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


SECOND AMENDMENT


TO


COLLABORATIVE
RESEARCH, DEVELOPMENT, COMMERCIALIZATION

AND LICENSE AGREEMENT


This Second Amendment is
entered into as of April 24, 2007 (“Second 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, and that certain First Amendment thereto, dated October 6, 2006 (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 the United States of America and Canada; and


WHEREAS,
the parties have agreed to amend the First Collaboration Agreement on the terms
set forth herein and enter into this Second 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:


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




	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  






 


***Confidential Treatment Requested











“North American Territory” means (i) the fifty (50) States admitted to and constituting the United States of America as of the date hereof and the District of Columbia but excluding all other U.S. territories and protectorates, and (ii) Canada.
“Territory” means the Asian Territory and the North American Territory.
“[...***...] Field” means (i) with respect to the Asian Territory:  [...***...] Product Category I, [...***...] Product Category II, [...***...] Product Category III, [...***...] Product Category IV and  [...***...] Product Category V; and (ii) with respect to the North American Territory: [...***...] Product Category VI.
“[...***...] Product Category VI” means with respect to Senomyx [...***...] Compounds [...***...]  Notwithstanding the foregoing, [...***...] Product Category VI specifically excludes [...***...]


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 basis with respect to [...***...] Product Category I in the Asian Territory; (ii) a
Co-Exclusive basis with respect to [...***...] Product Category II in the Asian Territory; (iii) an
Exclusive basis with respect to [...***...] Product Category III in the Asian Territory; and (iv) an Exclusive basis with respect to [...***...] Product
Category VI in the North American Territory.”


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 in the
North American Territory.


***Confidential
Treatment Requested



 2















Notwithstanding the foregoing,
Senomyx’s obligation to provide such quantities with respect to the North
American Territory will end December 15, 2007.”


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 “Territory” is hereby replaced with “Asian Territory”.


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


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


4.1           The words “to be sold in the Asian
Territory” are hereby added after the words “containing Senomyx [...***...]
Compounds” in the second sentence of Section 3.5(A) in the First Collaboration
Agreement.  In addition, the following sentence is hereby added immediately
after the second sentence of such Section 3.5(A):


“Within a commercially reasonable time, but no later than [...***...] of the Second
Amendment Effective Date, Ajinomoto will prepare a Product Development Plan for
[...***...]
Products containing Senomyx [...***...] Compounds to be sold in the North American Territory 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 [...***...] Product
containing one or more Senomyx [...***...]


***Confidential
Treatment Requested



 3
 









Compounds in the North American Territory within [...***...] of the Second Amendment Effective Date.”


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; and (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 the North American Territory.”


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


(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 (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, [...***...]


6.             In consideration for the license grants to
Senomyx [...***...]
Compounds in the North American Territory under this Second Amendment,
Ajinomoto shall pay to Senomyx a license fee of [...***...] within [...***...] of the Second Amendment Effective Date.  Such license fee shall be non-refundable and
non-creditable.


7.             Section 7.4 of the First Collaboration
Agreement is hereby amended as set forth below:


***Confidential Treatment
Requested



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7.1           Milestone 3 is hereby amended and restated in its entirety as follows:


“Milestone 3: [...***...].”


7.2           A new Milestone 4 is hereby added as follows:


“Milestone 4:  [...***...].”


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


8.1           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 of the sales of [...***...] Products in [...***...] Product Category III, [...***...] Product Category IV, [...***...] within [...***...] Product Category V and [...***...] within [...***...] Product Category VI shall be [...***...] on [...***...].”


8.2           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 seasoning
blend and shall in no event be sold as [...***...]; (ii) [...***...] Products in [...***...] Product Category V shall in no event be sold as [...***...]; and (iii) [...***...] Products in [...***...] Product Category VI shall in no event be sold as [...***...].”


