SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

6,643,790 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,643,790 (1)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ChemoCentryx, Inc.

(Name of Issuer)

Common Stock, par value $0.001 Per Share

(Title of Class of Securities)

16383L106

(CUSIP Number)

Dr. Oliver P. Kronenberg

Group General Counsel

Vifor Pharma Management Ltd.

Flughofstrasse 61, CH-8152, Glattbrugg, Switzerland

+41.58.851.80.00

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 14, 2020

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 16383L106		SCHEDULE 13D/A


1		NAMES OF REPORTING PERSONS Vifor (International) Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland

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CUSIP No. 16383L106		SCHEDULE 13D/A


1		NAMES OF REPORTING PERSONS Vifor Fresenius Medical Care Renal Pharma Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland

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CUSIP No. 16383L106		SCHEDULE 13D/A


1		NAMES OF REPORTING PERSONS Vifor Pharma Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland

(1)

Beneficial ownership of the common stock referred to herein is being reported solely because Vifor Pharma Ltd. may be deemed to beneficially own such shares as a result of its indirect ownership of 100% of the equity interests of Vifor (International) Ltd. and 55% of the equity interests of Vifor Fresenius Medical Care Renal Pharma Ltd. Neither the filing of this Amendment No. 1 on Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by Vifor Pharma Ltd. that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2)	Based on 67,772,661 shares of Common Stock outstanding as of June 15, 2020, based on the disclosure in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 11, 2020.

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CUSIP No. 16383L106		SCHEDULE 13D/A

Preliminary Note

This Amendment No. 1 (this “Amendment”), amends and supplements the Schedule 13D (the “Schedule 13D”) initially filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2018 by each of Vifor (International) Ltd., an entity formed under the laws of Switzerland (“Vifor (International)”), Vifor Fresenius Medical Care Renal Pharma Ltd., an entity formed under the laws of Switzerland (“VFMCRP” and together with Vifor (International), “Investors”), and Vifor Pharma Ltd., an entity formed under the laws of Switzerland (“Vifor Pharma” and, together with Investors, the “Reporting Persons”) relating to the shares of common stock, par value $0.001 (“Common Stock”) of ChemoCentryx, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4.

Purpose of the Transaction.

Item 4 is hereby amended and restated in its entirety to read as follows:

Pursuant to the Stock Acquisition and after giving effect to sales that have occurred pursuant to the 10b5-1 Plan (as defined below) through July 14, 2020, Vifor (International) has a beneficial ownership of Common Stock equal to 9.8% of the Common Stock outstanding (determined by reference to the number of shares of Common Stock outstanding as of June 15, 2020, based on the disclosure in the Issuer’s Prospectus Supplement filed with the SEC on June 11, 2020), which Vifor Pharma may be deemed to have beneficially owned as a result of its indirect ownership of 100% of the equity interests of Vifor (International). Vifor (International) entered into the Stock Acquisition based on its belief that the Acquired Stock represented, at the time of the Stock Acquisition, an attractive investment opportunity.

Prior to the date of the Stock Acquisition, Investors and the Issuer were, and as of the date of this Statement remain, party to certain commercial arrangements, including (i) that certain Collaboration and License Agreement, dated as of May 9, 2016, as amended by the Amendment to Collaboration and License Agreement, dated as of May 22, 2017 (as so amended, the “Avacopan Agreement”), (ii) that certain Stock Purchase Agreement, dated as of May 9, 2016 (the “2016 Stock Purchase Agreement”), (iii) the Collaboration and License Agreement, dated as of December 22, 2016, as amended by the Amendment to Collaboration and License Agreement, dated as of June 6, 2018 (as so amended, the “CCX140 Agreement”), (iii) that certain Letter Agreement, dated February 13, 2017 (the “2017 Letter Agreement”), (iv) that certain Letter Agreement regarding grant of rights to CCX168 in China, dated June 6, 2018 (the “CCX168 Letter Agreement”), and (ii) that certain Letter Agreement regarding grant of rights to CCX140 in China, dated June 6, 2018 (collectively with the Avacopan Agreement, the 2016 Stock Purchase Agreement, the CCX140 Agreement, the 2017 Letter Agreement and the CCX168 Letter Agreement, the “Commercial Arrangements”).

