Clinical Research Services Agreement

EXHIBIT 10.13

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CLINICAL RESEARCH SERVICES AGREEMENT

THIS CLINICAL RESEARCH SERVICES AGREEMENT (" Agreement" ) made this 12th day of October 2006 (" Effective Date" ), by and between CHEMOCENTRYX, INC. , a Delaware corporation with its principal executive offices located at 850 Maude Avenue, Mountain View, CA 94043 (" Sponsor" ), and KENDLE INTERNATIONAL INC. , with its principal executive offices located at 441 Vine Street, 1200 Carew Tower, Cincinnati, OH 45202 (" Kendle" ). Kendle and Sponsor may each be referred to individually as a " Party ," and collectively, as " Parties ."

WHEREAS , Sponsor is engaged in the development, manufacture, distribution, and sale of pharmaceutical products; and

WHEREAS , Kendle is a contract research organization engaged in the business of managing clinical research programs; and

WHEREAS , Sponsor wishes to retain the services of Kendle to perform clinical research services in connection with the clinical research programs conducted by Sponsor, as more fully set forth in various project specific addenda; and

WHEREAS , Kendle is willing to provide such services to Sponsor in accordance with the terms and conditions of this Agreement and attached project addenda.

NOW , THEREFORE , for good and valuable consideration, the exchange, receipt and sufficiency of which are acknowledged, the Parties agree as follows: 1. SERVICES.

1.1 In the event that the Parties shall reach agreement with respect to a particular clinical research program (each, a " Study" ) for a particular molecule that is proprietary to Sponsor (each, a " Study Drug" ), the Parties shall execute a project addendum substantially in the form attached as Exhibit A (each, a " Project Addendum" ) for said Study, and such Project Addendum shall be attached and incorporated into this Agreement. Each Project Addendum, along with this Agreement and the protocol describing such Study (each, a " Protocol" , as more specifically defined in the applicable Project Addendum) shall collectively constitute the entire agreement for the specific Study, independently from other Project Addenda. No Project Addendum shall be attached to this Agreement without first being executed by the Parties. To the extent any terms set forth in a Project Addendum shall conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless it is otherwise specifically set forth in the Project Addendum that certain terms of the Project Addendum shall control. 1.2 Kendle shall perform services as set forth in the " Services" section of each Project Addendum attached to this Agreement (" Services" ). Kendle shall provide said Services in strict compliance with this Agreement, the applicable Project Addendum, the applicable Protocol, the written instructions of the Sponsor, Kendle' s Standard Operating Procedures (" SOPs" ) which, if requested by Sponsor in writing, shall be made available to Sponsor for its review, and all applicable national, supranational, state, provincial and local laws, rules, and regulations, including, without limitation, (a) the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated pursuant thereto (" HIPAA" ); (b) the Federal Food, Drug and Cosmetics Act and the regulations promulgated pursuant thereto, including, without limitation, 21 C.F.R. Parts 11, 50, 54, 56 and 312; (c) the Declaration of Helsinki; (d) the EU Data Protection Directive 95/46/EC and any applicable national legislation promulgated thereunder and any and all laws applicable in the countries in which such collection and processing would occur (" Data Protection Legislation" ) and (d) the current good clinical practices set forth by any national, multi-national, supranational or other governmental body with jurisdiction over the applicable Study (the foregoing, collectively, " Applicable Laws" ).


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1.3 Any and all obligations of the Sponsor which Sponsor desires to transfer to Kendle in accordance with 21 C.F.R. 312.52 shall be specifically labeled in the Project Addendum as " Transferred Obligations under 21 C.F.R. 312.52" , and Kendle shall assume the responsibility for such transferred obligations hereunder as " Sponsor" under the Federal Food, Drug and Cosmetic Act. Kendle agrees to carry out diligently all transferred obligations. Sponsor will retain all obligations not specifically transferred to Kendle pursuant to this Section. 1.4 In the event that Kendle is requested or required by Sponsor to perform services beyond those which are specifically set forth in a Project Addendum, any such additional services and an associated compensation schedule must be mutually agreed upon by the Parties, prior to the provision of said services, in writing expressly referencing the applicable Project Addendum. Said mutually agreed upon writing shall be an addendum to the applicable Project Addendum and the services set forth therein shall be deemed to be Services as the term is used in this Agreement. 2. COMPENSATION AND PAYMENT.