9.             A new Section 7.6.1.1 is hereby added to the
First Collaboration Agreement as follows:


“7.6.1.1   Minimum Royalty Amount for
North American Territory.  For
the period commencing on [...***...] and ending on [...***...] (“Initial North American Minimum Royalty Period”),
Ajinomoto shall pay to Senomyx a


***Confidential Treatment
Requested



 5
 









minimum royalty for the
North American Territory (“Initial North American Minimum Royalty”) based on
the following schedule:


	
  Date of Accrual

  	
   

  	
  Amount of Payment

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  [...***...]

  	
   

  	
  [...***...]

  	
   

  
	
  Aggregate Initial

  North American

  Minimum

  Royalties:

  	
   

  	
  [...***...]

  	
   

  



 


Payments under this Section
7.6.1.1 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 North American Territory during the Initial North American 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 North American
Minimum Royalty Period for the
North American Territory exceeds the aggregate amount of the Initial North American Minimum
Royalties  [...***...] Ajinomoto shall
pay the difference within [...***...] of the end of the Initial North American Minimum Royalty
Period.


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


	
  Date of Accrual

  	
   

  	
  Amount of Payment

  	
   

  
	
  [...***...],  and
  each

  successive one-year

  anniversary thereof

  	
   

  	
  [...***...]

  	
   

  



 


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


***Confidential Treatment
Requested



 6
 









For the avoidance of doubt,
the Initial North American Minimum Royalties and Subsequent North American
Minimum Royalties shall be due in addition to Minimum Annual Royalties due under Section 7.6.1.


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


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


10.           Section 7.6.2 of the First Collaboration Agreement shall be amended and
restated in its entirety as follows:


“Calculation
of the Minimum Annual Royalty for the Asian Territory.  The amount by which the earned royalties
provided for in Section 7.5 for the Asian Territory paid for a given Minimum Annual Royalty Year (as defined
below) is less than the amount of the relevant Minimum Annual Royalty shall be
paid by Ajinomoto to Senomyx within [...***...] from the end of that Minimum Annual Royalty Year.  A “Minimum Annual Royalty Year” means each twelve-(12)-month period commencing on the Commercialization Date
and each anniversary thereof.  Anything
in this Agreement to the contrary notwithstanding, with respect to the Minimum
Annual Royalty for [...***...], the [...***...] shall be used to determine whether a Minimum Annual
Royalty is due with respect to such [...***...].”


11.           Each reference to “Territory” in Section 7.6.4 of the First Collaboration
Agreement is hereby replaced with “Asian Territory”.


12.           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, 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 [...***...].”


***Confidential Treatment
Requested



 7
 









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


13.1         Each reference to “Territory” in Sections 8.1(A), 8.1(B) and 8.1(C) of
the First Collaboration Agreement is hereby replaced with “Asian Territory”.


13.2         A new Section 8.1(D) is hereby added to the First Collaboration
Agreement as follows:


“(D)        [...***...] Product Category VI. 
An Exclusive, nontransferable (except as permitted under Sections 8.3
and 17.12) license under the Senomyx Technology to (i) use Senomyx [...***...] Compounds for
evaluation and development of [...***...] Products in [...***...] Product Category VI in the North American Territory; (ii)
make, have made, use, sell, offer for sale, have sold, import and export [...***...] Products containing
Senomyx [...***...]
Compounds in [...***...]
Category VI in the North American Territory; 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 [...***...] Products in [...***...] Product Category VI
in the North American Territory, subject to Section 13.”


13.3         Each reference to “Territory” in Section 8.2 of the First Collaboration
Agreement is hereby replaced with “Asian Territory”.


14.           Each reference to “Territory” in Section 8.6 of the First Collaboration
Agreement is hereby replaced with “Asian Territory”.


15.           The last sentence of Section 10.4 in the
First Collaboration Agreement is hereby amended and restated in its entirety as
follows:


“Anything
in this Section 10.4 to the contrary notwithstanding, the exceptions provided
in (B) and (D) above shall not apply to information developed by Ajinomoto
independently and/or jointly with Senomyx that constitutes a Senomyx
Improvement or information developed by Senomyx independently and/or jointly
with Ajinomoto that constitutes an Ajinomoto Improvement.”


16.           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 licensed under this
Agreement claiming Senomyx [...***...] Compounds and Selected Senomyx [...***...] Compounds and (ii) [...***...]


