Exhibit 10.11


 





	
        WARNING

         

        THE TAKING OF THIS DOCUMENT OR ANY CERTIFIED
        COPY OF IT OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION FOR IT, OR ANY DOCUMENT WHICH INCLUDES WRITTEN CONFIRMATIONS
        OR REFERENCES TO IT, INTO AUSTRIA AS WELL AS PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR
        SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING ANY E-MAIL
        COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE
        IMPOSITION OF AUSTRIAN STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED COPIES THEREOF AND WRITTEN
        AND SIGNED REFERENCES TO IT OUTSIDE OF AUSTRIA AND AVOID PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN
        AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION TO WHICH A PDF SCAN OF THIS DOCUMENT IS ATTACHED TO AN AUSTRIAN ADDRESSEE OR SENDING
        ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE.

         



 


AMENDMENT NO. 2 TO CREDIT AGREEMENT AND 


INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT


 


This Amendment No.
2 to Credit Agreement and Incremental Term Loan Assumption Agreement (this “Amendment”) is dated as of March
31, 2015, by and among DPX HOLDINGS B.V. (formerly known as JLL/Delta Dutch Newco B.V.), a private company with limited liability
incorporated under the laws of the Netherlands (the “Parent Borrower”), the Subsidiary Borrowers party hereto
(collectively, the “Subsidiary Borrowers” and, together with the Parent Borrower, the “Borrowers”),
the other Guarantors party hereto (collectively, the “Subsidiary Guarantors” and, together with the Parent Borrower
and the Subsidiary Borrowers, the “Credit Parties”), the lending institutions party hereto, as hereinafter defined
(the “2015 Incremental Lenders”), and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders (the
“Administrative Agent”).


 


WHEREAS, the Parent
Borrower, the Subsidiary Borrowers, the Administrative Agent and the Lenders party thereto are parties to that certain Credit Agreement,
dated as of March 11, 2014, which provides, among other things, for term loans, revolving loans, letters of credit and other financial
accommodations, all upon certain terms and conditions stated therein (as amended by that certain Amendment No. 1 to Credit Agreement
and Incremental Term Loan Assumption Agreement, dated as of September 29, 2014, and as the same has been and may be further amended,
restated or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, this Amendment
constitutes an Incremental Borrowing Notice under the Credit Agreement;


 


WHEREAS, pursuant to
Section 2.18 of the Credit Agreement, the Borrowers may obtain Incremental Term Loan Commitments by, among other things, entering
into one or more Incremental Term Loan Assumption Agreements in accordance with the terms and conditions of the Credit Agreement;


 






    	 



    	 



    

WHEREAS, pursuant to
Section 2.18 of the Credit Agreement, the Parent Borrower has requested (i) Euro denominated loans under Incremental Euro Term
Loan Commitments in an aggregate principal amount of €155,000,000 (the “2015 Incremental Euro Term Loan Commitments”
and such loans, the “2015 Incremental Euro Term Loans”) to be effected as an increase of the principal amount
of the Euro Term B-1 Loans and on terms identical to those applicable to the Euro Term B-1 Loans and (ii) Dollar denominated loans
under Incremental Dollar Term Loan Commitments in an aggregate principal amount of $20,000,000 (the “2015 Incremental
Dollar Term Loan Commitments” and such loans, the “2015 Incremental Dollar Term Loans”; the 2015 Incremental
Euro Term Loan Commitments and the 2015 Incremental Dollar Term Loan Commitments collectively, the “2015 Incremental Term
Loan Commitments” and the 2015 Incremental Euro Term Loans and the 2015 Incremental Dollar Term Loans collectively, the
“2015 Incremental Term Loans”) to be effected as an increase of the principal amount of the Initial Dollar Term
Loans and on terms identical to those applicable to the Initial Dollar Term Loans;


 


