Exhibit 10.2


 


***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.


 


Execution Copy


 


THIRD
AMENDMENT


TO


COLLABORATIVE
RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT


 


This Third Amendment is entered
into as of August 1, 2007 (“Third Amendment
Effective Date”), by and between Senomyx, Inc. (“Senomyx”)
and Ajinomoto Co., Inc. (“Ajinomoto”).  Capitalized terms
used herein without definition shall have the meaning provided therefor in the
First Collaboration Agreement (as defined below).


 


BACKGROUND


 


WHEREAS, Senomyx and Ajinomoto have
previously entered into that certain Collaborative Research, Development,
Commercialization and License Agreement, effective March 23, 2006, that certain First Amendment thereto, dated October 6, 2006, and that certain Second Amendment
thereto, dated April 24, 2007 (collectively,
the “First Collaboration Agreement”), for [...***...]  Program
I and [...***...] Program II;


 


WHEREAS,
the parties desire to expand the licensed territory for Senomyx [...***...]  Compounds to include certain additional rights; and


 


WHEREAS,
the parties have agreed to amend the First Collaboration Agreement on the terms
set forth herein and enter into this Third Amendment for the purpose of
documenting such amendment as required by Section 17.7 of the First
Collaboration Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing premises, the parties hereby agree
to amend the First Collaboration Agreement as follows.


 


AGREEMENT


 


1.             Appendix A to the First Collaboration
Agreement is hereby amended by either adding or amending, as
provided below, the following
definitions:




 


“African Territory” means the following countries, which list will at all times be subject to U.S. trade embargoes:
 
[...***...]


 


***Confidential
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“Asian [...***...] Category” means  [...***...]   applications  in  the  [...***...]  Category in the Asian Territory other than [...***...].
 
“Asian Territory” means the following Asian countries, which list will at all times be subject to U.S. trade embargoes:
 
[...***...]
 
“Caribbean Territory” means the following countries, which list will at all times be subject to U.S. trade embargoes:
 


[...***...]


 


[...***...]  means  [...***...] and [...***...].
 
“Co-Exclusive Field” shall mean [...***...]  Product Category II and the Asian [...***...]  Category to the extent rights granted therein by Senomyx to Ajinomoto are Co-Exclusive.


 


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“[...***...]” means:
 
(i)            [...***...]
 
(ii)           [...***...]; and
 
(iii)          [...***...];
 
Provided, however, that the [...***...] Category does not include any products described in the [...***...]  Category.
 
“European Territory” means the following countries:  [...***...], which list will at all times be subject to U.S. trade embargoes.
 
“Excluded [...***...] Foods” means products containing one or more Senomyx [...***...]  Compounds, which products are sold separately as [...***...]   or other [...***...]  with respect to which a claim is made on [...***...] from such Senomyx [...***...]  Compound or such claim could not be made but for the inclusion of such Senomyx [...***...] Compound.
 
“[...***...]  Affiliate” means any corporation, company, partnership, joint venture, association or other entity, which directly or indirectly controls, is controlled by or is under common control with the [...***...].  As used in this definition, the term “control” means direct or indirect beneficial ownership of more than fifty percent (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of the outstanding securities having voting rights for the election of directors in a corporation or of the comparable equity interest in any other type of entity.


 


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“[...***...]” means any product to be added to [...***...] products (other than [...***...]) for any [...***...].
 
“[...***...] Regulatory Approval” means any regulatory approvals, licenses, permits or consents issued by any governmental authority, authorizing the use of the Senomyx [...***...]  Compounds as [...***...].
 
“Latin American Territory” means the following countries: [...***...], which list will at all times be subject to U.S. trade embargoes.
 
“Middle Eastern Territory” means the following countries:  [...***...], which list will at all times be subject to U.S. trade embargoes.
 
“Oceanic Territory” means the following countries: [...***...], which list will at all times be subject to U.S. trade embargoes.
 