***Confidential Treatment
Requested



 8
 









[...***...] in the
North American Territory licensed under this Agreement claiming Senomyx [...***...]
Compounds.”


17.           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 [...***...] DAMAGES
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 [...***...] WITH
RESPECT TO CLAIMS RELATING TO SENOMYX [...***...] COMPOUNDS ONLY.”


18.           Subsection (v) of Section 16.2 in
the First Collaboration Agreement is hereby amended and restated in its
entirety as follows:


“(v) as of the Effective Date,
rights under the Senomyx Technology in the Asian Territory in the [...***...] Category
with respect to Senomyx [...***...]
Compounds and/or Senomyx [...***...] Compounds
have only been granted to [...***...];”


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


20.           The parties will agree upon a press release
to announce the execution of this Second Amendment and its material terms, the form of which press
release is attached as Appendix A to this Second 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.


21.           This Second 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.


22.           This Second Amendment shall be effective as
of the date first written above, and Section 15 hereof shall have
retroactive effect.


***Confidential Treatment
Requested



 9
 









23.           This Second 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 Second Amendment as of the date set
forth hereinabove.


	
  Senomyx, Inc.

  	
   

  	
  Ajinomoto Co., Inc.

  
	
   

  
	
  By:

  	
  /s/ Kent Synder

  	
   

  	
  By:

  	
  /s/ Tohru Nishiyama

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   Kent Snyder

  	
  Name:

  	
   Tohru Nishiyama

  
	
  Title:

  	
   President and Chief Executive

   Officer

  	
  Title:

  	
   Member of the Board &

   Corporate Executive Deputy

   President

  
	
   

  	
   

  
	
  Date:

  	
  April 23, 2007

  	
   

  	
  Date:

  	
  April 24, 2007

  	
   

  
												



 



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APPENDIX
A

FORM OF PRESS RELEASE





SENOMYX
ANNOUNCES THE EXPANSION OF ITS COLLABORATIVE RESEARCH,

DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT WITH

AJINOMOTO CO., INC.


Senomyx and Ajinomoto Expand Their Collaboration Into North America


SAN DIEGO, CA – April 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 existing
collaborative research, development, commercialization and license agreement with
Ajinomoto Co., Inc., to include the additional territories of the United States
and Canada.  Senomyx will work with
Ajinomoto on an exclusive basis on the development and commercialization of
certain existing novel flavor ingredients for the soup and bouillon, sauce and
culinary aids, noodles, snack food, and frozen foods product categories in
North America.  Ajinomoto has agreed to
pay Senomyx an initial license fee to access the North American rights.  In addition, upon commercialization, Senomyx
will be entitled to a specified milestone payment from Ajinomoto as well as
ongoing royalty payments based on sales of Ajinomoto products containing a
Senomyx flavor ingredient.  In addition,
the royalty obligation includes predetermined minimum royalties.


“We are very pleased to broaden our March
2006 collaboration with Ajinomoto to include the U.S. and Canada in addition to
the previously licensed Asian markets,” said Kent Snyder, President and Chief
Executive Officer of Senomyx.  “North
America is an important strategic market for our flavor ingredients and we are
pleased to collaborate with Ajinomoto on developing commercial applications
there.


“Ajinomoto is a leading worldwide
manufacturer of food and culinary products. It is gratifying that they have
chosen to further their partnership with Senomyx,” Snyder noted.  “Senomyx has product discovery and
development collaborations with six of the world’s foremost packaged food and
beverage companies: Ajinomoto, Cadbury Schweppes, Campbell Soup, Coca-Cola,
Kraft Foods, and Nestlé.  Our amended
agreement with Ajinomoto is another example of a partner that has expanded its
collaborations with us.  We believe it is
a testament to our progressive working relationships and the increasing value
of our proprietary technologies when our world-class collaborators strengthen
their relationships with Senomyx,” Snyder noted.


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 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 six 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. and Nestlé SA.



 11
 









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, commercial
potential, 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 flavors,
flavor enhancers, taste modulators 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 flavors, flavor enhancers or taste
modulators, 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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