Pursuant to the Commercial Arrangements, Investors and the Issuer are engaged in a strategic partnership relating to Issuer’s late stage drug candidates Avacopan (CCX168) and CCX140 (collectively, the “Drugs”), whereby (i) Investors have made payments to Issuer of approximately $212,000,000, including amounts paid in respect of the development of the Drugs and amounts paid in respect of commercialization arrangements and (ii) the Issuer has granted Investors commercialization rights to the Drugs outside the United States.

Also pursuant to the Commercial Arrangements, (i) on May 9, 2016, Vifor (International) and the Issuer entered into the 2016 Stock Purchase Agreement, pursuant to which Vifor (International) acquired directly from the Issuer 3,333,333 shares of Common Stock for an aggregate purchase price of approximately $24,999,997 and (ii) Investors are subject to certain customary “standstill” obligations in relation to the Issuer, as set forth in the Avacopan Agreement and the CCX140 Agreement (the “Commercial Arrangement Standstills”), which obligations continue for the terms of the Avacopan Agreement and the CCX140 Agreement, or, in each such case, for three months after the early termination of either such agreement. Among other things, the Commercial Arrangement Standstills prohibit Investors from acquiring any securities of the Issuer without the consent of the Board of Directors of the Issuer. Prior to the date of the Stock Acquisition, Vifor (International) transferred to VFMCRP the 3,333,333 shares of Common Stock that it had previously acquired as well as its rights and obligations in the Commercial Arrangements. Vifor Pharma may be deemed to beneficially own the 3,333,333 shares of Common Stock owned by VFMCRP as a result of its indirect ownership of 55% of the equity interests of VFMCRP and, as a result of the Stock Acquisition and after giving effect to sales that have occurred pursuant to the 10b5-1 Plan through July 14, 2020, Vifor Pharma Ltd. may be deemed to beneficially own 14.7% of the Common Stock outstanding (determined by reference to the number of shares of Common Stock outstanding as of June 15, 2020, based on the disclosure in the Issuer’s Prospectus Supplement filed with the SEC on June 11, 2020).

Immediately prior to Vifor (International)’s execution and delivery of the Stock Purchase Agreement, Investors and the Issuer entered into a Standstill and Waiver Agreement, dated September 17, 2018 (the “Standstill Agreement”), pursuant to which (i) the Board of Directors of the Issuer approved the Stock Acquisition and exempted Vifor (International) and the Stock Acquisition from the restrictions contained in Section 203 of the Delaware General Corporate Law and (ii) Investors agreed to comply with certain customary “standstill” obligations through September 17, 2021. Among other things, the Standstill Agreement prohibits Investors from acquiring additional shares of Common Stock such that Investors would own greater than 21.5% of the issued and outstanding Common Stock.

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CUSIP No. 16383L106		SCHEDULE 13D/A

On June 26, 2020, Vifor (International) and J.P. Morgan Securities LLC entered into a 10b5-1 sale plan agreement (the “10b5-1 Plan”) designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). Under the 10b5-1 Plan, J.P. Morgan Securities LLC, acting as the exclusive agent of Vifor (International), may sell, beginning July 1, 2020, up to 2,200,000 shares of Common Stock through August 31, 2020, subject to the price, volume and other conditions set forth in the 10b5-1 Plan.

In connection with the entry into the 1065-1 Plan, on June 26, 2020, Vifor (International) filed a Form 144 with the SEC, indicating its intent to sell a total of 4,482,722 shares of Common Stock, inclusive of the shares that may be sold pursuant to the 10b5-1 plan.

Other than as described in this Amendment, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act.

The foregoing descriptions of the Commercial Arrangements, the Standstill Agreement and the 10b5-1 Plan are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibits 99.3 – 99.12 hereto and which are incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

As described above, Investors own an aggregate of 9,977,123 shares of Common Stock of the Issuer, which constitutes approximately 14.7% of the issued and outstanding Common Stock of the Issuer (as determined on the basis described in Item 4). Vifor Pharma may be deemed to beneficially own such shares as a result of its indirect ownership of 100% of the equity interests of Vifor (International) and 55% of the equity interests of VFMCRP. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission by Vifor Pharma that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

Except as otherwise provided herein, there have been no transactions in shares of Common Stock effected during the past 60 days by the Reporting Persons.

