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                                                                   EXHIBIT 10.17

Searle/Kendle Master Agreement


                        CLINICAL TRIAL SERVICES AGREEMENT
                        ---------------------------------

         THIS CLINICAL TRIAL SERVICES AGREEMENT (the "Agreement"), made as of
September 23, 1997, by and between KENDLE INTERNATIONAL INC., a corporation
with principal offices at 700 Carew Tower, 441 Vine Street, Cincinnati, Ohio
45202-2816 ("KENDLE") and G. D. SEARLE & CO., a Delaware corporation with
principal offices at 5200 Old Orchard Road, Skokie, Illinois 60077 U.S.A.
("SEARLE").

                                   WITNESSETH:
                                   -----------
         WHEREAS, KENDLE is engaged in the business of managing, monitoring and
coordinating multi-site clinical research programs; and
         WHEREAS, SEARLE desires KENDLE to manage, monitor and coordinate
various research programs, and KENDLE is willing to provide such services
subject to the terms hereof.
         WHEREAS, SEARLE proposes to retain KENDLE as a preferred provider and
recognized expert to work in a close professional relationship with SEARLE to
assist in the worldwide development of its Pharmaceutical Products.
         NOW, THEREFORE, the parties agree as follows:

ARTICLE 1 -- DEFINITIONS
------------------------
1.1      "ACT" shall mean the United States Food, Drug, and Cosmetic Act, as
         amended, and any and all rules and regulations promulgated thereunder.


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1.2      "CASE REPORT FORMS" shall mean the Case Report Forms developed and/or
         approved by SEARLE which are to be used by the Investigators (as
         hereinafter defined) to record data from the Study (as hereinafter
         defined).

1.3      "ELIGIBLE PATIENT" shall mean any patient who meets the
         inclusion/exclusion criteria for participation in the Study which are
         set forth in the Protocol (as hereinafter defined), signs an acceptable
         Patient Informed Consent Form and participates in the Study.

1.4      "EVALUABLE PATIENT" shall mean an eligible Patient who meets the
         criteria in the Protocol which must be met and documented on a Case
         Report Form in order to be judged evaluable for analysis.

1.5      EXHIBIT" shall mean a mutually approved written description of the
         Services that KENDLE will provide for a given Study, the manpower and
         financial resources that KENDLE will use to provide those Services, the
         milestones that KENDLE must achieve before they will invoice SEARLE for
         the Services, and the invoice amounts that will be associated with each
         of those milestones.

1.6      "FDA" shall mean the United States Food and Drug Administration or any
         successor entity thereto.

1.7      "INVESTIGATOR" shall mean a licensed physician, Ph.D., or Pharm.D.
         engaged by SEARLE or KENDLE to conduct the Study.

1.8      "IRB" shall mean the Institutional Review Board(s) organized in
         accordance with the Act.

1.9      "PROTOCOL" shall mean the various protocols that will be incorporated
         herein by this reference, and any amendments thereto.

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1.10     "SITE" shall mean the physical location at which a particular
         Investigator conducts the Study.

1.11     "STUDY" shall mean the clinical research described in the Protocol.

1.12     "STUDY MEDICATION" shall mean the pharmaceutical compound that is the
         subject of the Study.

ARTICLE 2 -- SERVICES OF CONTRACTOR
-----------------------------------

2.1      PURPOSE. SEARLE hereby retains KENDLE, and KENDLE agrees to assist
         SEARLE in the management and monitoring of a series of Studies in
         accordance with the Protocol identified in the Exhibit.

2.2      SPECIFIC SERVICES.

         (a)      KENDLE will provide SEARLE with clinical, regulatory, data
                  management, biostatistics, pharmacoeconomics outcomes
                  research, medical consulting, medical writing, management and
                  systems, and products and consulting services specified herein
                  and in each Exhibit (collectively, the Services"). These
                  Services may include, but are not limited to the following: 1)
                  management consulting regarding staffing and capacity
                  optimization, work flow improvement, productivity management,
                  organizational design, standard operating procedures and
                  training; 2) working with SEARLE to design and implement cost
                  effective strategies and methods to establish convenient
                  electronic data communication links between KENDLE and SEARLE;
                  and 3) working with SEARLE to define compatible, mutually
                  beneficial information



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                  systems approaches for performing basic clinical research
                  operations and to provide relevant applications to support
                  SEARLE research and development activities. KENDLE management
                  shall be readily accessible to facilitate optimal management
                  of individual projects and to provide general management
                  consulting support.