WHEREAS, the Parent
Borrower intends to indirectly acquire IRIX Pharmaceuticals, Inc., a South Carolina corporation (the “Target”),
pursuant to that certain Agreement and Plan of Merger (together with all exhibits, schedules and disclosure letters thereto, in
each case, as amended, waived, supplemented or otherwise modified, the “2015 Acquisition Agreement”), dated
as of March 3, 2015, among the Target, DPI Newco LLC, DPX Indigo Merger Sub, Inc. and the other parties thereto (the “2015
Acquisition” and, together with the incurrence of the 2015 Incremental Term Loans, the payment of consideration, fees
and expenses incurred in connection with the foregoing, the 2015 Acquisition and this Amendment, the “2015 Transactions”);


 


WHEREAS, on the Second
Amendment Effective Date, the 2015 Incremental Lenders are willing, on a joint and several basis, to make the 2015 Incremental
Term Loans in the amounts set forth opposite such 2015 Incremental Lenders’ names in Schedule 1 hereof;


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein contained and for other valuable considerations, the Credit Parties,
the Administrative Agent and the 2015 Incremental Lenders hereby agree as follows:


 


Section 1. Definitions.
Each capitalized term used herein and not otherwise defined in this Amendment shall be defined in accordance with the Credit Agreement.


 


Section 2. Amendments
to Credit Agreement.


 


2.1             
Amendment to Section 1.01. The following new definitions are added to Section 1.01 of the Credit Agreement in proper
alphabetical order:


 


“2015
Incremental Dollar Term Loans” has the meaning assigned to such term in the Second Amendment.


 


“2015
Incremental Euro Term Loans” has the meaning assigned to such term in the Second Amendment.


 


“2015
Incremental Term Loans” has the meaning assigned to such term in the Second Amendment.


 


““Second
Amendment” means Amendment No. 2 to Credit Agreement and Incremental Term Loan Assumption Agreement, dated as of March
31, 2015, among the Parent Borrower, the Subsidiary Borrowers and Subsidiary Guarantors party thereto, the Administrative Agent
and the Lenders party thereto.”


 


““Second
Amendment Effective Date” has the meaning set forth in the Second Amendment, which date is March 31, 2015.”


 






    	2



    	 



    

2.2             
Amendment to Section 2.15(f). Section 2.15(f) of the Credit Agreement is hereby amended by adding the words “,
the 2015 Incremental Term Loans” immediately following each reference to “Initial Term Loans”.


 


2.3             
Amendment to Section 2.18(a). Section 2.18(a) of the Credit Agreement is hereby amended by adding the following parenthetical
immediately after the first appearance of the phrase “corresponding Initial Facility”: “(e.g., for purposes of
the Euro Term B-1 Loans, the Initial Euro Term Loans)”.


 


2.4             
Amendment to Schedule 1. Schedule 1 to the Credit Agreement is hereby amended by modifying such schedule to
include the 2015 Incremental Term Loan Commitments of the 2015 Incremental Lenders party hereto as set forth on Schedule 1
hereto.


 


Section 3. Incremental
Term Loans.


 


3.1             
Borrowing of Incremental Term Loans and Terms Generally.


 


(i)                
Pursuant to Section 2.03(c) of the Credit Agreement, on the Second Amendment Effective Date
each 2015 Incremental Lender with a 2015 Incremental Term Loan Commitment set forth on Schedule 1 hereto hereby agrees to
make (a) 2015 Incremental Dollar Term Loans in Dollars to the Parent Borrower in an aggregate principal amount equal to its “2015
Incremental Dollar Term Loan Commitment” as set forth next to such 2015 Incremental Lender’s name on Schedule 1
hereto and (b) 2015 Incremental Euro Term Loans in Euros to the Parent Borrower in an aggregate principal amount equal to its “2015
Incremental Euro Term Loan Commitment” as set forth next to such 2015 Incremental Lender’s name on Schedule 1
hereto. The 2015 Incremental Term Loan Commitments shall automatically terminate upon the making of the 2015 Incremental Term Loans
on the Second Amendment Effective Date.