2.1 Payment for Services, Pass-Through Costs, and Investigator Invoices.

(a) For its performance under this Agreement, Kendle shall receive compensation for Services as set forth in an applicable Project Addendum which shall be incorporated herein by reference. The Parties acknowledge and agree that the total costs for Services performed and Pass-Through Costs (as defined below) incurred with respect to a particular Project Addendum shall not exceed the figure for total project costs specified in such Project Addendum without the prior written approval of Sponsor.

(b) Sponsor shall reimburse Kendle for all reasonable, necessary out-of-pocket expenses actually incurred in connection with the performance of the Services with respect to a Project in accordance with this Agreement and the applicable Project Addendum, including, without limitation, travel expenses incurred in accordance with Kendle' s standard global travel policies, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees and other " pass through" expenses identified in the applicable Project Addendum, including, without limitation, all expenses due and payable to any approved sub-contractor under Section 4.2 hereof (collectively, the " Pass-Through Costs" ). 2.2 The Parties acknowledge and agree that the Services provided by Kendle may require specific payment, invoicing and currency management structures which shall be set forth in each applicable Project Addendum. Payment shall be in accordance with such payment, invoicing and currency management structures in each such Project Addendum unless such Project Addendum specifically references the Basic Payment Structure in Section 2.2(a) below.

(a) Basic Payment Structure . Unless specifically stated otherwise in an individual Project Addendum, Kendle shall submit to Sponsor an itemized monthly invoice describing the Services performed by Kendle with respect to a Study, the charges for such Services and all Pass-Through Costs paid by Kendle. Each such invoice shall be in a substantially similar format as the payment structure required under the applicable Project Addendum, such that the amounts invoiced can be traced, item by item, to the payments authorized under the applicable Project Addendum. Invoices reflecting Pass-Through Costs shall be accompanied by appropriate documentation for all such Pass-Through Costs. Sponsor shall pay undisputed amounts of each monthly invoice within thirty (30) days of receipt of said invoice. If Sponsor disputes any portion of an invoice, then Sponsor shall notify Kendle, and payment for


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disputed amounts shall not be due until the Parties resolve such dispute. The Parties shall initially attempt to informally resolve any such dispute arising under this Section 2.2 through discussions between representatives of each Party possessing the authority to resolve such dispute. Any such dispute not resolved by such informal discussions within thirty (30) days of the commencement thereof will be referred to the [CEOs] of the Parties who will actively, reasonably and in good faith meet and negotiate a resolution over the next thirty (30) days. If after conclusion of such negotiation the Parties have failed to resolve such dispute, such dispute shall be finally settled in accordance with Article 21.

2.3 Invoices shall be sent to: ChemoCentryx, Inc.

Attn: Accounts Payable

850 Maude Avenue

Mountain View, CA 94043

Or via e-mail to: acountspayable@chemocentryx.com 2.4 Any sums due Kendle for additional services performed pursuant to Section 1.4 of this Agreement shall be paid according to the terms of said Section 1.4.

2.5 Except as hereinafter set forth in Section 2.6(b), in the event any Project Addendum, or this Agreement, is terminated pursuant to Article 3 below, Kendle shall be compensated for all fees for Services actually performed and costs incurred as of the effective date of termination. Additionally, Kendle shall be reimbursed any and all uncancellable obligations as regards third parties, provided that Kendle shall promptly provide notice and relevant information concerning all such uncancellable third party obligations into which it enters during the term of this Agreement on an ongoing basis. In the event of termination pursuant to Article 3 below, compensation for partially completed milestones shall be made on a time and materials basis. Any funds held by Kendle which shall be shown by Sponsor to be unearned at the date of termination shall be returned to Sponsor within forty-five (45) days of termination of this Agreement.

