**Exhibit 10.35**

**ExecutionCopy**

*****Text Omitted and Filed Separately**

**with the Securities and Exchange Commission.**

**Confidential Treatment Requested**

**Under 17 C.F.R. Sections 200.80(b)(4)**

**and240.24b-2.**

**FIRST AMENDMENT**

**TO**

**COLLABORATIVERESEARCH, DEVELOPMENT, COMMERCIALIZATIONAND LICENSE AGREEMENT**

This First Amendment isentered into as of October 6, 2006, by and between **Senomyx,Inc.** (“Senomyx”) and **Ajinomoto Co., Inc.**(“Ajinomoto”). Capitalized terms used herein without definition shall have the meaningprovided therefor in the First Collaboration Agreement (as defined below).

**BACKGROUND**

WHEREAS, Senomyx andAjinomoto have previously entered into that certain Collaborative Research,Development, Commercialization and License Agreement, effective March 23, 2006 (the “FirstCollaboration Agreement”), for [...***...]Program I and [...***...] Program II;

WHEREAS,concurrently with this First Amendment the parties are entering into thatcertain Collaborative Research, Commercialization and License Agreement, effective October 6, 2006 (the “SecondCollaboration Agreement”), for [...***...]Program III (as defined therein); and

WHEREAS,under the Second Collaboration Agreement, the partieshave agreed that Modifications (as defined in the Second CollaborationAgreement) will be [...***...], subject to certain rights granted to Ajinomotounder [...***...] Program II;

WHEREAS,the parties hereto have agreed to amend the First Collaboration Agreement, andenter into this First Amendment for the purpose of documenting such amendmentas required by Section 17.7 of the First Collaboration Agreement.

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

**AGREEMENT**

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

“Ajinomoto [...***...] Compound(s)” has the meaning setforth in the Second Collaboration Agreement.

“Modification(s)” has the meaning set forth in theSecond Collaboration Agreement. For the avoidance ofdoubt, Modifications do not include the Senomyx [...***...] Compounds.

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“[...***...] Compounds” means all the compoundsControlled by Senomyx, except for [...***...] Compounds, Senomyx [...***...] Compoundsand [...***...] Modifications.

“Royalty Term” means, in the case of any [...***...]Product and as to any country within the Territory, the period of timecommencing on the first commercial sale of such [...***...] Product in such countryand ending upon the date that there no longer exists a Valid Claim in anySenomyx Patent Rights claiming the manufacture, use or sale of such [...***...]Product (or Senomyx [...***...] [...***...] Compound or Selected Senomyx [...***...]Compound licensed hereunder contained therein) in any country within theTerritory in which such [...***...] Product is sold, except that in the case of an[...***...] Product containing a [...***...] Modification the Royalty Term will be the[...***...] ModificationRoyalty Term.  In the event that an[...***...] Product contains a [...***...] Modification and one or more other Senomyx[...***...] Compounds or Senomyx [...***...] Compounds, the applicable Royalty Termshall be the [...***...] period. Notwithstanding the foregoing, jointly owned Ajinomoto Sole Inventionsor [...***...] will not [...***...]; provided, however, that [...***...].

“Senomyx [...***...] Compounds” means [...***...] Compounds that are [...***...].

“[...***...] Test” means a determination of [...***...] using an appropriate standard algorithm based on [...***...] of the compounds to be [...***...] to the parent Ajinomoto [...***...] Compound.  Suitable [...***...] for this purpose include, but are not limited to, [...***...] as the parties may agree upon in writing from time to time.  If the [...***...] is determined using [...***...] for each of the molecules, then the results must agree, otherwise the [...***...] result will be the definitive result.

“[...***...] Modifications” has the meaning set forth in Section 3.3(E) of this Agreement.  [...***...] Modifications shall be considered [...***...] Compounds.

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“[...***...] Modifications” has the meaning set forth in Section 3.3(E) of this Agreement.

“[...***...] Modification Royalty Term” means, as to any [...***...]Product containing a [...***...] Modification and as to any country, the [...***...] of(i) [...***...] from the date of [...***...] of the applicable [...***...] Productcontaining a Modification in such country, or (ii) [...***...] from the date ofthe applicable [...***...], as the case may be, regarding such [...***...]Product containing a Modification.

“[...***...] Field” means [...***...] Product Category I, [...***...] Product Category II, [...***...] Product Category III, [...***...] Product Category IV and [...***...] Product Category V.

“[...***...] Product Category V” means [...***...] for Senomyx [...***...] Compounds which are [...***...] Modifications.  Notwithstanding the foregoing, the [...***...] Product Category V specifically excludes [...***...].  For the avoidance of doubt, Senomyx [...***...] Compounds which are [...***...] Modifications may be [...***...].