         (b)      The Services shall be provided on a project-by project basis
                  and in accordance with the terms of each Exhibit (which shall
                  be subject to the mutual agreement of the parties). Prior to
                  commencing any Services relating to a particular Exhibit, the
                  parties shall each sign such Exhibit which shall be attached
                  to this Agreement and made a part hereof.

         (c)      Each project shall be governed by the terms and conditions of
                  this Agreement and by supplementary written amendments to this
                  Agreement, if any, and such Exhibits or Schedules as may be,
                  from time to time, executed between the parties. In the event
                  of a conflict between the terms of this Agreement and an
                  Exhibit or Schedule, the terms of this Agreement shall govern.

         (d)      If SEARLE wishes to change the scope of the Services covered
                  by a specific Exhibit to this Agreement or wishes to obtain
                  additional Services not initially covered by said Exhibit,
                  SEARLE shall so advise KENDLE and shall submit specifications
                  to KENDLE. After receipt of the specifications, KENDLE shall
                  provide SEARLE with a cost estimate for performing the changed
                  or additional Services. If such cost estimate is accepted by
                  SEARLE, the parties shall



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                  execute an authorization for Additional Work and, thereafter,
                  KENDLE shall commence performance of the changed or additional
                  Services.

2.3      RECORDS. KENDLE shall maintain complete and accurate records of each
         visit to a Site and any and all other records and information relating
         to the conduct of the Study or the performance of the Services which
         may be required by the Act or any other law or regulation. Such records
         shall be maintained for a period of three (3) years from the date
         hereof or such longer period as may be required by law. At the end of
         such retention period, KENDLE shall offer all such records to SEARLE by
         written notice. If within thirty (30) days of such notice, SEARLE does
         not notify KENDLE to ship such records to SEARLE, at SEARLE's expense,
         KENDLE shall promptly destroy same and certify in writing to SEARLE
         that such destruction has occurred.

2.4      AUDIT RIGHT. The records described in Section 2.3 above shall be made
         available to SEARLE at SEARLE's request and to the FDA at the FDA's
         request for inspection, copying and audit at any time with reasonable
         notice during the term hereof and during the retention period described
         above. Any expense associated with such a request by SEARLE for
         inspection, copying and/or audit will be the responsibility of SEARLE.

2.5      VISITS BY REGULATORY AGENCIES. KENDLE shall notify SEARLE immediately
         by telephone (followed by written confirmation) of any proposed or
         actual visit by FDA representatives to KENDLE's offices or to any Site.

2.6      RESOLUTION OF DISPUTES AND DEFICIENCIES. Any deficiencies noted by
         SEARLE in the Services performed by KENDLE or in the conduct of the
         Study by any Investigator

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         shall be resolved by KENDLE to the reasonable satisfaction of SEARLE.
         In the event of any disputes between KENDLE and SEARLE, the parties
         shall make good faith efforts to resolve any such dispute as promptly
         as possible.

2.7      TRANSFER OF RESPONSIBILITIES.

         (a)      Pursuant to 21 Code of Federal Regulations ("CFR")
                  Part 312.52, SEARLE hereby transfers to KENDLE and KENDLE
                  hereby assumes from SEARLE, the responsibility for those
                  services that will be described in an Exhibit and accordingly,
                  KENDLE shall be responsible for performance of all such
                  obligations as contemplated in said Part of the CFR.

         (b)      Notwithstanding the foregoing, it is understood that SEARLE
                  shall be responsible for any obligations of clinical study
                  sponsors which are set forth in the Act and not specifically
                  transferred to KENDLE under Section 2.7(a).

ARTICLE 3 -- STANDARD OF PERFORMANCE, STAFFING AND RECORDS
----------------------------------------------------------

3.1      STANDARD OF PERFORMANCE. KENDLE shall perform the Services and all of
         its other obligations set forth herein and in any Exhibit in strict
         accordance with:

         (a)      all applicable statutes, rules and regulations, including
                  without limitation the Act and any proposed FDA regulations
                  provided by SEARLE;

         (b)      the Protocol;

         (c)      the mandates of the IRB approving the Study;

         (d)      the SOPs (as defined in Section 3.2); and

         (e)      any other instructions from SEARLE.



