other than Required Antitrust Approvals, any other filing, consent and approval under Regulatory Laws the failure of which to make such filing or obtain such approval or consent would not (x) expose Delta or any of its Subsidiaries (or any of their respective officers, directors or employees), on the one hand, or Newco or any of its Subsidiaries (including the Transferred DPP Companies and their Subsidiaries following the Closing) (or any of their respective officers, directors or employees), on the other hand, to criminal charges or (y) constitute a permanent global bar on consummating the transactions contemplated hereby pursuant to the applicable Regulatory Laws of such jurisdiction.

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“Non-Transferable Permits” means the Permits or Environmental Permits which, by their terms or by applicable Law may not be transferred to third parties, including Newco or any of its Subsidiaries, or terminate upon a change of control of the holder thereof.

“Non-US DPP Employee” shall mean each Business Employee employed outside the United States immediately before the Closing (other than any Offer Employee who rejects an offer of employment from a Transferred DPP Company or Subsidiary thereof or any Transferred DPP Company Employee who refuses any applicable transfer of employment to a Transferred DPP Company or Subsidiary thereof to the extent permitted under applicable Law).

“Note Issuer” shall have the meaning set forth in Section 2.1(a).

“Offer” shall have the meaning set forth in Section 7.21(d).

“Offer Employee” shall mean each Business Employee who is not a Transferred DPP Company Employee.

“Offering Document” shall mean offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda, offering memoranda and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials, in connection with the Debt Financing, and providing reasonable and customary authorization letters to the Financing Source Parties authorizing the distribution of information to prospective lenders and containing customary information.

“Operating Cash” has the meaning set forth in the definition of Cash Equivalents.

“Option Cancellation” shall have the meaning set forth in the recitals.

“Original Principal Amount” shall have the meaning set forth in Section 2.1(a).

“Outside Date” shall have the meaning set forth in Section 10.1(b).

“Owned Real Property” shall have the meaning set forth in Section 4.14(a).

“Patents” shall have the meaning set forth in the definition of Intellectual Property.

“Payor” shall have the meaning set forth in Section 8.3(c).

“Permits” shall have the meaning set forth in Section 4.8.

“Permitted Encumbrances” shall mean:

(a) Encumbrances specifically identified on the latest balance sheet included in the Financial Statements (including the notes thereto);

(b) all Encumbrances approved in writing by Newco;

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(c) easements, rights-of-way, servitudes, permits, and other rights, conditions, covenants or other restrictions affecting title to real property; and easements for streets, alleys, highways, telephone lines, power lines and railways, and all matters of record, over or in respect of any Real Property, in each case, which do not, individually or in the aggregate, materially impair the occupancy, use or value of the Real Property for the purposes for which it is currently used in connection with the DPP Business;

(d) Encumbrances for Taxes, assessments, or other governmental charges not yet due or payable or that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been established and reflected in accordance with IFRS on the latest balance sheet included in the Financial Statements;

(e) any materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, landlord’s or other similar liens arising in the ordinary course of business that are not yet due and payable or that are being contested in good faith by appropriate proceedings;

(f) all Encumbrances incurred in the ordinary course of business encumbering the Assets that, individually or in the aggregate, are not such as to materially and adversely interfere with the operation or use of any Asset in the DPP Business as currently conducted or materially impair the value of any such Asset;

(g) Encumbrances arising under conditional sales Contracts and Equipment leases with third parties entered into in the ordinary course of business;

(h) licenses of or other grants of rights to use Intellectual Property;

(i) Encumbrances that have been placed by any developer, landlord or other third party on property over which any Transferred DPP Company or a Subsidiary thereof has easement rights or on any Leased Real Property and subordination or similar agreements relating thereto, in each case, which do not, individually or in the aggregate, materially impair the occupancy, use or value of the Real Property for the purposes for which it is currently used in connection with the DPP Business;

(j) deed restrictions limiting the use of Real Property to commercial, industrial non-residential uses;

(k) all matters that an accurate survey or inspection would disclose, in each case, which do not, individually or in the aggregate, materially impair the occupancy or use of the Real Property for the purposes for which it is currently used in connection with the DPP Business; or

(l) any restrictions imposed on the use of the Real Property by Governmental Authorities, which do not, individually or in the aggregate, materially impair the occupancy, use, or value of the Real Property for the purposes for which it is currently used in connection with the DPP Business.