 


(ii)              
Pursuant to Section 2.18 of the Credit Agreement, (a) each 2015 Incremental Lender shall constitute,
and have all of the rights and privileges of, an “Incremental Term Lender” and “Additional Lender” for
all purposes under the Credit Agreement and each other Loan Document, (b) the 2015 Incremental Term Loan Commitments shall constitute
“Incremental Term Loan Commitments” for all purposes under the Credit Agreement and each other Loan Document, (c) the
2015 Incremental Euro Term Loans shall constitute “Euro Term B-1 Loans”, “Incremental Term Loans” or “Term
Loans” for all purposes under the Credit Agreement and each other Loan Document, in each case, all other related terms will
have correlative meanings mutatis mutandis and (d) the 2015 Incremental Dollar Term Loans shall constitute “Initial Dollar
Term Loans”, “Incremental Term Loans” or “Term Loans” for all purposes under the Credit Agreement
and each other Loan Document, and in each case, all other related terms will have correlative meanings mutatis mutandis.


 


(iii)            
The 2015 Incremental Euro Term Loans shall amortize in an amount equal to €390,428.21
on each date of Scheduled Repayment (other than the date hereof) applicable to the Euro Term B-1 Loans and otherwise shall have
terms identical to the Euro Term B-1 Loans outstanding under the Credit Agreement immediately prior to the date hereof (including
as to pricing, tenor, rights of payment and prepayment and right of security).


 


(iv)            
The 2015 Incremental Dollar Term Loans shall amortize in an amount equal to $50,377.83 on
each date of Scheduled Repayment (other than the date hereof) applicable to the Initial Dollar Term Loans and otherwise shall have
terms identical to the Initial Dollar Term Loans outstanding under the Credit Agreement immediately prior to the date hereof (including
as to pricing, tenor, rights of payment and prepayment and right of security).


 






    	3



    	 



    

(v)              
On the Second Amendment Effective Date, there shall commence an initial Interest Period with
respect to the 2015 Incremental Euro Term Loans, which Interest Period shall end on the last day of the Interest Period applicable
to the existing Euro Term B-1 Loans, as in effect immediately prior to the Second Amendment Effective Date.


 


(vi)            
On the Second Amendment Effective Date, there shall commence an initial Interest Period with
respect to the 2015 Incremental Dollar Term Loans, which Interest Period shall end on the last day of the Interest Period applicable
to the existing Initial Dollar Term Loans, as in effect immediately prior to the Second Amendment Effective Date.


 


3.2       
Incremental Term Lenders. Each 2015 Incremental Lender (i) confirms that it has received a copy of the Credit Agreement
and the other Loan Documents and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance on the Administrative Agent,
the Arrangers or any other Incremental Term Lender or any other Lender or Agent and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the
terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform
in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by
it as a Lender and (v) to the extent not already a Lender, acknowledges and agrees that upon its execution of this Amendment that
such Incremental Term Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other
Loan Documents, and shall be subject to and bound by the terms thereof.


 


3.3             
Use of Proceeds of Incremental Term Loans. The net cash proceeds of the 2015 Incremental Term Loans shall be used
by the Borrowers on the Second Amendment Effective Date (a) to finance the 2015 Transactions, (b) to pay the consideration, fees
and expenses for the 2015 Acquisition and the fees and expenses incurred in connection with the 2015 Transactions, (c) to pay fees
and expenses related to this Amendment and (d) for working capital needs and for general corporate purposes.


 


Section 4. Representations
of the Parent Borrower.


 


The Parent Borrower
represents and warrants that:


 


4.1       
Each of the Credit Parties that is a Borrower or a Material Subsidiary is a duly organized or formed and validly existing
corporation, partnership or limited liability company, as the case may be, in good standing or in full force and effect under the
laws of the jurisdiction of its formation.