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         KENDLE shall also perform the Services in a competent and professional
         manner, consistent with the current state of clinical research and
         current good clinical practices acceptable to the FDA. KENDLE shall, as
         necessary, consult with SEARLE on matters regarding safety
         considerations and Study implementation, and will adhere to SEARLE's
         advice concerning same.

3.2      SOPS. KENDLE shall make available to SEARLE for its review KENDLE's
         standard operating procedures (SOPs) relating to the Services during
         the time that this Agreement is in effect.

3.3      STAFFING.

         (a)      KENDLE shall be responsible for providing all personnel
                  required to perform the Services, as well as any necessary
                  replacements. KENDLE shall use all reasonable efforts to
                  provide qualified individuals to fill such positions. KENDLE
                  shall also give due consideration to the advice of SEARLE with
                  respect to the decision to use, or to continue or discontinue
                  the use of, specific personnel for purposes of the conduct of
                  Study monitoring, programming and statistical analysis. KENDLE
                  shall not engage any subcontractor to perform or assist in the
                  performance of the Services without the prior notification of
                  SEARLE. SEARLE retains the right to request removal of that
                  person from our projects.

         (b)      KENDLE shall not use any person (including Investigators)
                  debarred by the FDA in any capacity in connection with the
                  performance of the Services or the Study. Upon the execution
                  of this Agreement, KENDLE shall provide




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                  SEARLE with the certification attached hereto as Attachment A
                  in each Exhibit.

         (c)      KENDLE will provide SEARLE, on request, a list of all
                  employees, subcontractors, agents or representatives used in
                  any capacity in connection with the Services who have been
                  convicted of any of the following within the past six years:

                  (i)      Any felony or misdemeanor under Federal law or felony
                           under State law for conduct relating to the
                           development or approval, including the process for
                           development or approval, of any drug product, or
                           otherwise relating to the regulation of drug products
                           under the Federal Food, Drug, and Cosmetic Act;

                  (ii)     Any other felony that involves bribery, payment of
                           illegal gratuities, fraud, perjury, false statement,
                           racketeering, blackmail, extortion, falsification or
                           destruction of records, or interference with,
                           obstruction of an investigation into, or prosection
                           of, any criminal offense; or

                  (iii)    A conspiracy to commit, or aiding or abetting, any
                           offense contained in paragraphs (I) or (ii).

3.4      ACCURATE INFORMATION. KENDLE hereby represents to SEARLE that KENDLE
         shall take all reasonably necessary steps to assure that all data,
         reports, forms or any other records generated pursuant to the Study by
         KENDLE, its agents, employees,


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         subcontractors or representatives or by Investigators shall be true and
         accurate and shall contain no false or misleading information.

ARTICLE 4 -- OBLIGATIONS OF SEARLE
----------------------------------

4.1      SUPPLIES TO INVESTIGATORS. Prior to commencing any Services relating to
         a particular Exhibit, SEARLE shall provide at its own expense and
         directly or indirectly to each investigator, if appropriate:

         (a)      a copy of the investigational brochure for the Study
                  Medication, the Protocol and any other written information
                  required by the Investigator to perform the Study which is not
                  supplied by KENDLE under Article 2;

         (b)      supplies of the Study Medication and any other medications
                  specified in the Protocol; and

         (c)      a supply of Case Report Forms.

4.2      COMPLIANCE WITH LAW. SEARLE shall comply with all laws and regulations,
         including without limitation the Act, which are applicable to SEARLE's
         sponsorship and reporting of the Study.

ARTICLE 5 -- PAYMENTS TO CONTRACTOR
-----------------------------------

5.1      PROFESSIONAL FEE.
         -----------------

         (a)      In consideration for KENDLE's performance of the Services,
                  SEARLE shall pay KENDLE with respect to each project the
                  amount specified in the relevant Exhibit governing each such
                  project. Should the scope of a project described



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                  in any Exhibit change, the fee to be paid by SEARLE under such
                  Exhibit will be adjusted pursuant to Section 2.2(d).