No other person is known by the undersigned to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock which is held by Investors.

The following table sets forth the transactions with respect to shares of Common Stock by each of the Reporting Persons required to be reported pursuant to paragraph (c) of Item 5 of Schedule 13D under the Exchange Act. Each of the transactions set forth in the following table reflect sales executed pursuant to the 10b5-1 Plan. Each day’s sales comprised open market transactions made on that day. Where indicated by footnote, the price per share reported for each sale is the weighted average sales price. Vifor (International) will provide upon request of the SEC staff the full information regarding the number of shares purchased or sold at each separate price.


Reporting Person	Date of Transaction		Number of Shares Acquired (A) or Disposed (D) of			Price per Share
VIFOR (INTERNATIONAL) LTD.		July 2, 2020		15,376	(D)	$	56.4739	(1)
VIFOR (INTERNATIONAL) LTD.		July 2, 2020		36,417	(D)	$	57.3816	(2)
VIFOR (INTERNATIONAL) LTD.		July 2, 2020		35,988	(D)	$	57.9756	(3)
VIFOR (INTERNATIONAL) LTD.		July 6, 2020		47,825	(D)	$	57.7965	(4)
VIFOR (INTERNATIONAL) LTD.		July 6, 2020		18,486	(D)	$	58.8542	(5)
VIFOR (INTERNATIONAL) LTD.		July 6, 2020		20,379	(D)	$	59.5723	(6)
VIFOR (INTERNATIONAL) LTD.		July 7, 2020		2,450	(D)	$	57.7165	(7)
VIFOR (INTERNATIONAL) LTD.		July 7, 2020		56,790	(D)	$	59.0373	(8)

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CUSIP No. 16383L106		SCHEDULE 13D/A


VIFOR (INTERNATIONAL) LTD.	July 7, 2020	20,147	(D)	$	59.895	(9)
VIFOR (INTERNATIONAL) LTD.	July 8, 2020	18,027	(D)	$	58.9236	(10)
VIFOR (INTERNATIONAL) LTD.	July 8, 2020	60,018	(D)	$	59.8287	(11)
VIFOR (INTERNATIONAL) LTD.	July 8, 2020	13,401	(D)	$	60.8288	(12)
VIFOR (INTERNATIONAL) LTD.	July 8, 2020	8,554	(D)	$	61.5576	(13)
VIFOR (INTERNATIONAL) LTD.	July 9, 2020	53,955	(D)	$	59.2782	(14)
VIFOR (INTERNATIONAL) LTD.	July 9, 2020	36,920	(D)	$	60.5171	(15)
VIFOR (INTERNATIONAL) LTD.	July 9, 2020	8,925	(D)	$	61.1174	(16)
VIFOR (INTERNATIONAL) LTD.	July 9, 2020	200	(D)	$	62.01
VIFOR (INTERNATIONAL) LTD.	July 10, 2020	9,223	(D)	$	59.4983	(17)
VIFOR (INTERNATIONAL) LTD.	July 10, 2020	35,716	(D)	$	60.0167	(18)
VIFOR (INTERNATIONAL) LTD.	July 10, 2020	905	(D)	$	60.6217	(19)
VIFOR (INTERNATIONAL) LTD.	July 13, 2020	41,292	(D)	$	56.7135	(20)
VIFOR (INTERNATIONAL) LTD.	July 13, 2020	11,502	(D)	$	57.7994	(21)
VIFOR (INTERNATIONAL) LTD.	July 13, 2020	23,366	(D)	$	58.773	(22)
VIFOR (INTERNATIONAL) LTD.	July 13, 2020	14,261	(D)	$	59.8715	(23)
VIFOR (INTERNATIONAL) LTD.	July 13, 2020	9,579	(D)	$	60.6835	(24)
VIFOR (INTERNATIONAL) LTD.	July 14, 2020	13,027	(D)	$	56.9067	(25)
VIFOR (INTERNATIONAL) LTD.	July 14, 2020	68,732	(D)	$	58.163	(26)
VIFOR (INTERNATIONAL) LTD.	July 14, 2020	18,241	(D)	$	58.6226	(27)

(1)	The transaction was executed in multiple trades as prices ranging from $55.86 to $56.85, inclusive.