 


4.2       
Each Credit Party that is a Borrower or a Material Subsidiary has the corporate or other organizational power and authority
to execute and deliver the terms and provisions of this Amendment and the Loan Documents to which it is party on the Second Amendment
Effective Date and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance
of this Amendment and the Loan Documents to which it is party. Each Credit Party that is a Borrower or a Material Subsidiary has
duly executed and delivered this Amendment and each Loan Document to which it is party and this Amendment and each Loan Document
to which it is party constitutes the legal, valid and binding agreement and obligation of such Credit Party enforceable in accordance
with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law) on the Second Amendment Effective Date.


 






    	4



    	 



    

4.3       
Neither the execution, delivery and performance by any Credit Party of this Amendment or any Loan Documents to which it
is party (i) will contravene any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental
Authority applicable to such Credit Party or its properties and assets, except as would not reasonably be expected to have a Material
Adverse Effect, taken as a whole, or (ii) will violate any provision of the Organizational Documents of such Credit Party.


 


Section 5. Effectiveness.


 


5.1             
Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions
precedent:


 


(i)                
Amendment Executed. This Amendment shall have been executed by each Credit Party, the
Administrative Agent and each Lender with a 2015 Incremental Term Loan Commitment, and counterparts hereof as so executed shall
have been delivered to the Administrative Agent.


 


(ii)              
Opinions of Counsel. The Administrative Agent shall have received customary legal opinions
of (a) Simpson Thacher & Bartlett LLP, (b) Hill Smith King & Wood, (c) NautaDutilh N.V and (d) Haynsworth Sinkler Boyd,
P.A.


 


(iii)            
Organizational Documents; Good Standing Certificates. The Administrative Agent shall
have received a certificates (i) of the Target (a) attaching a copy of the Certificate of Incorporation, Certificate of Formation,
Certificate of Limited Partnership or other similar document, as applicable, of the Target or the Target’s by-laws, agreement
of limited partnership or other similar document; (b) attaching copies of the resolutions of the board of directors (or similar
governing body) of the Target or, in the case of a partnership, the board of directors (or similar governing body) of its general
partner evidencing corporate approval of this Amendment; (c) attaching a good standing certificate (to the extent applicable) of
the Target from the Secretary of State or similar governmental authority of the state or jurisdiction of incorporation or formation,
as applicable, dated as of a recent date, listing all charter documents affecting the Target and certifying as to the good standing
of the Target; and (d) certifying the names and true signatures of the officers of the Target authorized to sign the Loan Documents
to which the Target is a party and (ii) either confirming that no changes have been made to the Certificate of Incorporation, Certificate
of Formation, Certificate of Limited Partnership or other similar document, as applicable, of any Borrower or to any Borrower’s
by-laws, agreement of limited partnership or other similar document, as applicable, since September 29, 2014 or specifying attaching
any applicable amendments to such documents since such time; (b) attaching (or otherwise providing to the Administrative Agent)
copies of the resolutions of the board of directors (or similar governing body) of each Credit Party or, in the case of a partnership,
the board of directors (or similar governing body) of its general partner evidencing corporate approval of this Amendment; (c)
attaching (or otherwise providing to the Administrative Agent) a good standing certificate (to the extent applicable) of each Credit
Party from the Secretary of State or similar governmental authority of the state or jurisdiction of incorporation or formation,
as applicable, dated as of a recent date, listing all charter documents affecting such Credit Party and certifying as to the good
standing of such Credit Party; and (d) certifying the names and true signatures of the officers of each Borrower authorized to
sign the Loan Documents to which such Borrower is a party.


 






    	5



    	 



    

(iv)            
Solvency Certificate. The Administrative Agent shall have received a certificate from
the chief financial officer (or other financial officer reasonably acceptable to the Administrative Agent) of the Parent Borrower,
certifying that the Parent Borrower and its restricted subsidiaries, on a consolidated basis, after giving effect to the 2015 Transactions,
are solvent, in substantially the form attached as Exhibit D to the Credit Agreement. 