2.                                       Section 3.3 of the First CollaborationAgreement is hereby amended as described below.

2.1                                 The first sentence of the first paragraph ofSection 3.3 of the First Collaboration Agreement is hereby amended and restatedin its entirety as follows:

“Duringthe Collaborative Period, Senomyx will collaborate with Ajinomoto in[...***...] Program II on (i) an Exclusive basis with respect to [...***...] in[...***...] Product Category I in the Territory; (ii) a Co-Exclusive basis[...***...] in [...***...] Product Category II in the Territory; (iii) anExclusive basis [...***...] in [...***...] Product Category II in theTerritory; (iv) an Exclusive basis [...***...] in [...***...] Product CategoryIII in the Territory; (v) an Exclusive basis [...***...] in [...***...] ProductCategory IV in the Territory; and (vi) an Exclusive basis [...***...] in  [...***...] Product Category V in the Territory.”

2.2                                 The fourth sentence of Section 3.3(B) of theFirst Collaboration Agreement is hereby amended and restated in its entirety asfollows:

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“With respect to each Senomyx [...***...] Compound[...***...] in the course of [...***...] Program II, by no later than[...***...] immediately following the Collaborative Period (the “Selection Date”),Ajinomoto may, upon written notice to Senomyx, select up to [...***...] Senomyx[...***...] Compound(s) (including a maximum of [...***...] Modifications), or such larger reasonable number as theparties shall reasonably agree, for development; provided, however,that if a Regulatory Approval has been obtained with respect to a Senomyx[...***...] Compound at least [...***...] prior to the Selection Date,Ajinomoto may decide by a date which is [...***...] after the date of[...***...] whether Ajinomoto selects such compound or not; providedfurther,that Ajinomoto shall [...***...]” Notwithstanding the immediately foregoing proviso, in no event shallSenomyx be relieved of its obligations [...***...] or Ajinomoto be deemed to[...***...] under Section 8.7 as a result of any such failure to select.

2.3                                 A new Section 3.3(E) is hereby added to theFirst Collaboration Agreement as follows:

“(E)         **Modifications**.  Tothe extent that either party makes a Modification with respect to any[...***...] Compound at any time during the longer of the Term or [...***...]from the date of the [...***...] with respect to such [...***...] Compound,then that party shall (i) promptly test such Modification using the [...***...]Test, (ii) notify the other party of the [...***...] of such Modification andthe results of such [...***...] Test at the next meeting of the SteeringCommittee or, if such meetings are no longer taking place, within [...***...]following such Modification (“Modification Notice”) and (iii) thereafterprovide the other party with any other information reasonably requested.  In the event that the results of such[...***...] Test indicate that any such Modification is [...***...] to anyAjinomoto [...***...] Compound, then such Modification shall be deemed a “[...***...] Modification”.  Any Modification that is not a [...***...]Modification shall be deemed a “[...***...] Modification”.  For the avoidance of doubt,all Modifications are [...***...] of the Second Collaboration Agreement.  The rights and obligations of the partieswith respect to patent prosecution and maintenance of Patent Rights claimingModifications are set forth in Section 11.1 of the Second CollaborationAgreement.”

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3.                                       Section 7.5 of the First CollaborationAgreement is hereby amended as described below.

3.1                                 The first sentence of Section 7.5 of theFirst Collaboration Agreement is hereby amended and restated as follows:

“Pursuantto 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 and ingredient supplyapplications within [...***...] Product Category V shall be [...***...] on[...***...].”

3.2                                 The third, fourth and fifth sentences ofSection 7.5 of the First Collaboration Agreement are hereby amended andrestated as follows:

“Inthe event that Ajinomoto sells [...***...] Products to Affiliates of Ajinomoto,royalties will be based on [...***...]. In all cases, sales by Ajinomoto (and its Affiliates) to Third Parties,including, without limitation, as provided for in (b) and (c) above, the salesprice in such transactions shall be determined on an arms length basis.  Ajinomoto will provide Senomyx with a copy of[...***...] to an Affiliate, which shall be [...***...], provided thatAjinomoto may [...***...] other than the transfer price in any[...***...].  For the avoidance of doubt,(i) [...***...] Products in [...***...] Product Category III and [...***...]Product Category IV shall always be sold as a [...***...] and shall, in noevent, be sold as [...***...].”

4.                                       Section 8 of the First CollaborationAgreement is hereby amended as described below.

