Amendment to Employment Agreement dated January 28, 2011




 Exhibit 10.40 
 [PATHEON] 

			
		 	 Patheon Inc
 PO Box
110145
 Research Triangle Park, NC 27709
 Phone: 919-226-3200



 January 28, 2011 

PRIVATE AND CONFIDENTIAL 
 Andrew Kelley

 39 London Road 
 Marlborough, Wilts

 SN8 2AA 
 Dear Andy: 

Patheon UK LTD (“Patheon”) is pleased to offer a continuation of your temporary assignment in Zug, Switzerland. 

This letter shall serve to revise and amend certain terms and conditions of your assignment offer letter as executed by you on 2 February 2009.

  

	1.	RESPONSIBILITIES AND DUTIES 

 As
Senior Vice President, Commercial Operations, Europe & Asia Pacific, your responsibilities will encompass all PDS and commercial manufacturing sales, marketing and business development activities in European and Asia Pacific regions. This
assignment shall terminate on July 31, 2011 at which time you shall be repatriated to the UK. 
  

	2.	COMPENSATION AND BENEFITS 

  

	2.1	Base Cash Salary 

 Your Base salary will
continue to be aligned with the salary policy of home country to reinforce the temporary aspect of the assignment and to facilitate smoother repatriation. Your base salary will be £180,822, less applicable deductions based on the amount of tax
and mandatory government benefit contribution equivalent to what you would have had deducted had you remained in the UK based on company generated income only, in accordance with Section 2.14 Tax Equalization, noted below and Patheon CH payroll
practices (“Base Salary”). Increases to Base Salary, if any, are at the sole discretion of Patheon and are based on performance. Patheon CH shall deduct from your Base Salary any applicable taxes and source deductions that Patheon CH is
required or authorized to withhold or make. 
  

	2.2	Performance Incentive Plan 

 You will
continue to be eligible to participate in Patheon’s performance incentive plan (the “Performance Incentive Plan”) established for your position and your target will remain the same at 40%. 









	2.3	Cost of Living Allowance; Housing on Assignment 

 You will continue to receive a cost of living allowance. The Cost of Living Allowance takes into consideration the cost differential (not the full cost) for goods and services. This amount is provided to
you to maintain your purchasing power in the host location. The current Cost of Living Allowance (£9,800) represents the differential for goods and services in Zug. Details of the International Assignment Allowance are covered in the
Patheon International Assignment Policy. This allowance is calculated by an external third party provider who specializes in cost of living data. The company will review your allowance periodically and determine if any adjustments are warranted due
to exchange rate fluctuations. Patheon will also enter into a lease arrangement for your housing while on assignment in Zug. Such housing arrangements will be made for your sole occupancy during the assignment and will be structured so as to avoid
the creation of taxable income to you. 
  

	2.4	Pension Contribution 

 In order to
preserve your entitlement under the UK employer sponsored retirement scheme, and to the extent possible, you will continue to be covered under the UK retirement plan. Any required contribution will continue to be withheld at source, and any employer
contributions will be maintained. In this instance, you will not be provided with any additional pension arrangements by Patheon CH during your tenure in Switzerland. However, Patheon UK and Patheon CH have agreed that, in the event: (i) you
return to employment with Patheon UK after your tenure in Switzerland (ii) you voluntarily leave or are made redundant from Patheon during tour tenure in Switzerland then the pension contributions payable between the time you left the
employment of Patheon UK to your return (or leaving Patheon) shall be paid up by Patheon CH to Patheon UK to provide you with the same pension benefit you would have accrued had you remained in the employment of Patheon UK. You will be responsible
for providing the employee contribution element of such accrual which can either: (i) be deducted at source during your tenure; or (ii) be paid for by you at the relevant time. However, in the event that your employment with Patheon is
terminated due to your misconduct or gross misconduct then Patheon CH shall not be liable to make such pension payments and you hereby agree to forfeit all and any rights in relation to such augmentation. Furthermore, any such payments and related
accruals shall be limited by the earnings cap and any other restrictions that may be in force, or come into force, in relation to Patheon UK Pension Fund. You will receive payments to your UK pension plan retrospectively at the end of your
assignment in accordance with the plan provisions. 
  

	2.5	Employee Benefits Plan 

 Patheon will
provide you with a comprehensive international benefits packaged based on the available global markets that offer such coverage. Benefits are based on regulatory requirements which may change from time to time and that which private employers
typically offer. Specifically, your benefits package currently includes Life insurance equal to four times annual base salary for yourself and life insurance coverage for your dependent spouse and children, Accidental Death and Dismemberment, Long
Term Disability, Health Care including coverage for hospital, drugs, paramedical practitioners, vision care and travel insurance for you and your dependents, Dental Care including major and orthodontic services for you and your dependents.









 Patheon reserves the right to change, alter, modify the applicable benefit, pension, allowance, relocation
and general insurances in its sole discretion subject to reasonable notice to the employee of such changes. 
  

	2.6	Social Security 

 In order to preserve
your ongoing entitlements under the UK Social Security or government sponsored benefit programs, and to the extent possible, all efforts will be made to keep you in the programs of the UK. Under agreements between various countries this is often
feasible and as such, you will be exempt from contributions to the programs in Switzerland. If, however, it is not possible to maintain coverage in the UK, you will be placed into the mandatory government programs in Switzerland. Patheon will adjust
your compensation accordingly to reflect any difference in Social Security and or mandatory benefit costs. 
  

	2.7	Payroll 

 As the majority of your day to
day expenses will be incurred in Switzerland, you will continue to be placed onto the Swiss payroll. 
  