(2)	The transaction was executed in multiple trades as prices ranging from $56.88 to $57.87, inclusive.

(3)	The transaction was executed in multiple trades as prices ranging from $57.88 to $58.21, inclusive.

(4)	The transaction was executed in multiple trades as prices ranging from $57.28 to $58.26, inclusive.

(5)	The transaction was executed in multiple trades as prices ranging from $58.29 to $59.28, inclusive.

(6)	The transaction was executed in multiple trades as prices ranging from $59.29 to $60.00, inclusive.

(7)	The transaction was executed in multiple trades as prices ranging from $57.08 to $58.06, inclusive.

(8)	The transaction was executed in multiple trades as prices ranging from $58.60 to $59.59, inclusive.

(9)	The transaction was executed in multiple trades as prices ranging from $59.61 to $60.35, inclusive.

(10)	The transaction was executed in multiple trades as prices ranging from $58.29 to $59.28, inclusive.

(11)	The transaction was executed in multiple trades as prices ranging from $59.30 to $60.28, inclusive.

(12)	The transaction was executed in multiple trades as prices ranging from $60.30 to $61.23, inclusive.

(13)	The transaction was executed in multiple trades as prices ranging from $61.32 to $61.855, inclusive.

(14)	The transaction was executed in multiple trades as prices ranging from $58.90 to $59.88, inclusive.

(15)	The transaction was executed in multiple trades as prices ranging from $59.90 to $60.89, inclusive.

(16)	The transaction was executed in multiple trades as prices ranging from $60.90 to $61.75, inclusive.

(17)	The transaction was executed in multiple trades as prices ranging from $58.60 to $59.59, inclusive.

(18)	The transaction was executed in multiple trades as prices ranging from $59.60 to $60.59, inclusive.

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CUSIP No. 16383L106		SCHEDULE 13D/A

(19)	The transaction was executed in multiple trades as prices ranging from $60.60 to $60.77, inclusive.

(20)	The transaction was executed in multiple trades as prices ranging from $56.32 to $57.28, inclusive.

(21)	The transaction was executed in multiple trades as prices ranging from $57.33 to $58.31, inclusive.

(22)	The transaction was executed in multiple trades as prices ranging from $58.33 to $59.32, inclusive.

(23)	The transaction was executed in multiple trades as prices ranging from $59.33 to $60.27, inclusive.

(24)	The transaction was executed in multiple trades as prices ranging from $60.34 to $61.21, inclusive.

(25)	The transaction was executed in multiple trades as prices ranging from $56.51 to $57.50, inclusive.

(26)	The transaction was executed in multiple trades as prices ranging from $57.57 to $58.56, inclusive.

(27)	The transaction was executed in multiple trades as prices ranging from $58.57 to $59.02, inclusive.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety to read as follows:


Exhibit		Description of Exhibit

99.1 (1)		Joint Filing Agreement, dated as of November 1, 2018, by and among Vifor (International) Ltd., Vifor Fresenius Medical Care Renal Pharma Ltd. and Vifor Pharma Ltd.

99.2 (1)		Stock Purchase Agreement, dated as of September 17, 2018, by and between Vifor (International) Ltd. and Glaxo Group Limited

99.3 (1)		Standstill and Waiver Agreement, dated as of September 17, 2018, by and among Vifor (International) Ltd., Vifor Fresenius Medical Care Renal Pharma Ltd. and ChemoCentryx, Inc.

99.4 (2)		Collaboration and License Agreement, dated as of May 9, 2016, by and between ChemoCentryx, Inc. and Vifor (International) Ltd.

99.5 (2)		Stock Purchase Agreement, dated as of May 9, 2016, by and between ChemoCentryx, Inc. and Vifor (International) Ltd.

99.6 (3)		Collaboration and License Agreement, dated as of December 22, 2016, by and between ChemoCentryx, Inc. and Vifor (International) Ltd.

99.7 (4)		Letter Agreement, dated as of February 13, 2017, between ChemoCentryx, Inc. and Vifor (International) Ltd.

99.8 (5)		Amendment to Collaboration and License Agreement, dated as of May 22, 2017, by and between ChemoCentryx, Inc. and Vifor Fresenius Medical Care Renal Pharma Ltd.