“[...***...]” means all forms of [...***...].
 
“ROW Territory” means the entire world, excluding [...***...]   and [...***...].
 
“Second Amendment Effective Date” means April 24, 2007.
 
“Territory” means (i) with respect to Senomyx [...***...]  Compounds,  world-wide; and (ii) with respect to Senomyx [...***...]  Compounds, the Asian Territory and [...***...].
 
“[...***...]” means any [...***...]   as defined in [...***...].
 


“Third Amendment” means the Third Amendment to
Collaborative Research, Development, Commercialization and License Agreement
between Senomyx and Ajinomoto dated as of the Third Amendment Effective Date.


 


“Third Amendment Effective
Date” means August 1, 2007.


 


“[...***...]  Field” means:
 
(A)      with respect to Senomyx [...***...]  Compounds, any and all forms of food and beverages except for the following:
 
(i)        with respect to the Latin American Territory, [...***...]   and the Oceanic Territory:  [...***...]; and


 


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4

















 


(ii)       with respect to the African Territory, Caribbean Territory, Latin American Territory and Middle Eastern Territory:  [...***...]; and
 
(iii)      with respect to the European Territory:  [...***...]; and
 
(B)       with respect to Senomyx [...***...] Compounds in the Asian Territory and [...***...]:  [...***...]  Product Category I, [...***...]  Product Category II, [...***...]  Product Category III, [...***...]  Product Category IV and [...***...]  Product Category V.
 
Notwithstanding the foregoing, the [...***...]  Field and each product category within the [...***...]  Field specifically excludes [...***...].
 
“[...***...] Product(s)” means an Ajinomoto product(s) or an Ajinomoto Affiliate’s product(s) (pursuant to a permitted sublicense under Section 8.3) that incorporates one or more Senomyx [...***...]  Compound(s) and/or Selected Senomyx [...***...]  Compound(s); provided, however, that with respect to Selected Senomyx [...***...]  Compounds, such products must be for [...***...].
 
The definition of “[...***...]  Product Category VI” in the First Collaboration Agreement is hereby deleted.
 
“[...***...] Category” means [...***...].  For the purpose of this definition [...***...].
 


2.             Section 3.2 of the First Collaboration
Agreement is hereby amended as described below.


 


2.1           The first sentence of the first paragraph of Section 3.2 of the First
Collaboration Agreement is hereby amended and restated in its entirety as follows:


 


“During the Collaborative Period, Senomyx will
collaborate with Ajinomoto in [...***...]  Program I on
(i) an Exclusive and world-wide basis 


 


***Confidential
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5

















 


with respect to the [...***...]  Field,
except for [...***...]  Product Category II in the Asian Territory and the Asian [...***...] Category (ii) a Co-Exclusive basis with respect to [...***...]  Product Category II in the Asian Territory; and (iii) a
Co-Exclusive basis with respect to the Asian [...***...] Category.”


 


2.2        The
following sentences are hereby added to Section 3.2(B) of the First
Collaboration Agreement as follows:


 


“Senomyx agrees
to provide, at no additional cost, reasonable quantities to Ajinomoto of [...***...] Senomyx [...***...]  Compounds
selected by Ajinomoto for evaluation and product development with respect to
the additional license grants to Senomyx [...***...]  Compounds
under the Third Amendment. 
Notwithstanding the foregoing sentence, Senomyx’s obligation to provide
such quantities with respect to such additional license grants will end [...***...].”


 


2.3        The first sentence of Section 3.2(C) of the First Collaboration Agreement
is hereby amended and restated in its entirety as follows:


 


“For so long as Ajinomoto maintains its Exclusive
and Co-Exclusive licenses pursuant to Sections 8.1 and 8.2, Senomyx [...***...].”


 


3.             Section 3.3 of the First Collaboration
Agreement is hereby amended as set forth below.


 


3.1           Each
reference in the first sentence of Section 3.3 of the First Collaboration
Agreement to “Asian Territory” is
hereby replaced with “Asian Territory and [...***...]”.


