Exhibit 10.24


 





INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of [                ],
2016, between Patheon N.V., a public limited liability company (naamloze vennootschap) incorporated in the Netherlands (the
“Company”), and [name of Director/Executive Officer] (“Indemnitee”).


 


WHEREAS, it is
essential to the Company to retain and attract as directors and officers the most capable persons available;


 


[WHEREAS, Indemnitee
is a director of the Board of Directors of the Company (the “Board of Directors”) and performs a valuable service
in such capacity for the Company;]


 


[WHEREAS, as
a condition to service on the Board of Directors, the Indemnitee has requested that, in addition to the protections afforded under
insurance obtained by the Company and the protections provided by the Articles of Association of the Company (the “Articles”),
the Company agree to enter into this Agreement with the Indemnitee;]1


 


WHEREAS, the Articles
of Association of the Company (the “Articles”) provides for indemnification of and the payment of expenses to
certain persons acting on behalf of the Company;


 


WHEREAS, such
Articles specifically provide that the rights to indemnification and the payment of expenses are not exclusive of any other right
to which any person may be entitled under any agreement, and thus contemplate that agreements may be entered into with respect
to indemnification and the payment and advancement of expenses;


 


WHEREAS, the Board
of Directors has determined that enhancing the ability of the Company to retain and attract as directors and officers the most
capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that
indemnification and insurance coverage will be available in the future; and


 


WHEREAS, in recognition
of the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s
continued service to the Company in an effective manner and the Indemnitee’s reliance on the Articles, and in part to provide
Indemnitee with specific contractual assurance that the protection promised by the Articles will be available to the Indemnitee
(regardless of, among other things, any amendment to or revocation of such Articles or any change in the composition of the Board
of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification
of and the advancing of expenses to the Indemnitee to the fullest extent (whether partial or complete) permitted by law and as
set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under the
Company’s directors’ and officers’ liability insurance policies.


 









1
NTD: Proper recital to be used depending on status of director.


 






    	 



    	 



    

 



 


NOW, THEREFORE, in consideration of
the premises and of the Indemnitee continuing to serve the Company directly or, at its request, as an officer, director, manager,
member, partner, tax matters partner, fiduciary or trustee of, or in any other capacity with, another Person (as defined below)
or any employee benefit plan, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.                 
Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings
when used in this Agreement:


 


(a)               
“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, the Person specified, the term “control” (including the terms
“controlling,” “controlled by” and “under common control with”) meaning the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract, or otherwise.


 


(b)              
“Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (A) those persons (and their respective
Affiliates) who were stockholders of the Company immediately prior to the consummation of the initial public offering of securities
of the Company, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (C) a corporation
owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock
of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 25% or more of the total voting power represented by the Company’s then outstanding
Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute
the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities
of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions)
all or substantially all of the Company’s assets.


 


(c)               
“Claim” means any threatened, asserted, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism,
or any appeal of any kind thereof, or any inquiry or investigation, in each case whether instituted by (or in the right of) the
Company or any governmental agency or any other person or entity, in which the Indemnitee was, is, may be or will be involved as
a party, witness or otherwise.


 






    	 



    	 



    

(d)              
“Expenses” include reasonable attorneys’ fees and all other reasonable direct or indirect costs,
expenses and obligations, including judgments, fines, penalties, interest, appeal bonds, amounts paid in settlement (which settlement
shall have been approved by the Company in accordance with the terms hereof), and counsel fees and disbursements (including, without
limitation, experts’ fees, court costs, retainers, appeal bond premiums, transcript fees, duplicating, printing and binding
costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, prosecuting,
defending, settling, arbitrating, being a witness in or participating in (including on appeal), or preparing to investigate, prosecute,
defend, settle, arbitrate, be a witness in or participate in, any Claim relating to any Indemnifiable Event, and shall include
(without limitation) all reasonable attorneys’ fees and all other reasonable expenses incurred by or on behalf of an Indemnitee
in connection with preparing and submitting any requests or statements for indemnification, advancement or any other right provided
by this Agreement (including, without limitation, such fees or expenses incurred in connection with legal proceedings contemplated
by Section 2(d) hereof).


 


(e)               
“Indemnifiable Amounts” means (i) any and all liabilities, Expenses, damages, judgments, fines,
penalties, ERISA excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such liabilities, Expenses, damages, judgments, fines, penalties, [ERISA excise taxes] or amounts
paid in settlement) arising out of or resulting from any Claim relating to an Indemnifiable Event, (ii) any liability pursuant
to a loan guaranty or otherwise, for any indebtedness of the Company or any subsidiary of the Company, including, without limitation,
any indebtedness which the Company or any subsidiary of the Company has assumed or taken subject to, and (iii) any liabilities
which an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with
the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such
liabilities are in the form of excise taxes assessed by the United States Internal Revenue Service and any other relevant tax authority
with jurisdiction over the Company, penalties assessed by the United States Department of Labor and any other relevant labor authority
with jurisdiction over the Company, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary
of such plan, trust or other funding mechanism, or otherwise).