99.9 (6)		Letter Agreement dated as of June 6, 2018 between ChemoCentryx, Inc. and Vifor (International) Ltd. regarding Grant of Rights to CCX168 in China.

99.10 (6)		Letter Agreement dated as of June 6, 2018 between ChemoCentryx, Inc. and Vifor (International) Ltd. regarding Grant of Rights to CCX140 in China.

99.11 (6)		Amendment to Collaboration and License Agreement, dated as of June 6, 2018, by and between ChemoCentryx, Inc. and Vifor Fresenius Medical Care Renal Pharma Ltd.

99.12 (7)		10b5-1 Sale Plan Agreement, dated as of June 26, 2020, by and between Vifor (International) Ltd. and J.P. Morgan Securities LLC.

(1)	Filed with the Reporting Persons’ Schedule 13D, filed with the SEC on October 23, 2018, and incorporated herein by reference.

(2)	Filed with the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, filed with the SEC on August 9, 2016, and incorporated herein by reference.

(3)	Filed with the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 14, 2017, and incorporated herein by reference.

(4)	Filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the SEC on May 10, 2017, and incorporated herein by reference.

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CUSIP No. 16383L106		SCHEDULE 13D/A

(5)	Filed with the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, filed with the SEC on August 8, 2017, and incorporated herein by reference.

(6)	Filed with the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, filed with the SEC on August 9, 2018, and incorporated herein by reference.

(7)	Filed herewith.

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CUSIP No. 16383L106		SCHEDULE 13D/A

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	VIFOR (INTERNATIONAL) LTD.

Dated: July 15, 2020	By:	/s/ Oliver Kronenberg
		Name: Oliver Kronenberg
		Title: Group General Counsel

	By:	/s/ Markus Frenzen
		Name: Markus Frenzen
		Title: Group Treasurer

	VIFOR FRESENIUS MEDICAL CARE RENAL PHARMA LTD.

	By:	/s/ Oliver Kronenberg
		Name: Oliver Kronenberg
		Title: Group General Counsel

Dated: July 15, 2020	By:	/s/ Markus Frenzen
		Name: Markus Frenzen
		Title: Group Treasurer

	VIFOR PHARMA LTD.

	By:	/s/ Oliver Kronenberg
		Name: Oliver Kronenberg
		Title: Group General Counsel

Dated: July 15, 2020	By:	/s/ Markus Frenzen
		Name: Markus Frenzen
		Title: Group Treasurer

- 10 -

EX-99.12

Exhibit 99.12

10b5-1 SALE PLAN AGREEMENT

June 26, 2020

This letter agreement (this “Letter Agreement”) confirms the terms and conditions under which Vifor (International) Ltd, an entity formed under the laws of Switzerland (the “Seller”), hereby establishes a plan (the “Plan”) to sell shares of common stock, par value $$0.001 (the “Securities”), of Chemocentryx, Inc. (the “Issuer”), and under which J.P. Morgan Securities LLC (“JPMS”) will act as its exclusive agent to execute the Plan.

Appointment of JPMS. The Seller hereby appoints JPMS as its exclusive agent to sell Securities pursuant to the Plan. It is the Seller’s intention that such sales benefit from the affirmative defense provided by Rule 10b5-1 (“Rule 10b5-1”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the Plan and the transactions contemplated hereby comply with the requirements of paragraph (c)(1)(i)(B) of Rule 10b5-1. Accordingly, the Seller hereby agrees that the terms of this Letter Agreement and the Plan shall be interpreted to comply with the requirements of such paragraph (c)(1)(i)(B) and that it shall not take, nor permit any person or entity under its control to take, any action that could result in such sales not so complying with the requirements of such paragraph (c)(1)(i)(B).

Term.

(a)

JPMS is authorized to commence selling Securities on July 1, 2020 (the “Start Date”), and this Letter Agreement and the Plan shall terminate upon the earliest of (the period from and including the Start Date to such termination, the “Plan Period”):

(i)

the close of business on the one-year anniversary of the date hereof;

(ii)

the completion of all sales contemplated by the Plan;

(iii)

subject to Section 10 below, the receipt by either party from the other of written notice of termination;

(iv)

the existence of any legal or regulatory restriction that would prohibit any sale pursuant to the Plan;

(v)

the public announcement of any merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Securities into shares of a company other than the Issuer, or of the conversion of

(vi)

the failure of the Seller to comply with Section 6 hereof.

