First Amendment, dated November 23, 2008





			
	[PATHEON]	  	Exhibit 10.34

 Sent via Email:
paul.garofolo@patheon.com 
 November 26, 2008 
 PRIVATE AND CONFIDENTIAL 
 Mr. Paul Garofolo 

317 Bolton Grant Drive 
 Cary, NC 27519

 Dear Paul: 
 Re:
Amendment to Contract 
  
  

It is with great pleasure that I can extend to you an opportunity to take a new and exciting senior strategic role with Patheon to help build the
foundation already established in our technical areas. 
 I would also like to express my sincere appreciation for the role you have played
during the last six months establishing our IT master strategy, building the operational excellence footprint for the Company and supporting the creation of a new Corporate Technology Division. With that said, set out below are the terms for your
promotion to Executive Vice President, Corporate Technology. 
 This letter constitutes an amendment to your contract of May 7, 2008.
Except as amended by this letter, the provisions of your contract dated May 7, 2008, 2008 (the “Original Term Sheet Letter”) remain in force. 









	1.	RESPONSIBILITIES AND DUTIES 


Effective November 23, 2008 (the “Effective Date”) you will assume the position of Executive Vice President, Corporate Technology for
Patheon, Inc. and become the key Senior Executive charged with developing and enhancing the new Corporate Technology Division encompassing four central support functions of the company: Global engineering, Global Procurement & Logistics,
Information Technology and Operational Excellence. A detailed position profile is attached in Schedule A. 
 As Executive Vice President,
Corporate Technology for the organization, you will work closely with the other members of my Executive Committee to build and enhance our Technical capabilities across the organization. 
 You shall continue to report directly to me in my capacity as President and Chief Executive Officer of Patheon Inc. and participate as a member of the Executive Team in respect of the above technical
matters. 
  

	2.	COMPENSATION AND BENEFITS 

  

	2.1	Base Cash Salary 

 Effective
November 23, 2008, your base salary will be USD $315,000 per annum, payable in regular installments in accordance with our usual pay practices. We shall deduct from your salary any applicable taxes and source deductions that we are required and
authorized to withhold or make. 
  

	2.2	Bonus 

 Effective November 23,
2008 your annual bonus target will be 45% of base cash salary based on meeting predetermined personal objectives and Patheon’s performance on a consolidated basis. 

 

	2.3	Stock Options 

 As a promotion
grant subject to approval of the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors, you would receive a further stock option grant of 50,000 








 
options under the terms of the Patheon Stock Option Plan. As per securities regulatory requirements options may not be issued when the Company is in possession of material undisclosed
information. The options shall vest as to one-third per year over the first three years. The subscription price for the shares under option will be the market price (as defined in the Patheon Stock Option Plan) on the day the grant is approved by
the Committee. 
 Paul, please acknowledge your agreement with the foregoing by executing this letter where indicated below. Execution of this
letter will serve to formally amend your contract, as of the Effective Date. 
 Congratulations on your new role with Patheon and I look forward
to working with you in the future. 
  

	
	Sincerely,
	
	/s/ Wesley P. Wheeler
	Wesley P. Wheeler
	Chief Executive Officer & President

 I, Paul
Garofalo, have read, understand and agree to the terms in this letter and understand that upon execution of this letter, my contract shall be formally amended as set forth in this letter. 

 

					
			
	/s/ Paul Garofolo	 	Date	 	November 23, 2008
	PAUL GAROFOLO	 		 	

  
  

Witness 








 SCHEDULE A 
 SCOPE AND KEY RESPONSIBILITIES OF EVP-CORPORATE TECHNOLOGY 
  

	A.	SCOPE OF ROLE 

 The EVP-Corporate
Technology is the key Senior Executive charged with creation of a new Corporate Technology Division encompassing four central support functions of the company. Global engineering, Global Procurement & Logistics, Information Technology and
Operational Excellence. The position has an annual expense of $21.5m and $57m in annual capital expenditures for the 2009 fiscal year. 
  

	B.	KEY RESPONSIBILITIES 

 Act as the
Executive representative for global engineering, procurement and logistics, information technology and operational excellence. 
 Leads and
oversees the integration of engineering under one global engineering head. Create an integrated engineering organization with heads of engineering in each facility and site-based project engineers. 

Manage the global capital expenditure budget and coordinate with line operations regarding key engineering decisions relating to client business
opportunities. 
 Execute the IT master strategy over the next five years to allow for a common platform for data collection, reporting and
information sharing throughout the organization. 
 Establish a new global procurement function in Zug Switzerland including the build out a
logistics function to take advantage of synergies available in the company. 
 Focus a strategy on four key global procurement strategies: raw
materials & excipients, primary and secondary packaging, consumables & non-inventory and capital & utilities. 

Develop leadership skills and succession strategies of staff within the engineering, procurement & logistics, IT and Operational Excellence
organizations. 
 Continue to develop the Patheon Advantage and operational excellence program by developing black and green belts in each key
business unit to create a culture of excellence. 
 Focus on key operational projects applying lean six sigma principles to obtain higher
results to drive KPI’s and further enhance customer satisfaction. 
 Continue to develop a harmonized “One Patheon” relating to
business process and practices globally.