 


3.2           Each reference in Section 3.3(D) of the First
Collaboration Agreement to “Asian Territory” is hereby replaced with “Asian Territory and [...***...]”.


 


4.             Section 3.5 of the First Collaboration
Agreement is hereby amended as set forth below.


 


4.1           The
following sentence is hereby added immediately after the third sentence of Section 3.5(A):


 


***Confidential
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6

















 


“Within
a commercially reasonable time, but no later than [...***...] of the Third Amendment Effective
Date, Ajinomoto will prepare a Product Development Plan for [...***...]  Products containing Senomyx [...***...] Compounds to be sold in the [...***...]  Field in the [...***...] for approval by the Steering
Committee.”


 


4.2           The
following sentence is hereby added to Section 3.5(B) of the First Collaboration Agreement:


 


“Ajinomoto
will use commercially reasonable efforts to commercialize an [...***...]  Product containing one or more Senomyx [...***...]  Compounds
within [...***...] of the Third Amendment Effective Date in [...***...].”


 


Notwithstanding the foregoing, Ajinomoto’s obligations under Section
3.5(B) (as set forth in the First Collaboration Agreement) with respect to
commercialization of [...***...]  Products
containing Senomyx [...***...]  Compounds in [...***...]  shall
remain unchanged.


 


4.3           The last sentence of Section 3.5(B) of the
First Collaboration Agreement is hereby amended and restated in its entirety as
follows:


 


“Notwithstanding
the foregoing, (i) any accrued payment obligations of Ajinomoto (including
payments under Sections 7.6.1 and 7.6.1.1) will continue to be payable; (ii)
such payment obligations under Sections 7.6.1 with respect to (x) [...***...]
and/or (y) [...***...] will continue unless Ajinomoto has discontinued all rights
to all Senomyx [...***...] Compounds and all Selected Senomyx [...***...] Compounds in
either (a) [...***...] and/or (b) [...***...], respectively; (iii) such payment
obligations under Sections 7.6.1.1 with respect to the North American Territory
will continue unless Ajinomoto has discontinued all rights to all Senomyx [...***...]  Compounds in
[...***...]; and (iv) such payment obligations under Section 7.6.1.2 with respect
to the [...***...]  will continue unless Ajinomoto
has discontinued all rights to Senomyx [...***...]  Compounds in the [...***...].”


 


5.             Section
3.6 of the First Collaboration Agreement is hereby amended as set forth below:


 


5.1        Section
3.6(B) of the First Collaboration Agreement is hereby amended and restated in
its entirety as follows:


 


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“(B)        Reimbursement of the Cost of
Filings to [...***...].  [...***...] will
reimburse [...***...] for the
costs associated with (i) the regulatory filings in the Asian Territory for the
Senomyx [...***...]  Compounds and Selected Senomyx [...***...]  Compounds
made pursuant to Section 3.6(A) and, to the extent the same is filed after the
Third Amendment Effective Date, for the Senomyx [...***...]  Compounds
in the [...***...]; and (ii)
the Regulatory Filing Data used in connection with such filings; provided,
however, that if any Third Party licensee of [...***...] has the right to [...***...]. 
For the avoidance of doubt, with respect to Senomyx [...***...]  Compounds,
[...***...].”


 


5.2           A new
Section 3.6(D) is hereby added to the First Collaboration Agreement as follows:


 


“(D)        [...***...] Regulatory Filings.  For so long as Ajinomoto maintains its
Exclusive and Co-Exclusive licenses in the [...***...]  Field pursuant to Section 8.1, [...***...]. 
All [...***...]
Regulatory Approvals obtained and maintained by Ajinomoto shall be [...***...]. 
For so long as Ajinomoto maintains its Exclusive and Co-Exclusive
licenses in the [...***...]  Field pursuant to Section 8.1, [...***...].  Any data generated by or
on behalf of Ajinomoto under this Section 3.6(D) that is required for
submitting or completing a regulatory filing to obtain [...***...] Regulatory Approval shall be [...***...].  Notwithstanding the foregoing, Senomyx
shall be free to disclose such data to Third Parties to the extent necessary or
appropriate for safety purposes.