4.1                                 The first sentence of Section 8.2 of theFirst Collaboration Agreement is hereby amended and restated in its entirety asfollows:

“A non-exclusive, nontransferable (except as permittedunder Sections 8.3 and 17.12), license under the Senomyx Technology to[...***...] Senomyx [...***...] Compound(s) [...***...] in [...***...] ProductCategory I, [...***...] Product Category II, [...***...] Product Category III, [...***...]

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ProductCategory IV [...***...] and [...***...] Product Category V (with respect to[...***...] Modifications) inthe Territory.”

4.2                                 A new Section 8.2(E) is hereby added to theFirst Collaboration Agreement as follows:

“(E)         [**...***...**]**Product Category V**. With respect to [...***...] Modifications, an Exclusive, nontransferable(except as permitted under Sections 8.3 and 17.12) license under the SenomyxTechnology to (i) [...***...] Senomyx [...***...] Compounds solely fordevelopment of [...***...] Products in [...***...] Product Category V in theTerritory; (ii) make, have made, use, sell, offer for sale, have sold, importand export [...***...] Products containing Selected Senomyx [...***...] Compoundsin [...***...] Product Category V in the Territory; and (iii) make and havemade Selected Senomyx [...***...] Compounds to be used by Ajinomoto and/or itsAffiliates (only if pursuant to a permitted sublicense as provided for inSection 8.3) in [...***...] Products in [...***...] Product Category V in theTerritory, subject to Section 13.”

4.3                                 A new Section 8.7 is hereby added to theFirst Collaboration Agreement as follows:

“**8.7**        **Restrictions on Use of [...***...] Modifications**.  Notwithstanding anything to the contrary inthe First Collaboration Agreement or the Second Collaboration Agreement,Senomyx agrees that, during the longer of the Term or the term of the SecondCollaboration Agreement, it will not [...***...]; provided, however,that in no event will this Section 8.7 prevent Senomyx from [...***...].Anything in this Agreement or the Second Collaboration Agreement to thecontrary notwithstanding, for so long as an Ajinomoto [...***...] Compoundremains [...***...], Senomyx [...***...], any [...***...] Modification of suchAjinomoto [...***...] Compound in [...***...]; provided, however,that in no event will this Section 8.8 prevent Senomyx from [...***...].”

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4.4                                 A new Section 8.8 is hereby added to theFirst Collaboration Agreement as follows:

“**8.8        Research License forAjinomoto**[**...***...**]**Compounds.**  Pursuantto Section 8.4.1 of the First Collaboration Agreement, Ajinomoto hereby grantsto Senomyx a [...***...] license to use any Ajinomoto [...***...] Compound,following [...***...] with respect thereto, [...***...] under [...***...]Program II to discover Modifications. For the avoidance of doubt, this license will not include the right tosub-license unless Ajinomoto gives its consent, which may be withheld for anyreason.  “

5.                                       Section 15.4 of the First CollaborationAgreement is hereby amended and restated in its entirety as follows:

“**Survival.**  Theobligations and rights of the parties under Sections 3.3(E), 4.1 (only withrespect to [...***...] Modifications and only for so long as the SecondCollaboration Agreement remains in effect) 7.10, 7.11, 8.4.2, 8.4.3, 8.7, 9,10, 11.2 through 11.7, 14, 15, 16, 17, and Appendix A, will survive terminationor expiration of this Agreement; provided, however, thatnotwithstanding the foregoing, in no event shall Section 7.11 survive for morethan [...***...].”

6.                                       Except as specifically amended by this FirstAmendment, the terms and conditions of the Agreement shall remainunchanged and in full force andeffect.

7.                                       The parties will agree upon a press releaseto announce the execution of the Second Collaboration Agreement and this FirstAmendment and their material terms, the form of which press release is attachedas Appendix C to the Second Collaboration Agreement.  Thereafter, Ajinomoto and Senomyx may eachdisclose to third parties the information contained in such press releasewithout the need for further approval by the other party.

8.                                       This First Amendment will be governed by thelaws of the State of California, U.S.A., as such laws are applied to contractsentered into and to be performed entirely within such State.

9.                                       This First Amendment shall be effective as ofthe date first written above.

10.                                 This First Amendment may be executed in twocounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

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IN WITNESS WHEREOF, theparties, through their authorized officers, have executed this First Amendmentas of the date set forth hereinabove.
| **SENOMYX, INC.** |                                   | **AJINOMOTO CO., INC.** |
|-------------------|----------------------------------------|-------------------------|
| ** **        |                                   | ** **              |
| By:               | /s/ Kent Snyder                        |                    | 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:             | October 11, 2006                       | ** **              | Date: | October 11, 2006 |
|                   |                                        |                         |  |  |  |  |

 

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