**Exhibit 10.25**

 

*****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.**

 

**AMENDED AND RESTATED FOURTH AMENDMENTTO THECOLLABORATIVE RESEARCH AND LICENSE AGREEMENT**

** **

**THIS AMENDED AND RESTATED FOURTHAMENDMENT TO THE COLLABORATIVE RESEARCH AND LICENSE AGREEMENT**(the***“Fourth Amendment”***)is made by and between **SENOMYX, INC.**(***“Senomyx”***),a Delaware corporation, having a principal place of business at 11099 NorthTorrey Pines Road, La Jolla, California 92037, and **KRAFT FOODS GLOBAL, INC.**, a Delaware corporation (***“Kraft”***) havingoffices at 801 Waukegan Road, Glenview, IL 60025.

 

**WHEREAS,** Senomyxand Kraft entered into that certain Collaborative Research and LicenseAgreement dated as of December 6, 2000, as amended by that certain FirstAmendment dated May 2, 2002, that certain Second Amendment dated April 29, 2005and that certain Third Amendment dated July 29, 2005, (collectively, the ***“Agreement”***); and

 

**WHEREAS** Senomyx andKraft entered into that certain Fourth Amendment dated December 9, 2005 and wishto amend and restate such amendment in its entirety (capitalized terms used butnot otherwise defined in this Fourth Amendment shall have the meanings given suchterms in the Agreement).

 

**NOW, THEREFORE,** inconsideration of the foregoing premises and of the covenants, representationsand agreements set forth below, the parties hereby agree to amend the Agreementas follows:

 

**1.            **Section 3.1 ofthe Agreement is hereby amended to include a new Subsection 3.1.2 as statedherein. The numbering of all other sections of Article 3 will remain unchanged.

 

“[*****] Phase**.

 

(A)          Senomyxwill perform the activities outlined in the Research Plan using reasonableefforts and the resources allocated to the [*******]Phase under Section 9.1 of the Agreement.

 

(B)           Within[*******] of receipt of the report regardingthe [*******] Compounds, Kraft will performsensory testing and other evaluations on a limited number of the [*******] Compounds and may select a [*******]Compound(s) for further development by notifying Senomyx of such selection inwriting by the end of such [*******]. Such [*******] may be

 

***Confidential Treatment Requested.

 

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extended by agreement; such agreement will not beunreasonably withheld. [*******] Compounds,if any, chosen for further development become Selected [*******]Compounds.

 

(C)                                Senomyx’sresearch obligations during the [*******] Phase willbe completed upon Senomyx’s submission of a written report to Kraft regarding upto [*******] Compounds. The goal of theCollaborative Program is for the [*******] Compounds tobe [*******]. If necessary, Senomyx may provideadditional optimization as agreed to in writing by the parties and approved bythe Steering Committee.”

 

**2.            **The followinglanguage is hereby added to Section 3.3(C) of the Agreement:

 

“With respect to the [*******]Phase, Senomyx shall be responsible for up to [*******]of the first Selected [*******] Compound underthe Collaborative Program. If [*******] associatedwith the [*******] of the first Selected [*******] Compounds exceed [*******] asdocumented by Senomyx, then Senomyx and Kraft will [*******]in any [*******], provided, however, that ifSenomyx is also reimbursed for [*******] for suchSelected [*******] Compound by any third partycollaborator(s) [*******], then Kraft will only beresponsible for [*******] of the [*******].Kraft will be responsible for all [*******], provided,however, that if Senomyx is also reimbursed for [*******]for such additional Selected [*******] Compoundsby any third party collaborator(s) [*******], thenKraft will only be responsible for [*******].”

 

The remainder of Section 3.3(C) will remain unchanged.

 

**3.            **The followinglanguage is hereby added to Section 9.1 of the Agreement:

 

“Beginning on the Fourth Amendment Effective Date,with respect to the [*******] Phase,Kraft will pay Senomyx at an annual rate of [*******]through the end of the Collaborative Period. These payments will be made inadvance and, at a minimum, on an equal quarterly basis. The first payment forthe [*******] Phase will be made within [*******] of the effective date of this Fourth Amendment. Thesepayments are inclusive of overhead, labor and supplies. Additional funding, ifany, will be proposed to the Steering Committee and agreed to in writing by theparties.”

 

For the avoidance of doubt, this Section 3 will notaffect Kraft’s research funding obligations with respect to the [*******] Enhancer Phase.

 

**4.            **Section 9.1 ofthe Agreement is hereby amended to include a new Subsection 9.1.1 as statedherein.

 

“**Initial License Fee**.With respect to the [*******] Phase,Kraft will pay to Senomyx an initial license fee of [*******]within [*******] of the Fourth Amendment EffectiveDate. Such license fee shall be non-refundable and non-creditable.”