 


(v)              
Specified Representations and Specified Acquisition Agreement Representations. The
2015 Specified Representations (as defined below) and the 2015 Specified Acquisition Agreement Representations (as defined below)
are true and correct. The “2015 Specified Representations” shall mean the representations and warranties of
the Credit Parties set forth in Section 5.01 (only as it relates to the corporate existence of the Borrowers and any Guarantor
that is a Material Subsidiary), Section 5.02 (with respect to the entering into and performance of this Amendment by of the Borrowers
and any Guarantor that is a Material Subsidiary), Section 5.03 (with respect to the entering into of this Amendment and excluding
clause (ii) thereof), Section 5.06(c), Section 5.08 (after giving effect to the 2015 Transactions as evidenced by a certificate
substantially the form attached as Exhibit D to the Credit Agreement), Section 5.15, Section 5.16 (with respect to the Collateral
referred to in clause (xii) below and subject in all respects to the limitations set forth in such clause (xii)), Section 5.19
(only as it relates to the proceeds of the 2015 Incremental Term Loans) and Section 5.20, in each case of the Credit Agreement.
The “2015 Specified Acquisition Agreement Representations” shall mean the representations to be made on the
Closing Date (as defined in the 2015 Acquisition Agreement) by the Target in the 2015 Acquisition Agreement, in each case that
are material to the interests of Lenders, but only to the extent that any party to the 2015 Acquisition Agreement has (or its applicable
affiliate has) the right to terminate its obligations under the 2015 Acquisition Agreement or to decline to consummate the 2015
Acquisition (in each case pursuant to the terms thereof) as a result of the breach of one or more of such representations in the
2015 Acquisition Agreement. 


 


(vi)            
No Company Material Adverse Effect. No event or events may have occurred since December
31, 2014 which individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect (as defined
in the 2015 Acquisition Agreement) on the Company (as defined in the 2015 Acquisition Agreement) and its Subsidiaries (as defined
in the 2015 Acquisition Agreement).


 


(vii)          
No Specified Event of Default. No Specified Event of Default exists.


 


(viii)        
Officer’s Certificate. The Parent Borrower shall have delivered to the Administrative
Agent an officer’s certificate dated as of the Second Amendment Effective Date and executed by an Authorized Officer as to
the matters set forth in Sections 4.1 (v), (vi) and (vii) above.


 


(ix)            
Pro Forma Financial Statements. The 2015 Incremental Lenders 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 for which financial statements
of the Parent Borrower have been required to be delivered pursuant to the terms of the Credit Agreement prepared after giving effect
to the 2015 Transactions as if the 2015 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. 


 






    	6



    	 



    

(x)              
Consummation of Acquisition. The 2015 Acquisition shall have been consummated or shall
be consummated, substantially concurrently with the initial funding of the 2015 Incremental Term Loans hereunder, in all material
respects in accordance with, the 2015 Acquisition Agreement, and no provision thereof shall have been amended or waived (including
consents granted thereunder) in any respect that would be materially adverse to the Lenders without the consent of the Lenders
party hereto. 


 


(xi)            
Fees, etc. The Parent Borrower shall have paid or caused to be paid all fees and other
amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced at least two business
days prior to the Second Amendment Effective Date, reimbursement or payment of all documented and reasonable out-of-pocket expenses
of the Administrative Agent and of special counsel to the Administrative Agent in connection with the preparation, negotiation,
execution and delivery of this Amendment. 