(b)

If, as contemplated by paragraph (a)(iv) of this Section 2, at any time during the term of this Letter Agreement, any legal or regulatory restriction that is applicable to the Issuer, the Seller or the affiliates of the Issuer or the Seller would, to the knowledge of the Seller, prohibit any sale pursuant to the Plan, the Seller shall give JPMS notice of such restriction as soon as practicable (such notice, a “Required Termination Notice”). Such notice shall not include any information about the nature of the restriction or its applicability to the relevant entity.

(c)

The Seller shall be solely responsible for any sales made by JPMS as the Seller’s agent prior to the termination of the Plan. In addition, if JPMS receives notice of termination (including any Required Termination Notice) or of any of the termination events listed above, JPMS shall nevertheless be entitled to make, and the Seller shall be solely responsible for, a sale hereunder pursuant to an offer made before such notice was received by JPMS.

(d)

Sections 6, 8 and 9 of this Letter Agreement shall survive any termination hereof.

3.	Selling Procedures.

(a) On each Trading Day during the Plan Period on which no Market Disruption Event (as defined below) occurs, JPMS shall use commercially reasonable efforts to sell as agent for the Seller and for the account of the Seller on such Trading Day using commercially reasonable means in accordance with the Plan guidelines set forth in Annex A hereto. JPMS may sell Securities on the Principal Market, any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. Any numbers of Securities to be sold (and any corresponding sale price limits or ranges) set forth in Annex A shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Securities or any change in capitalization with respect to the Issuer or any similar event that occurs during the term of this Letter Agreement, as determined by JPMS in good faith and a commercially reasonable manner.

A “Trading Day” is any day during the Plan Period that the Principal Market is open for business and the Securities trade regular way on the Principal Market.

“Market Disruption Event” means that (i) there occurs any material (as reasonably determined by JPMS) suspension of or limitation on trading by the Principal Market, (ii) there occurs any event that materially (as reasonably determined by JPMS) disrupts or impairs the ability of market participants in general to effect transactions in or obtain market values for the Securities or futures or options contracts on the Securities or (iii) the Principal Market closes prior to its scheduled closing time for such Trading Day.

(b) In the event that JPMS, in its discretion, determines that it is appropriate with regard to any legal, regulatory or self-regulatory requirements or related internal policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by JPMS) for JPMS to refrain from selling Securities or to sell fewer than the number of Securities otherwise specified in the instructions provided by the Seller on any day, then JPMS may, in its sole discretion, elect that the number of Securities sold shall be reduced for such day to an amount determined by JPMS in its discretion.

(c) Any Securities sold pursuant to the Plan shall be sold under ordinary principles of best execution at the then-prevailing market price. Subject to the terms of the Plan as set forth herein (including Annex A hereto), JPMS shall have full discretion with respect to the execution of all sales, and the Seller acknowledges and agrees that the Seller does not have, and shall not attempt to exercise, any influence over how, when or whether sales of Securities are affected pursuant to the Plan. The Seller acknowledges and agrees that, in selling Securities pursuant to the Plan, JPMS will be an independent contractor and will not be acting as the Seller’s trustee or fiduciary or in any similar capacity.

Delivery of Securities to be Sold and Proceeds of Sold Securities. Seller shall deliver all Securities that may be sold pursuant to the Plan into an account at JPMS in the Seller’s name prior to the Start Date. JPMS shall have no obligation to sell any Securities that have not been delivered as provided herein. The proceeds of Securities sold, netted against any applicable fees, shall be paid to the Seller within one standard settlement cycle after the sale.

5.	Compensation. For the services provided in this Letter Agreement, the Seller agrees to pay to JPMS a fee of $0.04 per share for the Securities sold pursuant to the terms of this Letter Agreement.

6.	Representations, Warranties and Agreements. The Seller represents and warrants to, and agrees with, JPMS as follows:

(a) This Letter Agreement and the transactions contemplated herein have been duly authorized by the Seller and have been approved, to the extent required, pursuant to or under any and all applicable policies and procedures of the Issuer applicable to sales of Securities by the Seller; this Letter Agreement is the valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms; performance of the transactions contemplated herein will not violate any law, rule, regulation, order, judgment or decree applicable to the Seller or conflict with or result in a breach of or constitute a default under any agreement or instrument to which the Seller is a party or by which it or any of its property is bound or its articles of incorporation; and no governmental, administrative or official consent, approval,

authorization, notice or filing is required for performance of the transactions contemplated herein, except for such consents, approvals, authorizations, notices or filings as may be required under (i) the Exchange Act and the rules and regulations thereunder and (ii) state securities or “blue sky” laws.