 

**5.            **Section 9.2 ofthe Agreement is hereby amended and restated to include a new Subsection 9.2.1 asstated herein.

 

***Confidential Treatment Requested.

 

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“[*****] Phase**. Kraftwill pay Senomyx the following non-creditable, non-refundable milestonepayments for the [*****]** Phasewithin [*******] of notification of the followingmilestone events:

 

(i)                  [*******] upon the selection of the [*******];

 

(ii) [*******] upon thefirst [*******]; and

 

(iii) [*******] upon the [*******].

 

Notwithstanding the foregoing, [*******]shall be [*******].”

 

For the avoidance of doubt, the milestones for the [*******] Enhancer Phase will remain unchanged.

 

**6.            **Section 9.3.2 ishereby added to the Agreement as follows:

 

“**Royalty for [***] Products.**

 

(A)**          Royalty**.  Kraftwill pay to Senomyx an earned royalty equal to [*******]of total annual Net Sales of [*******] Productsduring the Royalty Term beginning on the date that Patent Rights Controlled bySenomyx or its Affiliates arise claiming the composition of matter, ormanufacture [*******] or use of a Selected [*******] Compound that Kraft incorporates or has incorporatedinto a [*******] Product made, used, or sold byKraft in the country covered by such Patent Rights and ending on the date thatsuch Patent Rights for such Selected [*******] Compound(i) expire or are canceled, (ii) are declared invalid or unenforceable by anunreversed and unappealable decision of a court or other appropriate body ofcompetent jurisdiction, (iii) are admitted to be invalid or unenforceablethrough reissue, disclaimer or otherwise, or (iv) are abandoned.

 

(B)**           Multi-Component [***] Product**.  If a [*******] Product inField IV is combined with one or more additional food product(s) and sold inthe form of a multi-component food product, which food products themselves arenot in Field IV, then Kraft will be entitled to adjust the royalties paid toSenomyx under Section 9.3.2(A) by adjusting the Net Sales on which theroyalties are based. In such event, the Net Sales base will be adjusted by thefollowing percentage: [*******]. By way ofillustration, in the event that the [*******] Product iscontained within [*******] then netsales will be calculated as follows:

 

[*******]

 

For avoidance of doubt, the [*******].

 

**7.            **Section 10.1(D)is hereby added to the Agreement as follows:

 

“**Grant of Rights Regarding [***]Compounds and [***] Products**: Senomyx hereby grants to Kraft under the Target IP (i) a non-exclusive,nontransferable, worldwide license to evaluate [*******]Compound(s) in Field IV; (ii) a non-exclusive, nontransferable,

 

***Confidential Treatment Requested.

 

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worldwide license, subject to payment and diligenceprovisions, to make, have made and use [*******] Productsfor evaluation in Field IV; (iii) a co-exclusive, with [*******]of Senomyx, nontransferable, worldwide license, subject to payment anddiligence provisions, to make, have made, use, have sold and sell, [*******] Products in Field IV and in the Territory.”

 

**8.            **The following definitionsof Appendix A of the Agreement are hereby amended and restated herein. Allother definitions in the Agreement will remain unchanged.

 

“[*****] Field**”means [*******] as defined below.

 

•                  [*******] as definedbelow:

 

o                 “[*******]” means any of the following which are [*******].

 

o                 “[*******]” means any [*******].

 

•                  [*******] means [*******] as defined below:

 

o                 “[*******]” means any [*******].

 

o                 “[*******]” means any [*******].

 

o                 “[*******]” means any [*******].

 

“**Collaborative Period”**means (i) in the case of the [*******] Phase theperiod beginning on the Effective Date and ending three (3) years thereafter,unless terminated earlier in accordance with Section 15; (ii) in the case ofthe [*******] Phase the period beginning on theEffective Date and ending three (3) years thereafter, unless terminated earlierin accordance with Section 15; (iii) in the case of the [*******]Phase, the period beginning on the First Amendment Effective Date and endingJuly 30, 2007, unless terminated earlier in accordance with Section 15; and(iv) in the case of the [*******] Phase, theperiod beginning on the Fourth Amendment Effective Date and ending three (3)years thereafter, unless terminated earlier in accordance with Section 15.

 

“**Compound(s)**”means any one or all combinations of the following:  [*******]Compound(s), [*******] Compound(s), [*******] Compound(s), and [*******] Compound(s).

 

“[*****] Field**”means [*******] including, without limitation, [*******]. The [*******] Fieldincludes all forms and types of [*******]. Notwithstandingthe foregoing, the [*******] Fieldspecifically excludes: (i) the [*******] Category;(ii) [*******]; and (iii) the [*******] Category.

