INDEMNITY AGREEMENT



         THIS INDEMNITY AGREEMENT ("Agreement") is made effective as of

___________, 200__ by and between KENDLE INTERNATIONAL INC., an Ohio corporation

(the "Company"), and __________________ (the "Indemnitee").



                                R E C I T A L S:



         A.       The Company and the Indemnitee recognize the difficulty and

expense of obtaining adequate directors' and officers' liability insurance;



         B.       The Company and the Indemnitee recognize the substantial

increase in corporate litigation in general, subjecting directors and officers

to expensive litigation risks at the same time as the availability and coverage

of liability insurance has been severely limited;



         C.       Based upon their experience as business managers, the Board of

Directors of the Company (the "Board") has concluded that, to retain and attract

talented and experienced individuals to serve as directors and officers of the

Company, it is necessary for the Company contractually to indemnify its

directors and officers with respect to claims against such directors and

officers in connection with their service to or on behalf of the Company, and

that the failure to provide such contractual indemnification could result in

great harm to the Company and the Company's shareholders;



         D.       Section 1701.13(E) ("Section 1701.13(E)") of the General

Corporation Law of Ohio, under which the Company is organized, empowers the

Company to indemnify its directors and officers by agreement and to indemnify

persons who serve, at the request of the Company, as the directors, officers,

employees or agents of other corporations or enterprises, and expressly provides

that the indemnification provided by Section 1701.13(E) is not exclusive;



         E.       The Company, after reasonable investigation prior to the date

hereof, has determined that the liability insurance coverage available to the

Company is inadequate or inordinately expensive and that the Indemnitee and

other directors or officers of the Company may not be willing to continue to

serve as directors or officers without additional protection;



         F.       The Company desires and has requested the Indemnitee to serve

or continue to serve as a director or officer of the Company; and,



         G.       The Indemnitee is willing to serve, or to continue to serve,

the Company, provided that he is furnished the indemnity provided for herein;



         NOW, THEREFORE, based upon the foregoing premises and in consideration

of the mutual covenants contained herein, the parties hereto hereby agree as

follows:



         1.       Definitions.



         1.1      Agent. For the purposes of this Agreement, "Agent" means any

person who is a director or officer of the Company; or is serving at the request

of, for the convenience of or to represent the interests of the Company as a

director, officer, manager, employee or agent of another foreign or domestic

corporation (for profit or nonprofit), partnership, limited liability company,

joint venture, trust or other enterprise (specifically including employee

benefit plans).



{PAGE}



         1.2      Expenses. For purposes of this Agreement, "Expenses" includes

all direct costs (including, without limitation, all attorneys' fees and related

disbursements and other out-of-pocket costs) actually and reasonably incurred by

the Indemnitee in connection with the investigation, defense or appeal of a

Proceeding, as that term is defined in Section 1.4, or establishing or enforcing

a right to indemnification under this Agreement; provided, however, that

"Expenses" shall not include any judgments, fines, ERISA excise taxes or

penalties or amounts paid in settlement of a Proceeding, or prepaid retainers

for attorneys or other professionals engaged by or on behalf of the Indemnitee.



         1.3      Liability. For purposes of this Agreement, "Liability" or

"Liabilities," includes any judgment, fine, ERISA excise tax or penalty or any

amount paid, with the Company's written consent, in settlement of a Proceeding.



         1.4      Proceeding. For the purposes of this Agreement, "Proceeding"

means any threatened, pending or completed action, suit or other proceeding,

whether civil, criminal, administrative, investigative or any other type

whatsoever.



         2.       Agreement to Serve. The Indemnitee agrees to serve and/or to

continue to serve as an Agent in the capacity the Indemnitee currently serves as

an Agent, as long as such service is mutually agreeable to Indemnitee and the

Company.



         3.       Maintenance of Liability Insurance.



         3.1      Maintenance of Insurance. As long as the Indemnitee shall

continue to serve as an Agent and thereafter as long as the Indemnitee shall be

subject to any possible Proceeding by reason of the fact that the Indemnitee was

an Agent, the Company, subject to the provisions of Section 3.3 with respect to

the unavailability of satisfactory insurance coverage, shall promptly obtain

and/or maintain in full force and effect directors' and officers' liability

insurance ("D&O Insurance") in reasonable amounts from established and reputable

insurers. If D&O Insurance is obtained, the Company covenants that the

Indemnitee shall be named as an insured.



         3.2      Indemnitee Named as Insured. In all policies of D&O Insurance,

if any, the Indemnitee shall be named as an insured in such a manner as to

provide the Indemnitee the same rights and benefits as are accorded to the

Company's most favorably insured directors.



         3.3      Unavailability of Satisfactory Coverage. Notwithstanding the

foregoing, the Company shall have no obligation to obtain or maintain D&O

Insurance if the Company determines in good faith that such insurance is not

reasonably available, or that the premium costs for such insurance are

disproportionate to the amount of coverage provided or that the coverage

provided by such insurance is limited by exclusions so as to provide an

insufficient benefit. The failure of the Company to obtain D&O Insurance or the

decision by the Company not to obtain such coverage shall not have any

detrimental effect on the Indemnitee's rights hereunder.



         4.       Mandatory Indemnification.



         4.1      Third Party Actions. The Company shall indemnify the

Indemnitee when the Indemnitee is a party or is threatened to be made a party to

any Proceeding (other than an action by or in the right of the Company) by

reason of the fact that he is or was an Agent, or by reason of anything done or

not done by him in any such capacity, against any and all Expenses and

Liabilities of any type whatsoever actually and reasonably incurred by him in

connection with the investigation, defense, settlement or appeal of that

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