 


(f)               
“Indemnifiable Event” means any event or occurrence, whether occurring before, on or after the date of
this Agreement, related to the fact that the Indemnitee is or was (or has agreed to serve as) a director, officer, employee, agent
or fiduciary of the Company, or is or was serving (or has agreed to serve) at the request of the Company as a director, officer,
employee, trustee or agent (which, for purposes hereof, shall include a fiduciary, partner or manager or similar capacity) of another
corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not
done by the Indemnitee in any such capacity (in all cases whether or not the Indemnitee is acting or serving in any such capacity
or has such status at the time any Indemnifiable Amount is incurred for which indemnification, advancement or any other right can
be provided by this Agreement).


 






    	 



    	 



    

(g)              
“Indemnitee-Related Entities” means any corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s
request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement)
from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part,
the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance
policy).


 


(h)              
“Independent Legal Counsel” means an attorney or firm of attorneys (following a Change in Control, selected
in accordance with the provisions of Section 3 hereof), who is experienced in the matters of corporate law and who
shall not have otherwise performed services for the Company or the Indemnitee within the last five years (other than with respect
to matters concerning the rights of the Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).


 


(i)                
“Jointly Indemnifiable Claim” means any Claim for which the Indemnitee may be entitled to indemnification
from any of the Indemnitee-Related Entities or the Company pursuant to applicable law, any indemnification agreement or the Articles
or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate
of limited partnership or comparable organizational documents of the Company and the Indemnitee-Related Entities.


 


(j)                
 “Person” means any corporation, firm, partnership, joint venture, limited liability company, estate,
trust, business association, organization, governmental entity or other entity, or any individual natural person.


 


(k)              
“Reviewing Party” means any appropriate person or body consisting of a member or members of the Board
of Directors or any other Person or body appointed by the Board of Directors who is not a party to the particular Claim for which
the Indemnitee is seeking indemnification, or Independent Legal Counsel.


 


(l)                
“Voting Securities” means any securities of the Company which vote generally in the election of directors.


 


2.                 
Basic Indemnification Arrangement: Advancement of Expenses.


 


(a)               
In the event that the Indemnitee was, is or becomes subject to, a party to or witness or other participant in, or is threatened
to be made subject to, a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable
Event, the Company shall indemnify the Indemnitee, or cause such Indemnitee to be indemnified, to the fullest extent permitted
by applicable law; provided, however, that no change in applicable law shall have the effect of reducing the benefits
available to the Indemnitee hereunder based on applicable law as in effect on the date hereof or as such benefits may improve as
a result of amendments after the date hereof. Payments of Indemnifiable Amounts shall be made as soon as practicable but in any
event no later than thirty (30) days after written demand specifying such amounts in reasonable detail, to the extent available,
is presented to the Company. If so requested by the Indemnitee, the Company shall advance, or cause to be advanced (within five
business days of such request), any and all Expenses incurred by the Indemnitee (an “Expense Advance”). The
Company shall, in accordance with such request (but without duplication), pay, or caused to be paid, such Expenses on behalf of
the Indemnitee, unless the Indemnitee shall have elected to pay such Expenses and have such Expenses reimbursed, in which case
the Company shall reimburse, or cause to be reimbursed, the Indemnitee for such Expenses. To the fullest extent permitted by applicable
law, the Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any prior determination by the
Reviewing Party that the Indemnitee has satisfied any applicable standard of conduct for indemnification.


 






    	 



    	 



    

(b)              
The Indemnitee hereby undertakes to repay any amounts advanced (without interest) to the extent it is ultimately determined
that Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect thereof. No other form of undertaking
shall be required of the Indemnitee other than execution of this Agreement. If the Indemnitee commences legal proceedings in a
court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, the Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect
thereto.


 


(c)               
Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification or advancement
of Expenses pursuant to this Agreement in connection with any Claim initiated by the Indemnitee unless (i) the Company has
joined in or the Board of Directors has authorized or consented to the initiation of such Claim or (ii) the Claim is one to
enforce the Indemnitee’s rights under this Agreement (including an action pursued by the Indemnitee to secure a determination
that the Indemnitee should be indemnified under applicable law).