 


In the event Ajinomoto’s Exclusive and
Co-Exclusive licenses in the [...***...]  Field under Section 8.1 are
abandoned or terminated, upon Senomyx’s request, Ajinomoto [...***...] and any data generated by or on
behalf of Ajinomoto required for submitting or completing regulatory filings to
obtain [...***...]
Regulatory Approvals to Senomyx and such data shall [...***...]


 


***Confidential
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8

















 


[...***...].  In the event Senomyx decides to proceed with
the assignment of such rights, [...***...].”


 


6.             In consideration for the additional
license grants to Senomyx [...***...]
Compounds under this Third Amendment, Ajinomoto shall pay to Senomyx a license fee of [...***...]; provided,
however, that in no event shall Ajinomoto have any obligation to make
payment earlier than [...***...] after
the Effective Date.  Such license fee shall be non-refundable and
non-creditable.


 


7.             Section 7.5 of the First Collaboration
Agreement is hereby amended as set forth below.


 


7.1           The first sentence of Section 7.5 of the
First Collaboration Agreement is hereby amended and restated as follows:


 


“Pursuant to the provisions of Section 7.7,
Ajinomoto will pay to Senomyx a royalty of [...***...] on [...***...] during the
Royalty Term; provided, however, that the royalty rate on sales of [...***...]  Products
in [...***...]  Product Category III, [...***...]  Product Category IV, [...***...]  Product
Category V and for any [...***...]
within the [...***...]  Field shall be [...***...]
on [...***...].  For purposes of the
foregoing proviso, sales of [...***...]  Products as [...***...] shall be
deemed [...***...].”


 


7.2           The fifth sentence of Section 7.5 of the
First Collaboration Agreement is hereby amended and restated as follows:


 


“For the avoidance of doubt, (i) [...***...]  Products in [...***...]  Product
Category III and [...***...]  Product
Category IV shall always be sold as a [...***...] and shall in no event be sold as [...***...];
(ii) [...***...]  Products in [...***...]  Product
Category V shall in no event be sold as [...***...]; and (ii) no other [...***...]  Products in the [...***...]  Field shall in any event be sold as [...***...].”


 


8.             A new Section 7.6.1.2 is hereby added to the
First Collaboration Agreement as follows:


 


***Confidential
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“7.6.1.2       Minimum Royalty Amount for the ROW Territory.  For
the period commencing [...***...] and ending on [...***...] (“Initial ROW Minimum
Royalty Period”), Ajinomoto shall pay to Senomyx a minimum royalty for the ROW Territory (“Initial ROW Minimum Royalty”)
based on the following schedule:


 


	
  Royalty

  Year

  	
   

  	
  Period

  	
   

  	
  Date of

  Accrual

  	
   

  	
  Amount of Payment

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  Aggregate Initial ROW Minimum
  Royalties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [...***...]

  	
   

  



 


Payments under this Section 7.6.1.2 are non-refundable
and shall be due within
[...***...] of the date of accrual.  Payment
of the above installments shall be the only royalties due for the ROW Territory in connection with the Initial ROW
Minimum Royalty Period; provided, however, that to the extent the
amount of the royalties to be
paid by Ajinomoto pursuant to Section 7.5 during the Initial ROW Minimum Royalty Period for the ROW Territory exceeds the aggregate amount of the Initial ROW Minimum Royalty [...***...], Ajinomoto shall pay the difference within [...***...] of the end of the
Initial ROW Minimum Royalty Period.