	2.8	Stock Options 

 If you have received stock
options prior to your assignment to Switzerland, or receive options during your tenure in Switzerland, you must notify Patheon Corporate Human Resources prior to any decision to exercise options and/or sell any shares of Patheon stock. 

 

	2.9	Car Lease & Transportation Expenses 

 Patheon will continue your car and petrol allowance in the UK of £15,000. This will be subject to tax and any other appropriate payroll deductions. While in Zug, Patheon will pay for any
Transportation expenses you incur while travelling on Company business. The amount provided under the car lease program is subject to change in accordance with company policy. 

 

	2.10	Expenses and Representation Allowance 


The Company shall continue to cover all reasonable expenses above CHF 50 (including travelling and hotel expenses, expenses for invitations, etc.) which
arise in connection with the Employee’s activities for the Company. 
 In addition, the Company shall continue to pay a non-taxable
representation allowance in the amount equal to CHF 6,000 per year, payable in 12 monthly installments at the end of each month in the currency of your choice and which is intended to cover all reasonable expenses below CHF 50. Notwithstanding
anything to the contrary herein, this Section 2.10, paragraph shall be subject to approval by the competent tax authorities. 
 2.11
International Assignment Incentive 
 In addition to the compensation elements noted above, you will receive an additional assignment
incentive equal to 25% of one year of base salary. This assignment incentive will be divided into and paid in monthly distributions through July 31, 2011 and is subject to the required statutory deductions. As this is a special incentive being
provided to you for this 








 
assignment, should you voluntarily terminate your employment with Patheon within the first twelve months after signing this agreement, you will be required to repay to Patheon the total amount
received in the form of this assignment incentive. 
  

	2.12	Language Familiarization 

 Patheon
recognizes that you will better integrate into the new Swiss culture by becoming familiar with the local Swiss language. Therefore, where language training is deemed necessary by Patheon, the Company will pay for a pre-determined amount of training.
This benefit is not transferable to others. 
  

	2.13	Equity Compensation and Stock Options 


You will continue to be eligible to participate in the Corporation’s Stock Option Plan, and awarded options from time to time in accordance with the
terms of such plan. 
  

	2.14	Tax Equalization 

 Tax laws vary widely
from country to country. Therefore, Patheon has established guidelines and procedures (Tax equalization) to ensure that the international assignee’s tax liability is similar to what you would have incurred in the UK, subject to certain
limitations. Under Patheon’s tax equalization approach, you will be responsible for contributing to the cost of taxation to an amount similar to or equivalent to what you would have paid in the UK. This may or may not reflect your actual tax
burden. As such, it is often referred to as “hypothetical tax” amount, and this will be withheld from pay on a regular basis. The hypothetical tax includes income tax, Social Security contributions, mandatory government withholdings and
other amounts that would have been required in the UK. Any difference between the hypothetical amount withheld and the actual tax owed will be the responsibility of Patheon. 
 Professional tax advice will be made available to you at Patheon’s expense, as well as assistance with the preparation and filing of both UK and Swiss tax returns for the years while you are on
assignment. As this is a highly specialized area of tax, you are required to utilize the tax advisory firm selected by Patheon for this purpose. Professional tax advice will be provided to you for a period of two years after the completion of this
assignment and repatriation to the UK. Such services will be provided without regard to your ongoing employment by Patheon. 
  

	3.	TERMINATION OF ASSIGNMENT 

 At the
end of your temporary assignment you will either return to a position at our offices in the UK or will be assigned to our other operating locations upon mutual consent. 

 

	4.	REPATRIATION ARRANGEMENTS  

 If and
when you are repatriated at the end of the assignment, all of the assignment related payments and allowances will cease being paid. The cost of the trip to your origin location as well as the shipment of your household goods will be paid on your
behalf or reimbursed to you provided you are still an employee of Patheon at the time repatriation. 









	5.	PERMANENT EMPLOYMENT 

 Should you
be offered permanent employment in the Zug area, you will enter into a new agreement as a full-time Swiss employee and be subject to the terms and conditions as other permanent employees at your level. At that time, you will review with Patheon, the
Permanent International Relocation Policy benefits that may apply to you. 
  

	6.	TERM AND TERMINATION 

 Your
employment under this agreement may be terminated in compliance with the UK employment regulations. The termination provisions of your UK employment agreement will remain in force until such time that you become permanently employed in Switzerland
at which time you will be subject to Swiss regulatory provisions as it relates to termination of employment. 
  

	7.	MANDATORY SWISS EMPLOYMENT LAW PROVISIONS 

 This secondment is subject to the provisions of the Federal Act on the minimal working and salary conditions for employees seconded to Switzerland and the respective Ordinance (Bundesgesetz uber die in
die Schweiz entsandten Arbeitnehmerinnnen und Arbeitnehmer, SR 823.20 and 823.201). 
 It is understood and agreed that in consideration of
the above, you are required to and have executed the UK Non-Competition Undertaking. All other terms and conditions of your employment will remain the same. 
 Andy, I truly appreciate your willingness to continue further in your assignment. I look forward to continue to working with you. 
 If the contents of this letter are acceptable to you, please confirm your acceptance by signing below and returning this letter to Patheon. 
 Yours truly, 
  

							
	 /s/ Geoff Glass
	  	Date:	 	 1/31/11
	 	
	 Geoff Glass

	 Executive Vice President, Strategy, Sales & Marketing



I, Andrew Kelley, have read, understood and agree to the terms in this Offer, and accept this Offer according to the terms described in this letter.

  

							
	 /s/ A. J. Kelley
	  	Date:	 	 31-01-11