         (b)      SEARLE and KENDLE agree that they will jointly utilize all
                  reasonable efforts to identify and implement cost savings
                  opportunities throughout the performances of the services.
                  Savings resulting from these efforts will be passed onto
                  SEARLE.

5.2      EXPENSES. SEARLE shall reimburse KENDLE for all of its reasonable
         out-of-pocket expenses incurred in connection with its performance of
         the Services as set forth in each Exhibit. KENDLE shall not be
         reimbursed for expenses in excess of the amount agreed upon in the
         relevant Exhibit.

5.3      PAYMENT PROCEDURES.

         (a)      KENDLE shall invoice SEARLE each calendar month for Services
                  provided and the expenses incurred during the prior calendar
                  month in accordance with the schedule of payments set forth in
                  the relevant Exhibits or Letters of Intent governing each
                  project, subject to the limitation set forth in each such
                  Exhibit. KENDLE's invoice shall be accompanied by original
                  receipts or any other supporting information reasonably
                  satisfactory to SEARLE, and shall be sent to:

                             Mr. Robert Hannigan
                             Finance and Administration
                             Searle Clinical R&D
                             4901 Searle Parkway
                             Skokie, IL 60077
                             Telephone: 847-982-8580
                             FAX: 847-982-8509.



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         (b)      SEARLE shall pay KENDLE within thirty (30) days of receipt and
                  acceptance of invoices; provided they comply with the terms
                  hereof. Checks shall be made payable to Kendle International
                  Inc., Federal I.D. 31-1274091, and mailed to:

                              Mr. Kevin M. Schwarz
                              Controller
                              Kendle International Inc.
                              700 Carew Tower
                              441 Vine Street
                              Cincinnati, Ohio 45202

5.4      FINAL RECONCILIATION. At the conclusion of the Services for each
         Exhibit, KENDLE shall submit to SEARLE a final invoice which shall
         include an accounting reconciling all payments made by SEARLE and all
         amounts invoiced by KENDLE.

5.5      RECORDS AND AUDIT. KENDLE shall keep and maintain complete and accurate
         books and records in sufficient detail to determine amounts owed to
         KENDLE hereunder. Such books and records shall be maintained for at
         least two (2) years following completion of the Study or termination of
         this Agreement and shall be made available for inspection, copying and
         audit by SEARLE, upon reasonable notice by SEARLE, for the sole purpose
         of determining the accuracy of amounts invoiced hereunder. If any such
         audit discloses an underpayment or overpayment of amounts due
         hereunder, the party owing same shall pay the amount due to the other
         party within thirty (30) days of written notice.



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ARTICLE 6 -- TERM AND TERMINATION
---------------------------------

6.1      TERM. The term of this Agreement shall begin as of the date of the last
         signature on this Agreement and shall continue until December 31, 2001.

6.2      EXTENSIONS OF TERM. SEARLE and KENDLE may extend the term of this
         Agreement upon mutual written agreement.

6.3      TERMINATION BY SEARLE. SEARLE may terminate this Agreement or a project
         to be performed pursuant to an Exhibit to this Agreement at any time on
         forty-five (45) days prior written notice to KENDLE.

6.4      TERMINATION BY EITHER PARTY. In addition to any other rights or
         remedies available at law or in equity, this Agreement may be
         terminated by either party:

         (a)      on written notice effective immediately if the other party
                  commits a material breach of this Agreement which is not cured
                  within thirty (30) days of receipt of written notice from the
                  other party; or

         (b)      on thirty (30) days written notice if the other party becomes
                  insolvent, is dissolved or liquidated, makes a general
                  assignment for the benefit of its creditors, files or has
                  filed against it, a petition in bankruptcy, or has a receiver
                  appointed for a substantial part of its assets.

6.5      OBLIGATIONS ON EXPIRY OR TERMINATION.

         (a)      Upon early termination (other than for KENDLE's default),
                  KENDLE shall be entitled to a PRO-RATA portion of the
                  compensation as provided under Article 5, based on the degree
                  of completion of the Services described in each Exhibit as



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                  of the date of termination. SEARLE shall also reimburse KENDLE
                  for any accrued, but unpaid expenses incurred as permitted
                  under Article 5.