2.6 Termination Costs.

(a) In the event that Sponsor suspends, terminates early or reduces in scope a Study, in addition to any and all other compensation and reimbursement due under this Agreement, Sponsor shall pay to Kendle the non-cancelable costs and expenses which are actually incurred as a result of said early termination or reduction in scope, including by way of example but not limited to, unforeseen down time and reassignment of Kendle dedicated Study personnel (" Termination Expenses" ). Such Termination Expenses shall be supported by competent documentation and shall not exceed the percentage of the total remaining fees specified in the applicable Project Addendum covering such Study that have not already been paid to Kendle (excluding Pass-Through Costs) that Kendle would have received pursuant to this Agreement had the Study continued at its full scope until completion. Kendle shall use commercially reasonable efforts to minimize any Termination Expenses.

(b) Kendle acknowledges that early termination by Sponsor of a Project Addendum or this Agreement under Section 3.2(a) may cause Sponsor to incur significant costs associated with transferring performance of the Services to another provider. Accordingly, if Sponsor terminates a Project Addendum pursuant to Section 3.2(a), the Parties agree that Kendle shall have a single opportunity to re-perform, at Kendle' s sole cost and expense, all such Services which were rendered invalid as a direct result of the material breach, unless the Parties mutually agree in good faith that Kendle would not be able to re-perform such Services within the timeline and in accordance with the criteria set forth in the relevant Project Addendum.


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2.7 Payments to Kendle shall be made to: Kendle International Inc.

1200 Carew Tower

441 Vine Street

Cincinnati, OH 45202

Tax ID# 31-1274091

2.8 Taxes (and any penalties thereon) imposed on any payment made by Sponsor to Kendle shall be the responsibility of Kendle.

3. TERM AND TERMINATION.

3.1 The term of this Agreement shall commence as of the Effective Date and end upon completion of the Services unless earlier terminated in accordance with this Article 3. This Agreement shall be renewable upon terms and conditions mutually acceptable to the Parties hereto. Project Addenda shall commence upon the date of complete execution by the Parties and shall terminate upon the completion of Services specified therein unless earlier terminated in accordance with Section 3.2.

3.2 The Parties may terminate this Agreement or any Project Addendum solely as set forth below. The termination of this Agreement by either Party shall automatically terminate any and all Project Addenda, unless otherwise agreed to by the Parties in writing. The termination of any or all Project Addenda shall not automatically terminate this Agreement, unless otherwise agreed to by the Parties in writing.

(a) Either Party may terminate this Agreement or any Project Addendum upon thirty (30) days prior written notice to the other Party of such Party' s material breach of this Agreement or a Project Addendum, provided that the breaching Party does not cure such breach within thirty (30) days of its receipt of such notice.

(b) Either Party hereto may terminate this Agreement immediately upon the occurrence of an " Insolvency Event" with respect to the other Party. For purposes of this Agreement, " Insolvency Event" shall mean (1) a Party or any of its subsidiaries shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial Party of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action to authorize any of the foregoing; (2) an involuntary case or other proceeding shall be commenced against a Party or any of its subsidiaries seeking liquidation, reorganization or other relief with respect to it or its debts under bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or (3) an order for relief shall be entered against a Party or any of its subsidiaries under the federal bankruptcy laws now or hereafter in effect.


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(c) Sponsor may terminate this Agreement or any Project Addendum with or without cause immediately upon written notice to Kendle, including, without limitation, for any of the following: identification of any medical risk to Study participants; a showing that the Study Drug is not effective; or termination or suspension of the Study by the regulatory authority having jurisdiction over either Party or the conduct of the Study.

3.3 Upon termination of this Agreement or any Project Addendum pursuant to this Article 3, Kendle shall cooperate with Sponsor to provide for an orderly wind-down of the affected Services provided by Kendle hereunder, and Kendle shall be compensated as set forth in Article 2 above.

3.4 The obligations of the Parties contained in Articles [***], [***], [***], [***], [***], [***], [***], [***], [***], [***] and [***] shall survive the expiration or termination of this Agreement.