 


From and after [...***...], and during the remainder of the Royalty Term
(“Subsequent ROW Minimum Royalty Period”), Ajinomoto shall pay to Senomyx a
minimum annual royalty for
the ROW
Territory (“Subsequent ROW
Minimum Royalty”) based on the following schedule:


 


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10

















 


	
  Date of

  Accrual

  	
   

  	
  Amount of Payment

  	
   

  
	
  [...***...],
 and each successive one-year anniversary thereof

  	
   

  	
  [...***...]

  	
   

  



 


During the Subsequent ROW Minimum Royalty Period,
the amount by which the earned royalties provided for in Section 7.5 for the ROW Territory for a given ROW Minimum Royalty
Year (as defined below) is less than the amount of the relevant Subsequent ROW Minimum Royalty shall be paid
by Ajinomoto to Senomyx within [...***...] from the end of that ROW Minimum Royalty
Year;
provided, however, that the royalties for the ROW Territory
earned from [...***...] to [...***...] shall be treated, for the purpose
of the calculation of such amount, as being earned from [...***...] through [...***...]. 
A “ROW Minimum Royalty
Year” means each twelve-(12)-month period commencing on [...***...], and each anniversary thereof.


 


For the avoidance of doubt, the Initial ROW Minimum
Royalties and Subsequent ROW Minimum Royalties shall be due in addition to payments due under
Section 7.6.1 and Section 7.6.1.1.


 


In the event of the expiration or termination of
this Agreement [...***...], the Subsequent ROW Minimum Royalty for the final ROW
Minimum Royalty Year shall be calculated by subtracting (i) the amount of the
applicable earned royalty for such Subsequent ROW Minimum Royalty Year from
(ii) the product of (a) the amount of the applicable Subsequent ROW Minimum
Royalty multiplied by (b) the quotient of the number of days from the beginning
of such Subsequent ROW Minimum Royalty Year through the date of such expiration
or termination divided by the number of days in such Subsequent ROW Minimum
Royalty Year.”


 


For the avoidance of doubt, Section 7.6.1 and
7.6.1.1 shall remain unchanged and Minimum Annual Royalties thereunder shall
apply solely with respect to the Asian Territory and the North American
Territory, respectively.


 


9.             The first sentence of Section 7.7 of the
First Collaboration Agreement is hereby amended and restated in its entirety as
follows:


 


“Subject to the provisions of Section 7.6.1.1 with respect to royalties for
the Initial North American Minimum Royalty Period, and Section 7.6.1.2 with respect 


 


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11

















 


to royalties for the Initial ROW
Minimum Royalty Period, the royalties due under Section 7.5 will be
paid within [...***...] after the end of each calendar quarter period in which such
royalties are earned during the Royalty Term for [...***...].”


 


10.           Section 8 of the First Collaboration Agreement is hereby amended as set forth
below.


 


10.1  Section 8.1(A) of the First
Collaboration Agreement is hereby amended and restated as follows:


 


“(A)        [...***...]  Field.  An (A) Exclusive, nontransferable (except as
permitted under Sections 8.3 and 17.12), worldwide license under the Senomyx
Technology to (i) use Senomyx [...***...]  Compounds for evaluation and development of [...***...]   Products in the [...***...]  Field,
excluding all applications (including, without limitation, [...***...]) for the [...***...] Category in the Asian Territory
and excluding the Asian [...***...] Category; (ii) make, have made, use, sell, offer for
sale, have sold, import and export [...***...]  Products
containing Senomyx [...***...]  Compounds in the [...***...]  Field, excluding all applications
(including, without limitation, [...***...]) for the
[...***...] Category
in the Asian Territory and excluding the Asian [...***...] Category; and (iii) make and have made Senomyx [...***...]  Compounds to be
used by Ajinomoto and/or its Affiliates (only if pursuant to a permitted
sublicense as provided for in Section 8.3) in the [...***...]  Products in [...***...]  Field, excluding
all applications (including, without limitation, [...***...]) for the [...***...] Category
in the Asian Territory and excluding the Asian [...***...] Category, subject
to Section 13, and (B) a
Co-exclusive, nontransferable (except as permitted under Sections 8.3 and
17.12) license under the Senomyx Technology to (x) use Senomyx [...***...]  Compounds for
evaluation and development of [...***...]  Products in
the Asian [...***...] Category; (y) make, have made, use, sell, offer for sale,
have sold, import and export [...***...]  Products
containing Senomyx [...***...]  Compounds in the Asian [...***...] Category; and
(z) make and have made Senomyx [...***...]  Compounds to be used by Ajinomoto and/or its
Affiliates (only if pursuant to a permitted sublicense as provided for in
Section 8.3) in [...***...]  Products in
the Asian [...***...] Category, subject to Section 13.