         (b)      Within thirty (30) days of the expiration or termination of
                  this Agreement, an Exhibit, or the Study for any reason,
                  KENDLE shall return to SEARLE all completed, partially
                  completed and unused Case Report Forms and all other materials
                  in KENDLE's possession or control and relating to the Study,
                  including but not limited to all data (in any form, including
                  electronic) and other information resulting from the Study or
                  provided by SEARLE.

         (c)      If this Agreement and/or the Study is prematurely terminated,
                  KENDLE shall conclude the Study as expeditiously as possible
                  and in accordance with SEARLE's reasonable instructions and
                  all applicable federal, state and local laws, regulations and
                  guidelines. KENDLE shall use its best efforts to minimize any
                  expenses resulting from such early termination.

ARTICLE 7 -- INDEMNIFICATION

7.1      INDEMNIFICATION OF SEARLE. KENDLE shall defend, indemnify and hold
         harmless SEARLE and its directors, officers and employees, from and
         against any and all liabilities, costs and expenses (including
         reasonable attorneys' fees and court costs) arising from any third
         party claim, action, lawsuit or other proceeding to the extent such
         liability, cost or expense is attributable to any negligent or willful
         act or omission or breach of this Agreement on the part of KENDLE or
         any of its employees in the course of performing KENDLE's obligations
         hereunder; provided however that:



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         (a)      SEARLE shall have notified KENDLE within ten (10) working days
                  after receipt of notice of the claim, action, lawsuit or other
                  proceeding; and

         (b)      SEARLE shall fully cooperate in the investigation and defense
                  of any such claim, action, lawsuit or other proceeding and
                  shall not agree to any settlement thereof without KENDLE's
                  prior written consent.

         Notwithstanding the foregoing, KENDLE shall not be required to
         indemnify SEARLE for any liability, cost or expense attributable to any
         negligent or willful act or omission or breach of this Agreement on the
         part of SEARLE or any of its employees, agents, subcontractors or other
         representatives of SEARLE in the course of performing its obligations
         hereunder.

7.2      INDEMNIFICATION OF KENDLE. SEARLE shall defend, indemnify and hold
         harmless KENDLE and its directors, officers and employees, from and
         against any and all liabilities, costs and expenses (including
         reasonable attorneys' fees and court costs) arising from any claim,
         action, lawsuit or other proceeding (I) arising out of or in connection
         with the conduct of the Study, or (ii) to the extent such liability,
         cost or expense is attributable to any negligent or willful act or
         omission or breach of this Agreement on the part of SEARLE or any of
         its employees in the course of performing SEARLE's obligations
         hereunder; provided however that:

         (a)      KENDLE shall have notified SEARLE within ten (10) working days
                  after receipt of notice of the claim, action, lawsuit or other
                  proceeding; and



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         (b)      KENDLE shall fully cooperate in the investigation and defense
                  of any such claim, action, lawsuit or other proceeding and
                  shall not agree to any settlement thereof without SEARLE's
                  prior written consent.

         Notwithstanding the foregoing, SEARLE shall not be required to
         indemnify KENDLE for any liability, cost or expense attributable to any
         negligent or willful act or omission or breach of this Agreement on the
         part of KENDLE or any of its employees, agents, subcontractors or other
         representatives of KENDLE in the course of performing its obligations
         hereunder.

7.3      CONFLICTS OF INTEREST.

         (a)      SEARLE shall have the right to select defense counsel and to
                  direct the defense or settlement of any claim, action, lawsuit
                  or other proceeding described in Paragraph 7.2.

         (b)      Kendle shall have the right to select defense counsel and to
                  direct the defense of any claim, action, lawsuit or other
                  proceeding described in Paragraph 7.1.

7.4      LIMITATION OF DAMAGES. Notwithstanding the foregoing, neither party
         shall be liable for any special, indirect, incidental or consequential
         damages, including lost profits, incurred by the other party, for any
         reason.