 


(xii)          
Security Documents. Subject in all respects to the second sentence of this clause (xii),
all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral
(as defined in the Credit Agreement) 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 2015 Acquisition). Notwithstanding
the foregoing, to the extent that any security interest in any Collateral (including the creation or perfection of any security
interest) is not or cannot reasonably be created or perfected on the Second Amendment Effective Date (other than the pledge of
certificated capital stock of the Target and its wholly-owned material U.S. subsidiaries to the extent that the Parent Borrower
receives such certificated capital stock in accordance with the terms of the 2015 Acquisition Agreement on the Second Amendment
Effective Date, and 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, as applicable) after
Parent Borrower’s 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 effectiveness of this Amendment,
but instead shall be created or perfected, as applicable, within 90 days after the Second Amendment Effective 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. 


 


(xiii)        
Know Your Customer Information. The Administrative Agent shall have received, at least
three business days prior to the Second Amendment Effective 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 Second Amendment Effective Date.


 


5.2             
Effective Date. This Amendment shall be effective on the date upon which the conditions precedent set forth in Section
5.1 above are satisfied (or waived) (the “Second Amendment Effective Date”). Unless otherwise specifically set
forth herein, each of the amendments and other modifications set forth in this Amendment shall be effective on and after such date.


 






    	7



    	 



    

Section 6. Miscellaneous.


 


6.1             
Waiver. Each Credit Party, by signing below, hereby waives and releases Administrative Agent and each of the Lenders
and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses
and counterclaims, in each case arising on or prior to the date of this Amendment, such waiver and release being with full knowledge
and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.


 


6.2             
Guarantors. The Parent Borrower and each Subsidiary Guarantor consents and agrees to and acknowledges the terms of
this Amendment and specifically acknowledges the terms of and consents to the amendments set forth in this Amendment. The Parent
Borrower and each Subsidiary Guarantor further agrees that its obligations pursuant to each Loan Document to which it is a party
shall remain in full force and effect and be unaffected hereby.


 


6.3             
Credit Agreement Unaffected. Each reference that is made in the Credit Agreement or any Loan Document to the Credit
Agreement shall hereafter be construed as a reference to the Credit Agreement, as amended hereby. Except as herein otherwise specifically
provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby. This Amendment
is a Loan Document, an Incremental Borrowing Notice and an Incremental Term Loan Assumption Agreement.


 


6.4             
Reaffirmation. Each of the Borrowers and the Subsidiary Guarantors confirms and agrees that each Loan Document to
which such Credit Party is a party is, and the obligations of such Credit Party contained in the Credit Agreement, this Amendment
or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified
and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing,
each Credit Party hereby confirms that the existing security interests granted by it in favor of the Secured Creditors pursuant
to the Loan Documents in the Collateral described therein shall continue to secure the Obligations as and to the extent provided
in the Loan Documents. With respect to the Dutch Security Documents, the Credit Parties and each Secured Creditor hereby furthermore
confirm and agree that, at the time of the entering into the Dutch Security Documents, it was their intention (and with respect
to the Credit Parties, it is still their intention and agreement) that the security rights created pursuant to the Dutch Security
Documents would secure the Obligations as they may be amended, restated, supplemented or otherwise modified from time to time,
including the amendments to the Credit Agreement and any other Loan Document such as the amendments to be effected by this Agreement.


 


6.5             
Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate
counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.


 


6.6             
Expenses. The Parent Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent
in connection with the preparation, negotiation and execution of this Amendment, including without limitation, the reasonable costs,
fees, expenses and disbursements of the Administrative Agent’s legal counsel.


 


6.7             
Severability. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Amendment, and the effect thereof shall be confined to the term
or provision so held to be invalid or unenforceable.


 






    	8



    	 



    

6.8             
Entire Agreement. This Amendment is specifically limited to the matters expressly set forth herein. This Amendment
and all other instruments, agreements and documents executed and delivered in connection with this Amendment embody the final,
entire agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior commitments,
agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and
may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties
hereto. There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter
relating to the Credit Agreement.


 


6.9             
Governing Law; Submission to Jurisdiction, Venue. The rights and obligations of all parties hereto shall be governed
by the laws of the State of New York, without regard to principles of conflicts of laws. The provisions of Sections 11.08(b), (c)
and (d) of the Credit Agreement apply to this Amendment, mutatis mutandis.