 


For so long as Ajinomoto maintains its Co-Exclusive
license with respect to the Asian [...***...] Category pursuant to this Section
8.1, Senomyx may [...***...] grant a license of Senomyx [...***...] Compounds in the
Asian [...***...] Category to [...***...].  Senomyx agrees to grant
such rights to [...***...] 


 


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[...***...] on a [...***...] basis to preserve Ajinomoto’s
right to [...***...] of [...***...]  Products
incorporating one or more Senomyx [...***...]  Compounds in the Asian [...***...] Category.  Such license grant to [...***...] shall not be
assignable by [...***...], except to
(i) a successor to substantially all of its business or (ii) to any [...***...] Affiliate.  In the event Senomyx does not [...***...] of Senomyx [...***...]  Compounds in the
Asian [...***...] Category to [...***...], the license grant to Ajinomoto with respect to the Asian [...***...] Category shall be deemed to be [...***...] license from the Effective
Date.  In the event (i) the license is
granted to [...***...] in the
Asian [...***...] Category
and (ii) at any time thereafter during the Term any rights to the Senomyx [...***...]  Compounds
in the Asian [...***...] Category
are abandoned or terminated, Senomyx shall immediately notify Ajinomoto, and the
license grant to Ajinomoto with respect to the Asian [...***...] Category shall be deemed to be [...***...]license from the date of any such
abandonment, termination, expiration or other loss.”


 


10.2
        The
heading of Section 8.1(B) in the First Collaboration Agreement is hereby
deleted and replaced with “[...***...]  Product Category II in the Asian Territory”. The
following sentence is herby added to Section 8.1(B) of the First Collaboration
Agreement:


 


“For so long as
Ajinomoto maintains its Co-Exclusive license pursuant to this Section 8.1(B),
Senomyx agrees not to grant rights to any Third Party to [...***...].”


 


10.3         Section
8.1(C) and Section 8.1(D) in the First Collaboration Agreement are hereby
deleted in their entirety and of no further force or effect.


 


10.4         Each
reference to “Asian Territory” in Section 8.2 of the First Collaboration
Agreement is hereby replaced with “Asian Territory and [...***...]”.


 


11.           The
second sentence of Section 12 in the First Collaboration Agreement is hereby
amended and restated in its entirety as follows:


 


“Ajinomoto will [...***...] in the Asian Territory and [...***...] licensed under this Agreement
claiming Senomyx [...***...]  Compounds and Selected Senomyx [...***...]  Compounds, and (ii) [...***...] in the North


 


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American Territory and the
ROW Territory licensed
under this Agreement claiming Senomyx [...***...]  Compounds.”