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“Person” shall mean any individual, corporation, limited liability company, partnership, trust or other entity.

“Pi” shall have the meaning set forth in the recitals.

“Pi Actual Losses” shall have the meaning set forth in Section 10.5(d).

“Pi Actual Environmental Losses” shall have the meaning set forth in Section 10.6(d).

“Pi Environmental Claims Amount” shall have the meaning set forth in Section 10.6(a).

“Pi Environmental Indemnity Claim” shall have the meaning set forth in Section 10.6(a).

“Pi Estimated Environmental Losses” shall have the meaning set forth in Section 10.6(b).

“Pi Estimated Losses” shall have the meaning set forth in Section 10.5(d).

“Pi Estimated Representation Losses” shall have the meaning set forth in Section 10.5(b).

“Pi Representation Claim” shall have the meaning set forth in Section 10.5(a).

“Pi Representation Claims Amount” shall have the meaning set forth in Section 10.5(a).

“Pi Unresolved Claim” shall have the meaning set forth in Section 10.5(d).

“Pi Unresolved Environmental Claim” shall have the meaning set forth in Section 10.6(d).

“Planning Committee” shall have the meaning set forth in Section 7.16(f).

“Post-Closing Adjustment” shall have the meaning set forth in Section 2.3(c).

“Post-Closing Tax Period” shall have the meaning set forth in Section 8.1(b).

“Pre-Closing Restructuring Transactions” shall have the meaning set forth in Section 7.16(a).

“Pre-Closing Tax Period” shall have the meaning set forth in Section 8.1(a).

“Preliminary Adjustment Statement” shall have the meaning set forth in Section 2.3(b)(i).

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“Preliminary Closing Balance Sheet” shall mean an unaudited combined balance sheet of the DPP Business as of the Effective Time (excluding the Excluded Assets, the Retained Liabilities and intercompany payables owed to, and intercompany receivables owed by, Delta or a Retained Subsidiary that are terminated at or prior to the Closing).

“Preparer” shall have the meaning set forth in Section 8.3(c).

“Privilege” shall mean all privileges that may be asserted under applicable Law including privileges arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges).

“Products and Services” shall mean the products and services offered by the DPP Business, including (a) developing, manufacturing, distributing, marketing, licensing and selling pharmaceutical products; (b) research and development services, including development of drug delivery technologies and products; and (c) contract development and manufacturing of products.

“Real Property” shall mean, collectively, the Leased Real Property and the Owned Real Property.

“Recipient” shall have the meaning set forth in Section 8.4(a).

“Regulatory Law” shall mean the Sherman Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, the EU Merger Regulations and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to (a) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, or (b) protect the national security or the national economy of any nation.

“Regulatory Permit” shall have the meaning set forth in Section 4.5(c).

“Related Agreements” shall mean the IP Assignment Agreement and any agreements that are mutually agreed by JLL Holdco and Delta prior to the Closing pursuant to Section 7.16(c).

“Release” shall mean any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.

“Relevant Transfer” shall have the meaning set forth in Section 4.22(d).

“Representative” shall mean, with respect to any Person, such Person’s Affiliates and such Person’s and its Affiliates’ respective directors, officers, employees, representatives, attorneys, accountants, advisors and agents.

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“Required Antitrust Approvals” shall mean (i) any required filings, consents and approvals pursuant to the HSR Act and the EU Merger Regulations, (ii) Investment Canada Act Approval, (iii) any required filings, consents and approvals under Regulatory Laws as set forth on Section A(8) of the Delta Disclosure Schedule and (iv) any other filings, consents or approvals under Regulatory Laws the failure of which to make such filing or obtain such approval or consent would have the effect set forth in clause (x) or (y) of the definition of “Non-Material Antitrust Approval.”