(b) As of the date of this Letter Agreement, the Seller is not aware of any material nonpublic information concerning the Securities or the business, operations or prospects of the Issuer. JPMS shall have received confirmation from Issuer’s counsel that the issuer is not subject to a blackout period.

(c) The Seller is engaging JPMS and entering into this Letter Agreement and the Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, including, without limitation, Rule 10b5-1 under the Exchange Act. Until this Letter Agreement is terminated, the Seller agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the Securities.

(d) The Seller is not entering into this Letter Agreement to create actual or apparent trading activity in the Securities (or any security convertible into or exchangeable for the Securities) or to raise or depress the price of the Securities (or any security convertible into or exchangeable for the Securities) for the purpose of inducing others to buy or sell Securities, and will not engage in any other securities or derivative transaction to such ends.

(e) During the term of this Letter Agreement, neither the Seller nor its officers or employees shall, directly or indirectly, disclose to any person at JPMS effecting sales under the Plan any material nonpublic information regarding the Issuer or the Securities or any information regarding the Issuer or the Securities that could reasonably be expected to influence the execution of the Plan.

(f) The Seller acknowledges that JPMS is a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A), respectively, of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge that each transaction under this Letter Agreement is intended to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code and each payment or delivery of cash, Securities or other property or assets hereunder is a “settlement payment” within the meaning of Section 741(8) of the Bankruptcy Code, and the parties hereto are to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555 and 561 of the Bankruptcy Code.

(g) The Seller shall be solely responsible for compliance with all statutes, rules and regulations applicable to the Seller and the transactions contemplated hereby, including, without limitation, reporting and filing requirements. The Seller acknowledges and agrees that it is not relying, and has not relied, upon JPMS or any affiliate of JPMS with respect to the legal, accounting, tax or other implications of the Plan and the transactions contemplated thereby and that it has conducted its own analyses of the legal, accounting, tax and other implications hereof. JPMS has made no representation and has no obligation with respect to whether the Plan or the transactions contemplated thereunder qualify for the affirmative defense provided by Rule 10b5-1.

(h) The Seller acquired and made full payment for the Securities that may be sold pursuant to the Plan prior to June 26, 2019. The Securities to be sold under the Plan are owned free and clear by the Seller and are not subject to any liens, security interests or other encumbrances or limitations on dispositions, other than any such limitations arising as a result of the fact that Seller may be an “affiliate”, as that term is defined in Rule 144 under the Securities Act of 1933 (“Rule 144”), of the Issuer.

(i) From the date three months prior to the Start Date until the end of the Plan Period, neither the Seller nor any affiliate of the Seller nor any person who would be considered to be the same “person” as the Seller or “act[ing] in concert” with the Seller (as such terms are used in clauses (a)(2) and (e)(3)(vi) of Rule 144) has sold or hedged or will, without the written consent of JPMS, sell or hedge (through swaps, options, short sales or otherwise) any long position in, any Securities. The Seller has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy

Securities in anticipation of or in connection with any sales of Securities that JPMS (or an affiliate of JPMS) may effect under the Plan. Except as provided herein, the Seller has not made or arranged for, and will not make or arrange for, any payment to any person in connection with any sales of Securities that JPMS (or an affiliate of JPMS) may effect under the Plan. The Seller does not know or have any reason to believe that the Issuer has not complied with the reporting requirements set forth in Rule 144(c)(1). For the purposes of this paragraph, Securities shall be deemed to include securities convertible into or exchangeable or exercisable for Securities.

(j) The Seller shall file or cause to be filed, on the date hereof and in the manner contemplated by Rule 144(h), a notice on Form 144 relating to the Plan contemplated hereby in form and substance that JPMS has informed the Seller is acceptable to JPMS.