 


12.           Section
14.7 of the First Collaboration Agreement is hereby amended and restated in its
entirety as follows:


 


“Limitation
of Liability.  NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY WILL SEEK OR BE RESPONSIBLE
FOR [...***...] IN
EXCESS OF [...***...] IN THE
AGGREGATE UNDER ANY THEORY OF LIABILITY, INCLUDING TORT, CONTRACT, NEGLIGENCE
OR OTHERWISE UNDER THIS AGREEMENT, AND NEITHER PARTY WILL SEEK OR BE
RESPONSIBLE FOR [...***...]
(INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS ARISING PURSUANT TO THIS
SECTION 14 OR SECTION 16).  NOTWITHSTANDING
THE FOREGOING, SUCH [...***...] CAP IS
HEREBY INCREASED BY AN ADDITIONAL [...***...] TO [...***...] IN THE AGGREGATE WITH RESPECT TO
CLAIMS RELATING TO SENOMYX [...***...]
COMPOUNDS IN THE ASIAN TERRITORY AND/OR NORTH AMERICAN TERRITORY ONLY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, WITH RESPECT TO ANY CLAIMS RELATING TO SENOMYX [...***...] COMPOUNDS, NEITHER PARTY WILL SEEK
OR BE RESPONSIBLE FOR [...***...] IN
EXCESS OF [...***...] IN THE
AGGREGATE IN THE ROW TERRITORY UNDER ANY THEORY OF LIABILITY, INCLUDING TORT,
CONTRACT, NEGLIGENCE OR OTHERWISE UNDER THIS AGREEMENT, AND NEITHER PARTY WILL
SEEK OR BE RESPONSIBLE FOR [...***...]
(INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS ARISING PURSUANT TO THIS
SECTION 14 OR SECTION 16).”


 


13.           Except as specifically amended by this Third
Amendment, the terms and conditions of the First Collaboration Agreement shall
remain unchanged and in
full force and effect.


 


14.           The parties will agree upon a press release
to announce the execution of this Third Amendment and its material terms, the form of which press
release is attached as Appendix A to this Third Amendment.  After issuance of such press release, Ajinomoto 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.


 


15.           This Third Amendment will be governed by the
laws of the [...***...], as such laws are applied to contracts entered into and to
be performed entirely within such State.


 


16.           This Third Amendment shall be effective as of
the date first written above.


 


***Confidential
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17.           This Third Amendment may be executed in two
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 Third Amendment as of the date set
forth hereinabove.


 


 


	
  SENOMYX, INC.

  	
  AJINOMOTO CO., INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kent Snyder

  	
   

  	
  By:

  	
  /s/ Yasafumi Yanagihara

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Kent Snyder

  	
  Name:

  	
  Yasafumi, Yanagihara

  
	
  Title:

  	
  President and Chief
  Executive Officer

  	
  Title:

  	
  Member of the Board
  & Corporate

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   8-01-07

  	
   

  	
  Date:

  	
   

  	
  August 1, 2007

  	
   

  
											



 


15

















 


Appendix
A

FORM OF PRESS RELEASE


 





 


SENOMYX FURTHER
EXPANDS ITS COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE
AGREEMENT WITH AJINOMOTO CO., INC.  INTO
NEW GEOGRAPHIES AND FOOD CATEGORIES


 


SAN DIEGO, CA –August XX, 2007 – Senomyx, Inc. (NASDAQ: SNMX), a leading
company focused on using proprietary technologies to discover and develop novel
flavor ingredients for the packaged food and beverage industry, announced today
that it has expanded its collaborative research, development, commercialization
and license agreement with Ajinomoto Co., Inc. regarding Senomyx’s existing novel
flavor ingredients.  Under the terms of
the expanded agreement, the two companies will work together on an exclusive
basis on the development and commercialization of these novel flavor
ingredients in additional product categories and geographies not previously
licensed by Senomyx.  Ajinomoto has
agreed to pay Senomyx an initial license fee for the expanded rights.  In addition, upon commercialization Senomyx
will be entitled to ongoing royalty payments based on sales of Ajinomoto
products containing a Senomyx flavor ingredient.  The royalty obligation also includes
predetermined minimum royalty payments payable to Senomyx.