“Required Information” shall mean all customary financial and other pertinent information regarding the DPP Business that is required under paragraphs 9 through 12 of Exhibit D of the Debt Commitment Letter (as in effect on the date of this Agreement), (ii) financial statements prepared in accordance with IFRS, audit reports, and other financial information and financial data and other data and information regarding the DPP Business of the type and form required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of securities on Form S-1 (or any successor forms thereto) under the Securities Act, and of the type and form, and for the periods, in each case, customarily included in Offering Documents used to syndicate credit facilities of the type to be included in the Debt Financing and in Offering Documents used in U.S. Securities and Exchange Commission registered offerings or private placements of debt securities under Rule 144A of the Securities Act, to consummate the offerings or placements of any debt securities, in each case assuming that such syndication of credit facilities and offering(s) of debt securities were consummated at the same time during the DPP Business’s fiscal year as such syndication and offering(s) of debt securities will be made, (iii) with respect to the DPP Business (a) unaudited consolidated balance sheets, related statements of income related statements of cash flows of the DPP Business for the fiscal quarter ended September 30, 2013 (such financial information shall be required to be delivered by December 15, 2013) and (b) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the DPP Business for the 2013 fiscal year, such financial information shall be required to be delivered by March 15, 2014), in the case of clauses (a) and (b) of this clause (iii) together with such financial information converted from IFRS to GAAP, and (iv) all other data that would be necessary for the underwriter or initial purchaser of an offering of such securities to receive customary “comfort” (including customary negative assurances) from independent accountants in connection with such an offering which such auditors prepared to provide upon completion of customary procedures.

“Resolution Period” shall have the meaning set forth in Section 2.3(b)(ii).

“Restricted Voting Shares” shall have the meaning set forth in the Arrangement Agreement.

“Retained IP” shall mean (i) the Retained Names, (ii) all Intellectual Property not set forth on Section 4.15(a) of the Delta Disclosure Schedule or included in the Exclusive Assets, and (iii) all IP Contracts other than Transferred IP Contracts.

“Retained Liabilities” shall mean any and all Liabilities, whether arising before, on or after the Closing Date, of Delta, its Subsidiaries, the Transferred DPP Companies or any of

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their respective predecessor companies or businesses, or any of their Affiliates, Subsidiaries or divisions, to the extent the same results from or arises out of the present, past or future operations or conduct of the Excluded Businesses or the use or ownership by Delta or its Subsidiaries of the Excluded Assets, except to the extent such operations, conduct, use or ownership of the Excluded Businesses or Excluded Assets results from or arises out of the conduct of the DPP Business; provided, however, that “Retained Liabilities” shall include any and all Liabilities of any predecessor companies and businesses of the Transferred DPP Companies and their Subsidiaries that (x) were transferred to Delta or any of the Retained Subsidiaries prior to the date of this Agreement and (y) are operated by Delta or any of the Retained Subsidiaries as of immediately following the Closing. “Retained Liabilities” shall also include the following: (i) all Liabilities for Taxes for which Delta or any DPP Share Seller is responsible pursuant to Article VIII; and (ii) all Liabilities assumed by, retained by or agreed to be performed by Delta or any of the Retained Subsidiaries pursuant to this Agreement or any of the Related Agreements or Service Level Agreements.

“Retained Names” shall mean the names and marks set forth in Section 7.7 of the Delta Disclosure Schedule, and any Trademarks containing or comprising any of such names or marks, including any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing any of such names or marks.

“Retained Subsidiary” shall mean any Subsidiary of Delta, other than the Transferred DPP Companies and their Subsidiaries.

“Review Period” shall have the meaning set forth in Section 2.3(b)(ii).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Section 3.2 Expiration Date” shall mean the later of (x) the second anniversary of the Closing Date and (y) the date of the sale or other disposition of the facility described on Section 3.2(a)(i) of the Delta Disclosure schedule.

“Service Level Agreements” shall have the meaning set forth in Section 4.18(b).

“Severance Costs” shall have the meaning set forth in Section 7.21(b).