ARTICLE 8 -- INSURANCE

8.1      INSURANCE REQUIREMENT. As an independent contractor, KENDLE will carry
         the policies of insurance described below for the term of this
         Agreement. Such policies shall not be cancelable or subject to material
         amendment which would materially and



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         adversely harm SEARLE's interests without sixty (60) days' prior
         written notice to SEARLE. KENDLE shall furnish SEARLE with certificates
         of insurance for all such policies before commencing work hereunder and
         the General Liability policy shall name SEARLE and its affiliates and
         subsidiaries as additional insureds. The type and limits of such
         policies shall be as follows:


         1) Workmen's Compensation            Statutory

         2) Employer's Liability              $500,000 each person each accident

         3) Commercial General Liability      $1,000,000 combined limit each
                                              occurrence for Bodily Injury and
                                              Property Damage. This policy must
                                              include blanket contractual
                                              liability coverage.

         4) Automobile Liability              Bodily Injury and Property Damage
            (including Hired                  $500,000 combined limit each
            Automobile and Non-               occurrence
            Ownership Liability)

ARTICLE 9 -- PROPERTY OWNERSHIP AND RETENTION
---------------------------------------------

9.1      OWNERSHIP. The following materials shall be deemed to be the exclusive
         property of SEARLE and are hereinafter collectively referred to as
         "Searle Information":

         (a)  All materials, documents and information of every kind and
              description supplied to KENDLE by SEARLE;

         (b)  All materials, documents and information of every kind and
              description prepared or developed by KENDLE pursuant to this
              Agreement or an Exhibit, except for procedural manuals, personnel
              data and computer software existing at the time of this Agreement;
              and



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         (c)  All clinical data (including Case Report Forms and the data
              contained therein) and reports prepared by any of the
              Investigators. Nothing in this paragraph shall preclude the
              publishing of the results of any clinical trial(s) by the
              Investigators in accordance with the terms of their respective
              contracts.

9.2      INVENTIONS AND DISCOVERIES.
------------------------------------

         (a)  KENDLE will promptly disclose to SEARLE or its nominee any and all
              inventions, discoveries and improvements conceived, made or
              reduced to practice by KENDLE or any agent, employee,
              subcontractor or other representative of KENDLE in the course of
              performing the Services. KENDLE hereby agrees to assign all its
              right, title and interest therein to SEARLE or its nominee.

         (b)  Whenever requested to do so by SEARLE, KENDLE will execute any and
              all applications, assignments or other instruments and give
              testimony which SEARLE shall deem necessary to apply for and
              obtain patent letters of the United States or of any foreign
              country or to protect otherwise SEARLE's interest therein. KENDLE
              shall ensure that its contractual arrangements with its agents,
              employees, subcontractors and other representatives provide for
              their automatic assignment to SEARLE of all such inventions,
              discoveries and improvements.

ARTICLE 10 -- CONFIDENTIALITY
-----------------------------

10.1     UNDERTAKING. During the term hereof and for a period of ten (10) years
         following the expiration or termination hereof, KENDLE shall keep
         confidential and not use (other


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         than to perform the Services) any of the Searle Information. KENDLE
         further agrees to limit disclosure of the Searle Information to agents,
         subcontractors, employees and other representatives of KENDLE who have
         signed agreements with KENDLE reiterating the provisions of this
         Article and to Investigators who have signed Investigator Contracts.

10.2     EXCEPTIONS. The obligations set forth in Paragraph 10.1 shall not apply
         to Searle Information which:

         (a) is already known to KENDLE as shown by its prior written records;

         (b) is or becomes publicly available through no fault of KENDLE;

         (c) is received from a third party which KENDLE believes in good faith
             has a right to disclose it; or

         (d) is required by law to be disclosed.

10.3     PUBLICATIONS. It is expressly understood that neither KENDLE nor any
         agent, employee, subcontractor or other representative of KENDLE shall
         have the right to publish any information concerning any Searle Study.

ARTICLE 11 -- ASSIGNMENT
------------------------

11.1     BY KENDLE. KENDLE may not assign, transfer or attempt to assign or
         transfer any of its rights or obligations hereunder without the prior
         written consent of SEARLE. Any attempt by KENDLE without SEARLE's prior
         written consent shall constitute a material default hereunder.



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11.2     BY SEARLE. SEARLE shall have the right to assign this Agreement, in
         whole or in part, on thirty (30) days' prior written notice to KENDLE.

ARTICLE 12 -- ENTIRE AGREEMENT; AMENDMENTS
------------------------------------------

12.1     ENTIRE AGREEMENT. This Agreement, together with each Exhibit and each
         Protocol, constitutes the entire agreement between the parties with
         respect to the subject matter hereof. All projects and contracts
         entered into prior to the signing of this Agreement remain in full
         force and effect.