(k) The Seller is and, after giving effect to the Plan, will be in compliance with its reporting obligations under Section 16 and Section 13 of the Exchange Act, and the Seller will provide JPMS with a copy of any report filed thereunder in respect of the Plan promptly upon filing thereof.

7.	Other Sales by JPMS. Nothing herein shall preclude the sale by JPMS of Securities for JPMS’s own account, or the solicitation or execution of purchase or sale orders of Securities for the account of JPMS’s clients.

Indemnification. The Seller shall indemnify JPMS, its affiliates and the respective directors, officers, agents and employees of JPMS and its affiliates (each, a “JPMS Person”) against any liabilities or expenses (including attorney’s fees and disbursements), or actions in respect of any liabilities or expenses, arising from the services furnished pursuant to this Letter Agreement including, but not limited to, liabilities and expenses arising by reason of any violation or alleged violation of any state or federal securities laws, except to the extent such liabilities or expenses result from the gross negligence, willful misconduct or bad faith of JPMS in performing its services under this Letter Agreement. The Seller shall also promptly reimburse the JPMS Persons for all expenditures (including attorney’s fees and disbursements) made to investigate, prepare or defend any action or claim in respect of any such liability or expense, regardless of whether any litigation is pending or threatened against such JPMS Persons.

Limitation of Liability. No JPMS Person shall be liable in respect of any liabilities or expenses incurred by the Seller arising from or in connection with JPMS’s role or services under this Letter Agreement, except to the extent any such liabilities or expenses result from the gross negligence, willful misconduct or bad faith of JPMS in performing its services under this Letter Agreement.

10.

Amendment, Modification, Waiver or Termination. Any amendment, modification or waiver of this Letter Agreement or the Plan must be effected in accordance with the requirements for the amendment of a “plan” as defined in paragraph (c) of Rule 10b5-1. Without limiting the generality of the foregoing, any amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and no such amendment or modification shall be made at any time at which the Seller is aware of any material nonpublic information concerning the Issuer or the Securities. The Seller acknowledges and agrees that any action taken by it that results in the termination of the Plan pursuant to Section 2 is subject to the principles set forth in this section.

11.	Notices. Any written communication shall be sent to the address specified below: and shall become effective upon receipt:

(a)

if to JPMS, to it at

J.P. Morgan Securities LLC

383 Madison Avenue, 7^th Floor

New York, NY 10179

Attention: Ara Movsesian

Telephone: (212) 662-2619 Fax: (646) 810-5030

or at such other address as may from time to time be designated by notice to the Seller in writing; and

(b)

if to the Seller, to it at

Vifor (International) Ltd

Rechenstrasse 37

9014 St. Gallen

Switzerland

Attn: Group Treasurer

Facsimile: +41 58 851 8001

With a copy to Group General Counsel (Facsimile: +41 58 851 89 07)

or at such other address as may from time to time be designated by notice to JPMS in writing.

12.	Assignment. Neither party may assign its rights and obligations under this Letter Agreement to any other party; provided that JPMS may assign its rights and obligations under this Letter Agreement to any subsidiary of J.P. Morgan Chase & Co.

13.

Governing Law. This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the law of the State of New York. The parties hereto irrevocably submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, in the City of New York in any suit or proceeding arising out of or relating to this Letter Agreement or the transactions contemplated hereby. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

If the foregoing correctly sets forth our agreement, please sign the form of acceptance below.


J.P. MORGAN SECURITIES LLC

By:		/s/ Ara Movsesian
		Name: Ara Movsesian
		Title: Executive Director


Agreed to and accepted as of June 26, 2020:

Vifor (International) Ltd

By:	/s/ Dr. Oliver P. Kronenberg	By:	/s/ Markus Frenzen
	Name: Dr. Oliver P. Kronenberg		Name: Markus Frenzen
	Title: Group General Counsel		Title: Group Treasurer

ANNEX A


Start date	End date	Total Program	Total Trading days
1-Jul-20	31-Aug-20	2,200,000 shares	43

Price levels	Pace of Sales	Daily Max
Below $50.00	No sales
$50.00 - $52.50	up to 5% of daily volume	100,000 shs
$52.51 - $55.00	up to 10% daily volume	100,000 shs
$55.01 and above	up to 15% daily volume	100,000 shs

**No more than an aggregate of 100,000 shares sold in a trading session.**

A-1