“Shared Contracts” shall mean any Contract, sales order, purchase order, instrument or other commitment, obligation or arrangement entered into prior to the Closing which are between Delta or any of its Subsidiaries (or, after the Closing, Delta, Newco or any of its respective Subsidiaries), on the one hand, and one or more third parties, on the other hand (regardless of whether such Contracts constitute DPP Assets), that directly benefit both (x) the Excluded Businesses and (y) the DPP Business.

“Shared Contractual Liabilities” shall mean Liabilities in respect of Shared Contracts.

“Shareholders’ Agreement” shall have the meaning set forth in the recitals.

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“Sites” shall mean the DSM Pharmaceutical Products Inc. facilities at Linz, Austria; Capua, Italy; Venlo, The Netherlands; and Regensburg, Germany.

“Skadden” shall have the meaning set forth in Section 7.25(b).

“Solvent” shall mean with respect to any Person on any date of determination, that on such date (i) the fair value of the property (for the avoidance of doubt, calculated to include goodwill and other intangibles) of such Person is greater than the total amount of Liabilities, including contingent Liabilities, of the Person, (ii) the Person is able to pay its debts and Liabilities as they mature, and (iii) the Person does not have unreasonably small capital with which to conduct its business. The amount of contingent Liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured Liability.

“Specified Environmental Indemnity Claim” shall mean any claim for indemnification pursuant to Section 10.4(a)(iv) relating to the Delta Environmental Matters at the Sites.

“Specified Pi Reps” shall have the meaning set forth in Section 10.4(c).

“Straddle Period” shall mean any taxable period that includes (but does not end on) the Closing Date.

“Subsidiary” of a Person shall mean a corporation, partnership, joint venture, association, limited liability company or other entity of which such Person (i) owns, directly or indirectly, more than 50% of the outstanding voting stock or other ownership interests or (ii) is the sole general partner or managing member.

“Supplemental Disclosure” shall have the meaning set forth in Section 7.24.

“Tax Audit” shall mean any federal, state, provincial, local or foreign audit, adjustment, assessment, examination or proceeding (whether judicial or administrative) with regard to any Tax or Tax Return.

“Tax Authority” shall mean a Governmental Authority or any subdivision, agency, commission or authority thereof, or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Tax Item” shall mean any item of income, gain, loss, deduction or credit, or other attribute that may have the effect of increasing or decreasing any Tax.

“Tax Return” shall mean any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated Tax) required or permitted to be supplied to, or filed with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax.

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“Tax Sharing Agreement” shall mean any existing agreement (whether or not written) binding any of the Transferred DPP Companies or a Subsidiary thereof that provides for the allocation, apportionment, sharing, indemnification or assignment of any Tax liability or benefit, excluding any commercial Contract not primarily related to Taxes.

“Taxes” shall mean (x) any charges, fees, levies, imposts, duties, or other assessments of a similar nature, including income, alternative or add-on minimum, gross receipts, profits, lease, service, goods and service, service use, wage, wage withholding, employment, workers compensation, business occupation, occupation, premiums, environmental, estimated, excise, employment, sales, use, transfer, license, payroll, franchise, severance, stamp, windfall profits, withholding, social security, unemployment, disability, ad valorem, estimated, highway use, commercial rent, capital stock, paid up capital, recording, registration, property, real property gains, real estate, value added, business license, custom duties, or other Tax or governmental fee of any kind whatsoever, imposed or required to be withheld by any Tax Authority including any interest, additions to Tax, or penalties applicable or related thereto, (y) Liability for the payment of any amounts of the type described in clause (x) as a result of being a member of a fiscal unity, affiliated, consolidated, combined, unitary, aggregate or other similar group under applicable Law and (z) Liability for the payment of any amounts as a result of being party to any Tax Sharing Agreement or as a result of any obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (x) or (y).

“Termination Date” shall have the meaning set forth in Section 10.5(d).

“Termination Period” shall have the meaning set forth in Section 7.24.

“Third Party Claim” shall mean any Action brought, asserted or commenced by any Person, other than by a Delta Indemnified Party or a Newco Indemnified Party, against any Delta Indemnified Party or Newco Indemnified Party.

“Trademarks” shall have the meaning set forth in the definition of Intellectual Property.