 


6.10         
JURY TRIAL WAIVER. EACH CREDIT PARTY, THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS HEREBY WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE CREDIT PARTIES, THE
ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


 


6.11         
Austrian Matters. Section 11.28 of the Credit Agreement shall apply hereto and with respect to all 2015 Incremental
Term Loans, mutatis mutandis.


 


[Remainder of page intentionally left blank.]


 






    	9



    	 



    

IN WITNESS WHEREOF,
this Amendment No. 2 to Credit Agreement and Incremental Term Loan Assumption Agreement has been executed by the parties hereto
as of the date first written above.


 





	 	THE PARENT BORROWER:
	 	 	 
	 	DPX HOLDINGS B.V.  
	 	 	 
	 	By:	/s/ Michael Lytton
	 	  Name: 	Michael Lytton
	 	Title:	Authorized Signatory
	 	 	 



 





Acknowledged and Agreed:    


 


PATHEON INC., as a Subsidiary Borrower
 


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 



 


 


PATHEON PHARMACEUTICALS INC., as a Subsidiary
Borrower  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 


 


PATHEON UK LIMITED, as a Subsidiary Borrower
 


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Director	 
	 	 	 
	 	 	 


 






    	[Amendment Signature Page]



    	 



    

 


DPx Fine Chemicals Austria GmbH &
CoKG, as a Subsidiary Borrower


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


BANNER PHARMACAPS INC., as a Subsidiary
Borrower  


 





	By:	/s/ Dean Wilson	 
	Name:	Dean Wilson	 
	Title:	Treasurer	 
	 	 	 
	 	 	 


 


 


PATHEON PUERTO RICO, INC., as a Subsidiary
Borrower  


 





	By:	/s/ Dean Wilson	 
	Name:	Dean Wilson	 
	Title:	Treasurer	 
	 	 	 
	 	 	 





 


 


DPI NEWCO LLC, as a Subsidiary Borrower
 


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 


 


Patheon Softgels B.V., as a Subsidiary
Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 






    	[Amendment Signature Page]



    	 



    

 


CEPH International Corporation, as a
Subsidiary Guarantor  


 





	By:	/s/ Dean Wilson	 
	Name:	Dean Wilson	 
	Title:	Treasurer	 
	 	 	 
	 	 	 


 


 


DSM Agro Services B.V., as a Subsidiary
Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


DPx Fine Chemicals GmbH, as a Subsidiary
Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


DPx Life Science Products International
GmbH, as a Subsidiary Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 





 


 


DSM Pharma Chemicals North America, Inc.,
as a Subsidiary Guarantor  


 





	By:	/s/ Eric Sherbet	 
	Name:	Eric Sherbet	 
	Title:	President	 
	 	 	 
	 	 	 


 






    	[Amendment Signature Page]



    	 



    

 


DSM Pharmaceutical Products, Inc., as
a Subsidiary Guarantor  


 





	By:	/s/ Eric Sherbet	 
	Name:	Eric Sherbet	 
	Title:	President	 
	 	 	 
	 	 	 





 


 


JLL Partners Fund V (Patheon), L.P.,
as a Subsidiary Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


JLL/Delta Dutch Sub B.V., as a Subsidiary
Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


Patheon B.V., as a Subsidiary Guarantor
 


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


Patheon Banner U.S. Holdings Inc., as
a Subsidiary Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 






    	[Amendment Signature Page]



    	 



    

 


Patheon Calculus Merger LLC, as a Subsidiary
Guarantor  


 





	By:	/s/ Dean Wilson	 
	Name:	Dean Wilson	 
	Title:	Treasurer	 
	 	 	 
	 	 	 


 


 


Patheon Coöperatief U.A., as a Subsidiary
Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


Patheon Finance LLC, as a Subsidiary
Guarantor  


 