 


(d)              
A determination by the Company that the Indemnitee is not entitled to indemnification pursuant to Section 2(a)
shall be made only by the Reviewing Party pursuant to a legal opinion. If there has not been a Change in Control, the Reviewing
Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be
the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing
Party within thirty (30) days after written demand is presented to the Company or if the Reviewing Party determines that the
Indemnitee would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right
to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper
seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof,
including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such
proceeding.


 


(e)               
To the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating
in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice,
the Indemnitee shall be indemnified against all Indemnifiable Amounts actually and reasonably incurred in connection therewith,
notwithstanding an earlier determination by the Reviewing Party that the Indemnitee is not entitled to indemnification under applicable
law.


 






    	 



    	 



    

3.                 
Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in
Control which has been approved by a majority of the Board of Directors who were directors immediately prior to such Change in
Control) then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and
Expense Advances under this Agreement or any provision of the Articles of Association of the Company (the “Articles”)
hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal
Counsel selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably delayed, conditioned or
withheld). Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and
to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable
fees of the Independent Legal Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’
fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


4.                 
Indemnification for Additional Expenses. The Company shall indemnify, or cause the indemnification of, the Indemnitee
against any and all Expenses and, if requested by the Indemnitee, shall advance such Expenses to the Indemnitee, subject to and
in accordance with Section 2(b), which are incurred by the Indemnitee in connection with any action brought by the
Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or provision
of the Articles now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’
and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee ultimately is
determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the case may be; provided that
the Indemnitee shall be required to reimburse such Expenses in the event that a final judicial determination is made (as to which
all rights of appeal therefrom have been exhausted or lapsed) that such action brought by the Indemnitee, or the defense by the
Indemnitee of an action brought by the Company or any other person, as applicable, was frivolous or in bad faith.


 


5.                 
Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification by
the Company for some or a portion of the Expenses or other Indemnifiable Amounts in respect of a Claim but not, however, for the
entire amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee
is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful
on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense
of any issue or matter therein, including dismissal without prejudice, the Indemnitee shall be indemnified against all Expenses
incurred in connection therewith.


 


6.                 
Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee
is entitled to be indemnified hereunder, the Reviewing Party, court, any finder of fact or other relevant person shall presume
that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof
shall be on the Company or its representative to establish by clear and convincing evidence that the Indemnitee is not so entitled.


 






    	 



    	 



    

7.                 
Reliance as Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good
faith if the following circumstances do not exist, the Indemnitee shall be deemed to have acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the Company if the Indemnitee’s actions or omissions
to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information,
opinions, reports or statements furnished to the Indemnitee by the officers or employees of the Company or any of its subsidiaries
in the course of their duties, or by committees of the Board of Directors, or by any other Person (including legal counsel, accountants
and financial advisors) as to matters the Indemnitee reasonably believes are within such other Person’s professional or expert
competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions,
or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes
of determining the right to indemnity hereunder.


 


8.                 
No Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not create a
presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to
have made a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief,
nor an actual determination by the Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such
belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee
should be indemnified under applicable law shall be a defense to the Indemnitee’s claim or create a presumption that the
Indemnitee has not met any particular standard of conduct or did not have any particular belief.


 


9.                 
Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee
may have under the Articles, the applicable law or otherwise. To the extent that a change in the applicable law (whether by statute
or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Articles
or this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change. To the extent that there is a conflict or inconsistency between the terms of this Agreement and the
Articles, it is the intent of the parties hereto that the Indemnitee shall enjoy the greater benefits regardless of whether contained
herein or in the Articles. No amendment or alteration of the Articles or any other agreement shall adversely affect the rights
provided to the Indemnitee under this Agreement. No limitation of the Indemnitee’s rights pursuant to this Agreement shall
in any way limit, or imply any limitation of, the Indemnitee’s rights under any other agreement.


 


10.             
Liability Insurance. The Company shall use commercially reasonable efforts to maintain a policy or policies of insurance
with reputable insurance companies providing directors and officers with coverage for any liability asserted by reason of the fact
that they are serving as a director or officer or have agreed to serve as a director, officer, employee or agent of another enterprise,
and, to the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability
insurance, the Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent
of the coverage available for any Company director or officer. If the Company has such insurance in effect at the time the Company
receives from the Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt notice
of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy.
The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms of such policy.


 






    	 



    	 



    

11.             
Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right
of the Company against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal or legal representatives after
the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided,
however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period
shall govern.


 


12.             
Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


13.             
Subrogation. Subject to Section 15(e) hereof, in the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers
required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary
to enable the Company effectively to bring suit to enforce such rights. The Company shall pay or reimburse all Expenses actually
and reasonably incurred by the Indemnitee in connection with such subrogation.


