Exhibit 10.1


 


***Text Omitted and
Filed Separately with the Securities and


Exchange
Commission.  Confidential Treatment
Requested


Under 17. C.F.R.
Sections 200.80(b)(4) and 240.24b-2.


 


SIXTH AMENDMENT

TO THE

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT


 


THIS
SIXTH AMENDMENT TO THE COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (the
“Sixth Amendment”)
is entered into as of July 18, 2007 (the “Sixth Amendment Effective Date”) by and
between SENOMYX, INC. (“Senomyx”), a
Delaware corporation, having a principal place of business at 4767 Nexus Centre
Drive, San Diego, California 92121, and KRAFT
FOODS GLOBAL, INC., a Delaware corporation (“Kraft”) having
offices at 801 Waukegan Road, Glenview, IL 60025.


 


WHEREAS,
Senomyx and Kraft entered into that certain Collaborative Research and License
Agreement dated as of December 6, 2000, as amended by that certain First
Amendment dated May 2, 2002, that certain Second Amendment dated April 29,
2005, that certain Third Amendment dated July 29, 2005, that certain
Fourth Amendment dated December 9, 2005, that certain Amended and Restated
Fourth Amendment dated December 9, 2005, and that certain Fifth Amendment
dated October 29, 2006 (collectively, the “Agreement”); and


 


WHEREAS,
Senomyx and Kraft wish to amend the Agreement to extend the Collaborative
Period for the [...***...] Phase to end concurrently with the [...***...] Phase in the manner set forth
in this Sixth Amendment (capitalized terms used but not otherwise defined in
this Sixth Amendment shall have the meanings given such terms in the
Agreement);


 


NOW,
THEREFORE, in consideration of the foregoing premises and of
the covenants, representations and agreements set forth below, the parties
hereby agree to amend the Agreement as follows:


 


1.                                        The
definition of “Collaborative Period” in Appendix A of the Agreement is hereby
amended such that the [...***...]
Phase will end upon expiration or earlier termination of the [...***...] Phase. All other definitions
in the Agreement will remain unchanged.


 


2.                                        The
parties acknowledge that Senomyx has submitted to Kraft a written report
regarding [...***...] as required by
the Fifth Amendment thereby completing Senomyx’s obligations under the [...***...] Phase.  Notwithstanding the foregoing, Senomyx may,
from time to time during the Collaborative Period, elect to submit to Kraft written
reports regarding one or more additional [...***...]
Compounds under Section 3.1.1 of the Agreement.  For the avoidance of doubt, the parties’
rights and obligations with respect to the [...***...] Phase of the Collaborative Program under Sections 3, 9
and 10 of the Agreement will continue only with respect to any [...***...] Compounds described in such
written reports.


 


3.             Section 3.1.1(B) of
the Agreement is hereby amended and restated as follows:


 


“During the Collaborative
Period for the [...***...]
Phase, Kraft will evaluate the [...***...]
Compounds described in written reports provided by Senomyx under


***Confidential Treatment
Requested


 

















 


 


Section 3.1.1 and
may select such compounds for further development by notifying Senomyx of such
selection in writing on or before expiration of the Collaborative Period.  Upon such notification, the [...***...] Compounds will become Selected
[...***...] Compounds.”


 


4.                                        For
the avoidance of doubt, the research funding under Section 9.1 shall
remain unchanged.


 


5.                                        Except
as specifically amended by this Sixth Amendment, the terms and conditions of
the Agreement shall remain in full force and effect.


 


6.                                        Subject
to prior written approval of Kraft, Senomyx will issue a press release to
announce the execution of this Sixth Amendment and the material terms.
Thereafter, Kraft and Senomyx may each disclose to Third Parties the
information contained in such press release without the need for further
approval by the other party.


 


7.                                        This
Sixth Amendment will be governed by the laws of the State of California, as
such laws are applied to contracts entered into and to be performed entirely
within such State.


 


8.                                        This
Sixth Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.


 


IN WITNESS WHEREOF, the parties, through their authorized officers, have executed this Sixth Amendment as of the Sixth Amendment Effective Date.
 


 


	
  SENOMYX,
  INC.

  	
   

  	
   

  	
  KRAFT
  FOODS GLOBAL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kent Snyder

  	
   

  	
  By:

  	
  /s/ Todd Abraham

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: Kent
  Snyder

  	
   

  	
  Name: Todd
  Abraham

  
	
  Title: President
  and Chief Executive Officer

  	
   

  	
  Title:  SVP
  R&D

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  7-18-07

  	
   

  	
  Date:

  	
  7/17/07

  
								



 


***Confidential Treatment
Requested