KENDLE INTERNATIONAL INC
EX-10.20(E)(5)
<DOCUMENT>
<TYPE>EX-10.20.E.5
<SEQUENCE>2
<FILENAME>l15427aexv10w20wew5.txt
<DESCRIPTION>EX-10.20(E)(5)
<TEXT>
<PAGE>

                            KENDLE INTERNATIONAL INC.        Exhibit 10.20(e)(5)
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                               AMENDMENT NUMBER 5

      This Amendment No. 5 to the Kendle International Inc. 1998 Employee Stock
Purchase Plan (the "Plan"), as adopted by the Board of Directors of Kendle
International Inc. ("Kendle") on March 24, 1998 and by Kendle's shareholders on
May 21, 1998, as amended, is hereby amended further in the following respects:

      1.    DEFINITIONS. All capitalized terms herein, unless specifically
            defined in this Amendment No. 5, shall have the meanings given to
            them in the Plan.

      2.    AMENDMENTS. The fourth paragraph of Section 9 is hereby superseded
            and replaced in its entirety by the following new paragraph:

            "Upon termination of the Plan, cash equal to any remaining balances
            shall be delivered promptly to such participant."

      3.    CONDITION. This Amendment No. 5 to the Plan shall become effective
            only upon the approval (by written consent or otherwise) of Kendle's
            Board of Directors or of an authorized committee or subcommittee
            thereof.

      4.    AFFIRMATION. Except as modified above, all other provisions of the
            Plan, as previously amended, shall remain unchanged and in full
            force and effect.

In Witness whereof, this Amendment No. 5 has been executed as of August ____,
2005.

                                                     Kendle International Inc.

                                                     -------------------------
                                                     Karl Brenkert III
                                                     Secretary

                                       32
</TEXT>
</DOCUMENT>
