EXHIBIT
10.5


 





11099 N. Torrey Pines
Road


La Jolla, CA  92037


Telephone:  858-646-8300


Facsimile:   858-404-0750


 


February 20, 2002


 


Antony E. Rogers


327 N. Vulcan


Encinitas, CA 92024


 


Telephone:  (760) 436-0307


 


Dear Antony:


 


It is my pleasure to
provide you with this letter, a formal offer, setting forth the principal terms
for you to join Senomyx, Inc., a Delaware corporation (the “Company”),
which is located in La Jolla, California.


 


	
  Position:

  	
   

  	
  Director, Finance and
  Administration. You will report to Paul Grayson, Chairman of the Board of
  Directors, CEO and President.

  
	
   

  	
   

  	
   

  
	
  Compensation:

  	
   

  	
  Monthly compensation
  will be $10,416.67 per month, minus standard deductions and withholdings.

  
	
   

  	
   

  	
   

  
	
  Equity:

  	
   

  	
  Subject to approval by
  the Company’s Board of Directors and pursuant to the terms of a separate
  Stock Option Agreement and the Company’s Equity Incentive Plan, the Company
  will grant to you at fair market value on your first day of employment,
  32,000 shares (the “Shares”) of the common stock of the Company. Assuming
  your continuous employment, the Shares will vest according to the following
  schedule: (i) twenty five percent (25%) of the total (8,000 shares) will
  vest upon the first anniversary of the commencement of your employment with
  the Company; (ii) one forty-eighth (1/48) of the total (approximately
  666

  



 


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  shares) will vest
  ratably on a monthly basis beginning at the end of the one year and will
  continue to vest over a three year period.

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
   

  	
  You will be eligible to
  participate in the Company’s medical and dental benefit plans, as well as its
  401(k) plan subject to the terms of the plans. Details about these
  benefit plans are available for your review. The Company may modify
  compensation and benefits from time to time as it deems necessary.

  
	
   

  	
   

  	
   

  
	
  Paid Time Off:

  	
   

  	
  You will be entitled to
  17 days per year of paid time off.

  
	
   

  	
   

  	
   

  
	
  Employment

  	
   

  	
   

  
	
  At Will:

  	
   

  	
  Your employment with
  the Company is not for a guaranteed or definite period of time. Your
  employment will be at will, which means it may be terminated at any time by
  you or the Company with or without cause or advance notice.

  
	
   

  	
   

  	
   

  
	
  Employee

  	
   

  	
   

  
	
  Handbook:

  	
   

  	
  As a Company employee,
  you will be expected to abide by Company rules and regulations and
  acknowledge in writing that you have read the Company’s Employee Handbook
  which will govern the terms and conditions of your employment. The Company’s
  Employee Handbook may be modified from time to time at the sole discretion of
  the Company.

  
	
   

  	
   

  	
   

  
	
  Proprietary

  	
   

  	
   

  
	
  Information and

  	
   

  	
   

  
	
  Inventions

  	
   

  	
   

  
	
  Agreement:

  	
   

  	
  As a condition of
  employment, you will be required to sign and comply with the attached
  Proprietary Information and Inventions Agreement which prohibits unauthorized
  use or disclosure of the Company’s proprietary information.

  
	
   

  	
   

  	
   

  
	
  Confidential

  	
   

  	
   

  
	
  Information:

  	
   

  	
  In your work for the
  Company, you will be expected not to use or disclose any confidential
  information, including trade secrets, of any former employer or other person
  to whom you have an obligation of confidentiality. Rather, you will be
  expected to use only that information which is generally known and used by
  persons with training and experience comparable to your own, which is common
  knowledge in the industry or otherwise legally in the public domain, or which
  is otherwise provided or developed by the Company. During our discussions
  about your proposed job duties, you assured us that you would be able to
  perform those duties within the guidelines just described.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You agree that you will
  not bring onto Company premises any unpublished documents or property
  belonging to any former employer or other person to whom you have an
  obligation of confidentiality.

  



 


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  Working Hours:

  	
   

  	
  Normal working hours
  are from 8:00 a.m. to 5:00 p.m., Monday through Friday.

  
	
   

  	
   

  	
   

  
	
  Entire Agreement:

  	
   

  	
  This letter, together
  with your Proprietary Information and Inventions Agreement and the Employee
  Handbook, forms the complete and exclusive statement of the terms of your
  employment with the Company. The employment terms in this letter supersede
  any other agreements or promises made to you by anyone, whether oral or
  written.

  
	
   

  	
   

  	
   

  
	
  Start Date:

  	
   

  	
  February 25, 2005,
  or at another mutually agreeable date. This offer is subject to proof of
  United States Citizenship or other proof of employability in the United
  States if not accepted by February 25, 2002, it will lapse.

  



 


We are excited about
Senomyx’s prospects for success, and anticipate that your contribution will
substantially enhance our progress.  I
look forward to your joining the Company, and to working with you as we develop
our business.


 


Sincerely,


 


	
  /S/ PAUL A. GRAYSON

  	
   

  
	
   

  	
   

  
	
  Paul A. Grayson

  	
   

  
	
  President and Chief
  Executive Officer

  	
   

  



 


SIGNED AND AGREED TO:


 


 


	
  /S/ ANTONY E. ROGERS

  	
   

  
	
  FEBRUARY 25, 2002

  	
   

  
	
  (Date)

  	
   

  



 


	
  cc:

  	
  Jean J. Lockhart

  
	
   

  	
  Mark Zoller

  
	
   

  	
  Klaus Gubernator

  



 


Exhibit A — Employee
Proprietary Information and Inventions Agreement


 


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