 

“**Fourth Amendment EffectiveDate**” means the date below that the last party to this FourthAmendment signs this Fourth Amendment.

 

“**Field IV**” means[*******]. This includes, withoutlimitation, [*******]. Notwithstanding theforegoing, Field IV specifically excludes the following:  (i) [*******]; (ii) [*******]; (iii) [*******]; and (iv)the [*******] Categories.

 

***Confidential Treatment Requested.

 

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“**Fields**” meanscollectively, Field I, Field II, Field III and Field IV.

 

“[*****] Category**”means [*******].

 

“[*****] Category**”means [*******].

 

“[*****] Category**”  means [*******].

 

“**Phase**” or “**Phases**” means one of the four phases of the CollaborativeProgram, or collectively, the [*******] Phase, the[*******] Phase, the [*******]Phase and the [*******] Phase.

 

“**Product(s)**”means any one or all combinations of the following:  [*******]Product(s), [*******] Product(s), [*******] Product(s) and [*******]Product(s).

 

“**Royalty Term**”means (i) in the case of a [*******] Productand as to any country, the period of time commencing on the First CommercialSale for use or consumption of such [*******] Product insuch country and ending upon the date that is ten (10) years after the date ofsuch First Commercial Sale for use or consumption of such [*******]Product in such country; (ii) in the case of a [*******]Product and as to any country, the period of time commencing on the FirstCommercial Sale for use or consumption of such [*******]Product in such country and ending upon the date that is ten (10) years afterthe date of such First Commercial Sale for use or consumption of such [*******] Product in such country; and (iii) in the case of [*******] Product(s) and [*******] Product(s)the earlier of the date that (a) there no longer exists a Valid Claim in aPatent Right Controlled by Senomyx or its Affiliates covering the manufacture,use or sale of such Product in any country in which the Product is sold; or (b)the date that is seventeen years after the date of such First Commercial Salefor use or consumption of such Product.

 

“**Selected Compound(s)**”means any one or all combinations of the following: Selected [*******] Compound(s), Selected [*******]Compound(s), Selected [*******]Compound(s) and Selected [*******]Compound(s).

 

“**Selected [***] Compound(s)**”means those [*******] Compound(s) selected by Kraftfor development, which are subject to certain payment and diligence provisions.

 

“[*****] Compound(s)**”means compounds Controlled by Senomyx that enhance the [*******],which are discovered in the course of the [*******] Phase ofthe Collaborative Program that may be optimized and further tested forselectivity and in vitro toxicity by Senomyx and for which Senomyx will preparea written report of data to be reviewed by Kraft.

 

“[*****] Phase**”means that part of the Collaborative Program wherein Senomyx will pursue theidentification of [*******] Compounds.

 

“[*****] Product(s)**”means any [*******] product that incorporates a Selected[*******] Compound(s).

 

“[*****] Category**”means the following [*******].

 

***Confidential Treatment Requested.

 

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“**Territory**”means United States of America and Canada.

 

**9.            **The Research Planwill be reviewed and updated at the first meeting of the Steering committeefollowing the Fourth Amendment Effective Date.

 

**10.         **For [*******] following the Fourth Amendment Effective Date, Kraftshall have the right of first negotiation to enter into a further amendment tothis Agreement to include the [*******] Field and the[*******] Field under the [*******] Phase. In the event that such negotiations are notconcluded within such period, Senomyx shall be free to enter into agreementswith Third Parties.

 

**11.         **Subject to priorwritten approval of Kraft, Senomyx will issue a press release to announce theexecution of this Fourth Amendment and the material terms. Thereafter, Kraftand Senomyx may each disclose to Third Parties the information contained insuch press release without the need for further approval by the other party.

 

**12.         **Except asspecifically amended by this Fourth Amendment, the terms and conditions of theAgreement shall remain in full force and effect.

 

**13.         **This Fourth Amendmentwill be governed by the laws of the State of California, as such laws areapplied to contracts entered into and to be performed entirely within such State.

 

**14.         **This Fourth Amendmentmay be executed in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

 

**IN WITNESS WHEREOF,**the parties have executed this Fourth Amendment effective as of December 9, 2005.

 
| **KRAFT FOODS GLOBAL, INC.** |
|------------------------------|
|                         |
| By:                          |  /s/ Jean E. Spence |   |
|                         |
| Title:                       |  Executive Vice President |   |
|                         |
| Date:                        |  December 16, 2005 |   |
|                         |
|                         |
| **SENOMYX, INC.**            |
|                         |
| By:                          |  /s/ Kent Snyder |   |
|                         |
| Title:                       |  President and CEO |   |
|                         |
| Date:                        |  December 22, 2005 |   |
|                              |  |  |  |  |  |  |  |

 

***Confidential Treatment Requested.

 

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