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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


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