12.2     AMENDMENTS. This Agreement may not be amended except in writing signed
         by both parties.

ARTICLE 13 -- MISCELLANEOUS
---------------------------

13.1     CONFLICT OF INTEREST. KENDLE represents to SEARLE that it has no
         obligations, contractual or otherwise, that would conflict with its
         entering into this Agreement or performing the Services and that it
         will undertake no such obligations during the term hereof.

13.2     INDEPENDENT CONTRACTOR. KENDLE is an independent contractor and nothing
         in this Agreement shall be construed to create a partnership, joint
         venture or employment relationship between the parties. KENDLE shall
         have no authority to bind SEARLE to any commitment whatsoever, and
         KENDLE shall not hold itself out to third parties as having authority
         to do so.



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13.3     NOTICES. Any notice which either party may be required to give the
         other shall be deemed to be duly given when mailed by certified or
         registered mail, postage prepaid, return receipt requested, to the
         other party at the addresses first given above, addressed to the
         attention of the person signing this Agreement for such party or to
         such other addresses and recipients as the parties may direct in
         writing. Notices shall be deemed to be effective five (5) days after
         mailing.

13.4     SEVERABILITY. If any provision hereof shall be determined to be invalid
         or unenforceable, such determination shall not affect the validity of
         the other provisions of this Agreement; provided that the parties shall
         promptly agree upon replacement provision(s) which approximate as
         closely as possible the spirit and intent of the invalid provision(s).

13.5     SURVIVAL. Sections 2.3 (Records), 2.4 (Audit Right), 6.3 (Termination
         by Searle), 6.4 (Termination by Either Party), 6.5 (Obligations on
         Expiry or Termination), Articles 7 (Indemnification), Article 9
         (Property Ownership and Retention), Article 10 (Confidentiality), shall
         survive the expiration or earlier termination of this Agreement.

13.6     GOVERNING LAW. This Agreement shall be governed by and interpreted in
         accordance with the laws of the state of Illinois, regardless of its
         choice of law principles.

13.7     WAIVERS. Waiver by either party or the failure by either party to claim
         a breach of any provision of this Agreement shall not be deemed to
         constitute a waiver or estoppel with respect to any subsequent breach
         of any provision hereof.

13.8     USE OF NAMES. Each party, on behalf of itself, its agents, employees,
         subcontractors and representatives agrees not to use the name of the
         other party or its agents,



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Searle/Kendle Master Agreement

         employees, subcontractors and representatives in any publication,
         promotional material or other writing or oral statement for public
         distribution, relative to the subject matter or existence of this
         Agreement, except as otherwise required by law or previously consented
         to in writing by the other party. Notwithstanding the foregoing, SEARLE
         consents to KENDLE advising prospective clients that KENDLE has
         performed clinical research services for SEARLE.

13.9     FORCE MAJEURE. Either party's failure to perform its obligations
         hereunder shall be excused to the extent and for the period of time
         such nonperformance is caused by an event of FORCE MAJEURE, including
         but not limited to, the occurrence of war, invasion, fire, explosion,
         flood, riot, strikes, acts of God, acts of government or governmental
         agencies or instrumentalities or contingencies or causes beyond such
         party's reasonable control.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
set forth above.

KENDLE INTERNATIONAL INC.              G.D. SEARLE & CO.

By: Timothy M. Mooney                  By:
   --------------------------               ------------------------------
Title:  V.P. - C.F.O.                  Title:
      -----------------------                 ----------------------------



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Searle/Kendle Master Agreement


                               LIST OF ATTACHMENTS
                               -------------------

                                 A Certification



                                      -22-
<PAGE>   23

Searle/Kendle Master Agreement


                                  ATTACHMENT A
                                  ------------



KENDLE hereby certifies that, to the best of its ability and/or knowledge, it
will not or has not employed or otherwise used in any capacity the services of
any person debarred under section 306(a) or (b) of the Federal Food, Drug, and
Cosmetic Act in connection with its activities related to Protocol No. ________
entitled____________________________________________________________.





--------------------------------
KENDLE INTERNATIONAL INC




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