Exhibit
10.19
AMENDMENT TO SERIES D PREFERRED STOCK SUBSCRIPTION
AGREEMENT
This Amendment (the “Amendment”) to Series D Preferred
Stock Subscription Agreement (the “ Agreement
”) dated as of November 8, 2007 is entered into by and
between ChemoCentryx, Inc., a Delaware corporation (the “
Company ”) and Glaxo Group Limited, a limited
liability company organized under the laws of England doing
business as GlaxoSmithKline (“ GSK
”).
The Company and GSK wish to amend Sections 7.18 and 7.19 of the
Agreement which relate only to the rights and obligations of the
Company and GSK to provide for the purchase by GSK of $7 million of
the Company’s Common Stock concurrently with an initial
public offering of the Company’s Common Stock. The remainder
of the Agreement shall remain in full force and effect.
Section 7.8 of the Agreement permits the amendment of such
provisions with only the consent of GSK and the Company.
Capitalized terms used herein without definition shall have the
same meanings as in the Agreement.
Accordingly, the Company and GSK each hereby agree that Sections
7.18 and 7.19 are hereby amended and restated to read in their
entirety as follows:
7.18 Purchase of Common Stock in Initial Public
Offering; Selling Restrictions .
(a) GSK agrees to purchase an
aggregate amount of $7 million of the Company’s Common Stock
(the “Common Shares”) at a per share price equal to the
per share initial public offering price in a private placement
closing (the “ Common Closing ”) to be
held concurrently with the closing of an initial public offering of
at least $25 million in gross proceeds to the Company. At the
Common Closing the Company shall deliver to GSK one or more Common
Stock certificates, in accordance with GSK’s reasonable
request. Each such certificate shall be registered in the name of
GSK or one of its affiliates as GSK shall instruct. The
Company’s obligation to issue and deliver such shares at the
Common Closing shall be subject to the following conditions, any of
which may be waived by the Company: (i) receipt by the Company
of a certified or official bank check or checks or wire transfer of
funds in the full amount of the purchase price for the Common
Shares; (ii) the accuracy in all material respects of the
representations of GSK made herein as of the Common Closing;
(iii) no judgment, decree, injunction, order or ruling of any
court or govern