 


14.             
No Duplication of Payments. Subject to Section 15(e) hereof, the Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against the Indemnitee to the extent the Indemnitee has otherwise
actually received payment (under any insurance policy, any provision of the Articles or otherwise) of the amounts otherwise indemnifiable
hereunder.


 


15.             
Defense of Claims/Settlement.


 


(a)               
The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or to assume
the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee reasonably
believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Company to
represent the Indemnitee would present such counsel with an actual or reasonably likely conflict of interest, (ii) the named
parties in any such Claim (including any impleaded parties) include the Company or any subsidiary of the Company and the Indemnitee,
and the Indemnitee concludes that there may be one or more legal defenses available to him or her that are different from or in
addition to those available to the Company or such subsidiary of the Company, or (iii) any such representation by such counsel
would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled
to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim)
at the Company’s expense.


 






    	 



    	 



    

(b)              
The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating
to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior
written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee is
or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional
release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor the
Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to any proposed settlement; provided
that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.
In no event shall the Indemnitee be required to waive, prejudice or limit attorney-client privilege or work-product protection
or other applicable privilege or protection.


 


(c)               
Given that certain Jointly Indemnifiable Claims may arise due to the service of the Indemnitee as a director and/or officer
of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall be
fully and primarily responsible for the payment to the Indemnitee in respect of indemnification or advancement of expenses in connection
with any such jointly indemnifiable claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any
right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled
to any right of subrogation or contribution by the Indemnitee-Related Entities, and no right of advancement or recovery the Indemnitee
may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of
the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect
of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-Related Entity making
such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Company,
and the Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure
such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively
to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the Indemnitee-Related Entities shall be
third-party beneficiaries with respect to this Section 15(c), entitled to enforce this Section 15(c) as
though each such Indemnitee-Related Entity were a party to this Agreement.


 


16.             
No Adverse Settlement. The Company shall not seek, nor shall it agree to, consent to, support, or agree not to contest
any settlement or other resolution of any Claim(s), or settlement or other resolution of any other claim, action, proceeding, demand,
investigation or other matter that has the actual or purported effect of extinguishing, limiting or impairing the Indemnitee’s
rights hereunder, including, without limitation, the entry of any bar order or other order, decree or stipulation, pursuant to
15 U.S.C. § 78u-4 (the Private Securities Litigation Reform Act), or any similar foreign, federal or state statute, regulation,
rule or law.


 






    	 



    	 



    

17.             
Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Company), spouses, heirs, executors and personal
and legal representatives. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an
officer and/or director of the Company or of any other enterprise at the Company’s request. The Company shall require and
cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or assets of the Company and/or its subsidiaries, by written agreement in form and substance satisfactory to the
Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken place.


 


18.             
Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof
(including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid,
illegal, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent
permitted by law.


 


19.             
Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company,
the Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, the Indemnitee shall
be entitled, if the Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific
performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as the Indemnitee may elect
to pursue.


 


20.             
Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient
if contained in a written document delivered in person or sent by facsimile, nationally recognized overnight courier or personal
delivery, addressed to such party at the address set forth below or such other address as may hereafter be designated on the signature
pages of this Agreement or in writing by such party to the other parties:


 


(a)           If to the Company, to:


 


Patheon N.V.





111 Speen St.


Suite 5500


Framingham, MA 01701


Fax: [___________]


Attention: Eric Sherbet, General Counsel and Secretary


Email: Eric.Sherbet@Patheon.com


 


with copies (which shall not constitute notice) to:


 


[_____________]





[_____________]





[_____________]


Attention: [_____________]


Fax: [_____________]


Email: [_____________]


 






    	 



    	 



    

(b)              
If to the Indemnitee, to the address set forth on Annex A hereto.


 


All such notices, requests, consents and other communications
shall be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses
or sent by electronic transmission, with confirmation received, to the facsimile numbers specified above (or at such other address
or facsimile number for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party
hereto shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.


 


21.             
Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be
an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


22.             
Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall
not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.


 


23.             
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with, the laws of the
State of Delaware applicable to contracts made and to be performed in such state without giving effect to principles of conflicts
of laws.


 






    	 



    	 



    

IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written. 


	 	 	 	 
	 	PATHEON N.V.
	 	 	 
	 	By:	 	

	 	Name: [     ]
	 	Title: [     ]
	 	 
	 	INDEMNITEE
	 	 	 
	 	 	 	

	 	 	 	Name:


 


 






    	 



    	 



    

Annex A


 


Name and Business Address of Indemnitee for Purposes of Notice:


 


[__________]


 


[__________]