 


This
is the second expansion of Senomyx’s March 2006 collaboration with
Ajinomoto.  In April 2007 the geographic
scope of the original agreement was broadened to include the United States and
Canada. Under the newly expanded agreement, Senomyx will collaborate with
Ajinomoto on developing commercial applications using Senomyx’s existing novel flavor
ingredients in a wide variety of product categories that were not previously
licensed within a respective territory including soups, sauces, instant
noodles, snack foods, frozen foods and processed meats.  The new territories for these product
categories include Africa, the Caribbean, Europe, Latin America, the Middle
East and Oceania.  Senomyx’s other
collaborator on the flavor program associated with these existing flavor
ingredients will maintain all of its existing rights throughout the world.


 


“Ajinomoto
is a leading global manufacturer of food and culinary products and a valued
Senomyx partner,” said Kent Snyder, President and Chief Executive Officer of
Senomyx.  “The further expansion of our
collaboration is an endorsement of Senomyx’s technology and our mutually
beneficial relationship.  We welcome the
prospect of working with Ajinomoto to increase the potential usage of our novel
flavor ingredients.  We are also excited
about the opportunity to combine these flavor ingredients with Ajinomoto’s
highly regarded ingredient offerings to create unique new flavors for
consumers.”


 


About Senomyx, Inc. (www.senomyx.com)


 


Senomyx
is a leading company focused on using proprietary taste receptor-based assays,
screening technologies and optimization chemistry to discover and develop novel
flavors, flavor enhancers and


 


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taste
modulators for the packaged food and beverage industry.  Senomyx’s current programs focus on the
development of flavor ingredients in the savory, sweet, salt and bitter
areas.  Senomyx has entered into product
discovery and development collaborations with seven of the world’s leading
packaged food and beverage companies: Ajinomoto Co., Inc., Cadbury Schweppes,
Campbell Soup Company, The Coca-Cola Company, Kraft Foods Global, Inc., Nestlé
SA and Solae.


 


About Ajinomoto Co., Inc.
(www.ajinomoto.com)


 


Ajinomoto
is one of the world’s top amino acids and food products manufacturers and is
renowned for its technology and the quality of its products. Its business,
established in 1909, is conducted all over the world and has an annual turnover
of around US$10 billion.


 


Forward-Looking Statements


 


Statements
included in this press release that are not a description of fact are
forward-looking statements, including, but not limited to, statements regarding
potential payments under our collaboration with Ajinomoto, plans for our taste
receptor research, the commercial potential of products containing our flavor
ingredients, future products or additional collaborations. The inclusion of
forward-looking statements should not be regarded as a representation by us
that any of our plans, projections or future financial, scientific or business
objectives will be achieved.  Our actual
results may differ materially from any projected future results set forth in
this release as a result of the risks and uncertainties inherent in our
business including, without limitation, difficulties or delays in developing,
testing, obtaining regulatory approval, producing and marketing our flavor
ingredients and related technologies; whether we will be able to further extend
or expand our collaboration with Ajinomoto or enter into additional
collaborations; our ability to collect royalties under our collaborations; the
progress and timing of our scientific programs; changes in the laws or
regulations of the United States and other countries that could adversely
affect our and our collaborators’ ability to develop and commercialize our
products; whether any of our collaborations will result in the discovery and
development of novel flavor ingredients, improve the nutritional profile of
products incorporating them or otherwise enhance our market position; our
ability to protect our intellectual property and proprietary technology and to
maintain and enforce our licensing arrangements with various third party
licensors;  our ability to define the
scope and validity of patent protection for our products and technologies;
competition from other companies and flavor manufacturers and other risks
detailed in our Securities and Exchange Commission filings, including our most
recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. You are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. All forward-looking statements are
qualified in their entirety by this cautionary statement and we undertake no
obligation to revise or update this news release to reflect events or
circumstances after the date hereof.


 


Contact:


 


Gwen
Rosenberg


Senomyx,
Inc.


Vice
President, Investor Relations & Corporate Communications


(858)
646-8369


gwen.rosenberg@senomyx.com


 


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