“Transaction Process” shall mean all matters, whether occurring before or after the date of this Agreement, relating to the sale of the DPP Business and all activities in connection therewith, including matters relating to (i) the drafting, negotiation or interpretation of any of the provisions of this Agreement or the Related Agreements or (ii) the determination of the allocation of any Assets or Liabilities pursuant to the foregoing agreements or the transactions contemplated thereby.

“Transfer Taxes” shall have the meaning set forth in Section 8.5.

“Transferred Business Plan” shall have the meaning set forth in Section 4.12(a).

“Transferred DPP Books and Records” shall mean the books and records of Delta and its Subsidiaries, including all computerized books and records of the Transferred DPP Companies and their Subsidiaries, to the extent they primarily relate to the DPP Business, including (i) all such books and records to the extent primarily relating to Transferred

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Employees, the purchase of materials, Taxes (but only insofar as such books and records are reasonably necessary for the determination of Tax Items for any Post-Closing Tax Period and do not relate to the Taxes of any DPP Affiliates other than the Transferred DPP Companies and their Subsidiaries), supplies and services, the development, marketing, manufacture and sale of products by the DPP Business or dealings with suppliers and customers of the DPP Business, (ii) all files relating to any Action included in the Assumed Liabilities, (iii) all emails primarily relating to the DPP Business, (iv) physical and electronic Patent and Trademark prosecution files and dockets to the extent relating to any Patents and Trademarks included in the DPP Assets (“Transferred Patents” and “Transferred Trademarks,” respectively), (v) any litigation files to the extent relating to the Intellectual Property included in the DPP Assets, (vi) any currently relied upon infringement claim charts for the Transferred Patents and Transferred Trademarks prepared by or for Delta or its Subsidiaries, (vii) all information stored in Delta’s or its Subsidiaries’ document management system to the extent used to track, organize or maintain the Transferred Patents and Transferred Trademarks, and (viii) all assignment agreements relating to the Transferred Patents and Transferred Trademarks. Notwithstanding the foregoing, Transferred DPP Books and Records shall not include information, documents or materials (x) that cannot reasonably be identified as relating to the DPP Business and have not been classified as relating to the DPP Business in accordance with Delta’s corporate records information management policies or (y) to the extent relating to or constituting any Excluded Assets or Retained Liabilities.

“Transferred DPP Companies” shall mean the entities listed on Section A(9) of the Delta Disclosure Schedule.

“Transferred DPP Company Employee” shall mean each Business Employee employed by a Transferred DPP Company or one of its Subsidiaries immediately before the Closing.

“Transferred Employee” shall mean (x) all Offer Employees who commence employment with Newco or Subsidiary thereof as of the Closing Date and (y) each Transferred DPP Company Employee.

“Transferred IP Contracts” shall mean any IP Contract to which Delta or any of its Subsidiaries is a party or to which any of the DPP Assets is subject, in each case, that (x) is set forth on Section A(10) of the Delta Disclosure Schedule or (y) relates exclusively to the DPP Business.

“Transferred Patents” shall have the meaning set forth in the definition of Transferred DPP Books and Records.

“Transferred Trademarks” shall have the meaning set forth in the definition of Transferred DPP Books and Records.

“Treasury Regulations” shall mean the final, temporary and proposed regulations promulgated by the United States Treasury Department under the Code.

“Unresolved Claim” shall have the meaning set forth in Section 10.5(d).

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“Unresolved Environmental Claim” shall have the meaning set forth in Section 10.6(d).

“VAT” shall mean in relation to any jurisdiction within the European Union, the value added tax provided for in Directive 2006/112/EC and charged under the provisions of any national legislation implementing that directive together with legislation supplemental thereto and, in relation to any other jurisdiction, any similar Tax.

“WARN Act” shall have the meaning set forth in Section 7.14.

“Wholly Owned Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person if all of the common stock or other similar equity ownership interests in such Subsidiary (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable Law) is owned directly or indirectly by such Person.

“Worker’s Compensation Laws” shall have the meaning set forth in Section 4.22(c).

“Works Council Process” shall have the meaning set forth in Section 1.4(a).

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