Code of Ethics and Conduct



             ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 19, 2004



         Kendle International Inc. ("Kendle") and its directors, officers and

         employees have committed to conduct Kendle's business in accordance

         with the highest ethical standards of conduct. This Code sets out the

         principles to which all directors, officers and employees of Kendle are

         expected to adhere and advocate in meeting these standards. The Code

         embodies rules regarding individual and peer responsibilities, as well

         as responsibilities to Kendle, its investors and the public.



Conflicts of Interest/Related Party Transactions



         Kendle's directors, officers and employees have an obligation to

         promote the best interests of Kendle at all times. They should avoid

         any action which may involve a conflict of interest with Kendle.

         Directors, officers and employees should not have any undisclosed,

         unapproved financial or other business relationships with suppliers,

         customers or competitors of a magnitude or nature that could impair the

         independence of any judgment they may need to make on behalf of Kendle.

         Conflicts of interest would also arise if a director, officer or

         employee, or a member of his or her family, receives improper payments

         or other personal benefits as a result of his or her position in

         Kendle.



         Directors, officers and employees must also avoid apparent conflicts of

         interest, which occur where a reasonable observer might assume there is

         a conflict of interest and, therefore, a loss of objectivity in their

         dealings on behalf of Kendle.



         Directors and officers shall provide full disclosure of any related

         party transaction to Kendle's Audit Committee Chairman, and all other

         employees shall provide full disclosure to their immediate supervisor.



         Where conflicts of interest arise, directors, officers and employees

         must provide full disclosure of the circumstances and remove themselves

         from any related decision making process. Directors and officers shall

         provide full disclosure to Kendle's Audit Committee Chairman, and all

         other employees shall provide full disclosure to their immediate

         supervisor. In addition to the obligations and responsibilities

         hereunder, all directors, officers and employees shall comply with

         Kendle's Conflict of Interest policy.



Corporate Opportunities



         Directors, officers and employees shall not take for themselves any

         business opportunities that are discovered through the use of Kendle

         property, information or position, use Kendle property, information or

         position for personal gain, or compete with Kendle in any manner. All

         directors, officers and employees owe a duty to Kendle to advance its

         legitimate business interests when the opportunity to do so arises.



Confidentiality



         Directors, officers and employees shall maintain the confidentiality of

         all information entrusted to them by Kendle, except when disclosure is

         authorized or legally mandated. They should recognize that such

         information is the property of Kendle and only the corporation may

         authorize its publication or use by others. Confidential information

         includes, but is not limited to, all non-public information that might

         be used by Kendle's competitors or harmful to Kendle or its customers,

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