4. PERSONNEL.

4.1 Each Project Addendum shall identify a project team (" Project Team" ) that shall be responsible for directing Kendle' s performance of the Study that is the subject of such Project Addendum. The Project Team shall keep Sponsor fully informed of the progress of the Study that is the subject of the applicable Project Addendum. Kendle shall make no changes to the Project Team for a Study without Sponsor' s prior written consent, such consent not to be unreasonably withheld. In addition to the foregoing, Kendle shall be obligated at all times to provide a sufficient number of trained clinical research personnel on a given Study to meet the demands of said Study. 4.2 Kendle shall not subcontract any Services without the prior written consent of Sponsor, such consent not to be unreasonably withheld. Sponsor shall have the right to review and pre-approve contracts with any such subcontractors, and such contracts shall, at a minimum, contain terms substantially similar to those in this Agreement with respect to compliance with law, obligations of confidentiality and non-use of Confidential Information, ownership and allocation of intellectual property rights and indemnification obligations. Any subcontractor and/or affiliate to which Kendle contemplates subcontracting Services shall be named in each applicable Project Addendum. Upon consent from Sponsor, Kendle shall have the right to provide all or any part of the Services for a Project through an Affiliate of Kendle, in which case such affiliate shall execute the applicable Project Addendum and shall be deemed to have executed this Agreement and agreed to be bound by the terms and conditions hereof. " Affiliate of Kendle" shall mean an entity which can provide the Services and which controls, is controlled by or is under common control with Kendle. Notwithstanding anything to the contrary, Kendle remains responsible for the performance of any of its obligations under this Agreement that it delegates to a subcontractor or Affiliate of Kendle. 4.3 [***], neither Party shall recruit, hire or employ any personnel of the other who is material to the performance of the particular Study without the prior written consent of the other Party, except if such recruitment, hiring or employment results directly from a general solicitation for employment placed in a trade journal, newspaper or website. Notwithstanding the foregoing, should the Sponsor hire any of Kendle' s employees with whom the Sponsor comes into contact as a result of the Study, the Sponsor shall pay Kendle twenty percent (20%) of such employee' s salary as a recruitment fee. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.


5 of 58 5. CONFIDENTIALITY.

5.1 During the term of this Agreement and for a period of ten (10) years thereafter, Kendle agrees to hold all information obtained from Sponsor, whether in oral or written form, or generated or created by Kendle as a result of performing the Services under this Agreement, including, without limitation, all commercial, scientific, medical and technical information and data relating to Sponsor, a Study Drug or a Study (all such data and information together with any information derived therefrom, exclusive of computer software and code developed by Kendle unless specifically included by the terms of the relevant Project Addendum, to be referred to herein as " Sponsor Confidential Information" ), in strict trust and confidence.

5.2 During the term of this Agreement and for a period of ten (10) years thereafter, Sponsor agrees to hold all confidential or proprietary information obtained from Kendle (other than Sponsor Confidential Information), including, without limitation, confidential commercial, scientific, medical and technical information relating to Kendle (hereinafter " Kendle Confidential Information" ), in strict trust and confidence.

5.3 " Confidential Information" of a disclosing Party shall mean Kendle Confidential Information or Sponsor Confidential Information, as applicable. Confidential Information shall not include any information to the extent that such information can be shown by competent written proof to be:

(a) now in the public domain or subsequently enters the public domain through no fault of the receiving Party, or its employees, agents or approved subcontractors;

(b) presently known or becomes known to the receiving Party through its own independent sources; or

(c) received by the receiving Party from any third party not under any obligation to keep such information confidential.

5.4 Each receiving Party may use or disclose Confidential Information of the disclosing Party to the extent such use or disclosure is required by law or regulation. If either receiving Party is required to make such a disclosure, then that Party shall notify the other Party to allow such other Party to assert whatever exclusions or exemptions that may be available under such law or regulation. Additionally, the receiving Party shall reasonably assist the other Party in securing confidential treatment of such Confidential Information, prior to its disclosure, in consultation with that Party (whether through protective orders or otherwise, and disclose only the minimum necessary to comply with such law or regulation.

5.5 Each receiving Party agrees that it will use any Confidential Information of the disclosing Party only as required to provide the Services and to exercise its rights under this Agreement. Each receiving Party shall not use any Confidential Information of the disclosing Party for any other purpose without the prior written consent of the disclosing Party. Each receiving Party agrees not to disclose any of the Confidential Information of the disclosing Party to any third party without first obtaining the written consent of the disclosing Party. Each receiving Party further agrees to take ...