	By:	/s/ Livia Maduri	 
	Name:	Livia Maduri	 
	Title:	Secretary	 
	 	 	 
	 	 	 


 


 


Patheon Manufacturing Services LLC, as
a Subsidiary Guarantor  


 





	By:	/s/ Dean Wilson	 
	Name:	Dean Wilson	 
	Title:	Treasurer	 
	 	 	 
	 	 	 


 


 


Patheon Pharmaceuticals Services Inc.,
as a Subsidiary Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 






    	[Amendment Signature Page]



    	 



    

 


Patheon Puerto Rico Acquisitions Corporation,
as a Subsidiary Guarantor


 





	By:	/s/ Dean Wilson	 
	Name:	Dean Wilson	 
	Title:	Treasurer	 
	 	 	 
	 	 	 


 


 


Patheon U.S. Holdings Inc., as a Subsidiary
Guarantor


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 


 


Patheon U.S. Holdings LLC, as a Subsidiary
Guarantor


 





	By:	/s/ Livia Maduri	 
	Name:	Livia Maduri	 
	Title:	Secretary	 
	 	 	 
	 	 	 


 


 


Patheon Biologics LLC, as a Subsidiary
Guarantor


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 


 


Patheon Biologics (NJ) LLC, as a Subsidiary
Guarantor


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 






    	[Amendment Signature Page]



    	 



    

 


DSM Pharma Chemicals Venlo B.V., as a
Subsidiary Guarantor


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


DSM Biosolutions B.V., as a Subsidiary
Guarantor


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


 


Patheon Biologics B.V., as a Subsidiary
Guarantor


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	Authorized Signatory	 
	 	 	 
	 	 	 


 


Banner Life Sciences LLC, as a Subsidiary
Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 






    	[Amendment Signature Page]



    	 



    

 


IRIX Pharmaceuticals, Inc., as a Subsidiary
Guarantor  


 





	By:	/s/ Michael Lytton	 
	Name:	Michael Lytton	 
	Title:	President	 
	 	 	 
	 	 	 


 


 


IRIX Manufacturing, Inc., as a Subsidiary
Guarantor


 





	By:	/s/ Dean Wilson	 
	Name:	Dean Wilson	 
	Title:	Treasurer	 
	 	 	 
	 	 	 


 


 Agere Pharmaceuticals, Inc., as
a Subsidiary Guarantor


 





	By:	/s/ Dean Wilson	 
	Name:	Dean Wilson	 
	Title:	Treasurer	 
	 	 	 
	 	 	 


 






    	[Amendment Signature Page]



    	 



    

  









	 	THE ADMINISTRATIVE AGENT AND THE LENDERS:
	 	 	 
	 	UBS AG, STAMFORD BRANCH, as Administrative Agent 
	 	 	 
	 	By:	/s/ Darlene Arias
	 	Name:	Darlene Arias
	 	 Title:	Director
	 	 	 
	 	 	 
	 	By:	/s/ Kenneth Chin
	 	Name:	Kenneth Chin
	 	 Title:	Director



  


	 	UBS AG, STAMFORD BRANCH, as a 2015 Incremental Lender
	 	 	 
	 	By:	/s/ Darlene Arias
	 	Name:  	Darlene Arias
	 	 Title:	Director
	 	 	 
	 	 	 
	 	By:	/s/ Kenneth Chin
	 	Name:  	Kenneth Chin
	 	 Title:	Director






 


 






    	[Amendment Signature Page]



    	 



    

Schedule 1


 


2015 Incremental Lenders and 2015 Incremental
Term Loan Commitments


 


	Name of 2015 Incremental Lender	2015 Incremental Euro Term Loan Commitment
	UBS AG, Stamford Branch	€155,000,000
	Total	€155,000,000


 


 


	Name of 2015 Incremental Lender	2015 Incremental Dollar Term Loan Commitment
	UBS AG, Stamford Branch	$20,000,000
	Total	$20,000,000