**EXHIBIT10.44**

 

*****TextOmitted and Filed Separately**

**withthe Securities and Exchange Commission.**

**ConfidentialTreatment Requested**

**Under17 C.F.R. Sections 200.80(b)(4)**

**and240.24b-2.**

 

**FIRST AMENDMENTTO THECOLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT**

** **

**THIS FIRST AMENDMENT TOTHE COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSEAGREEMENT**(the ***“First Amendment”***)is made by and between **SENOMYX, INC.**(***“Senomyx”***), aDelaware corporation, having a principal place of business at 4767 Nexus CentreDrive, San Diego, CA 92121, and FIRMENICH SA, a Swiss Company, having itsprincipal place of business at 1, route des Jeunes,1211 Geneva 8, Switzerland (“Firmenich”).

 

**WHEREAS,** Senomyx and Firmenich enteredinto that certain Collaborative Research, Development, Commercialization andLicense Agreement dated as of July 28, 2009 (the ***“Agreement”***); and

 

**WHEREAS,** the parties wish to amend the Agreement in the manner set forth inthis First Amendment (capitalized terms used but not otherwise defined in thisFirst Amendment shall have the meanings given such terms in the Agreement).

 

**NOW, THEREFORE,** in consideration of the foregoing premisesand of the covenants, representations and agreements set forth below, theparties hereby agree to amend the Agreement as follows:

 

**AGREEMENT**

 

**1.****                                       **Theparties acknowledge and agree that for purposes of the Agreement, the “firstRegulatory Approval of S6973 in the United State” has been achieved.

 

**2.****                                       **Theparties further acknowledge and agree that wherever the phrase “firstRegulatory Approval” is used anywhere in the Agreement with respect to anyspecific country or geography, that notwithstanding anything to the contrary inthe Agreement such “first Regulatory Approval” will be deemed to occur when[...***...].

 

**3.****                                       **Inconsideration for a non-refundable and non-creditable payment by Firmenich toSenomyx of US $2,000,000, which amount shall be paid by not later than November 13,2009, the parties agree that:

 

**(a)****                                 **The payment amount set forthin Section 7.1.1(b) of the Agreement shall hereafter be US$8,000,000instead of US$10,000,000.

 

**(b)****                                 **The reference to [...***...] in Section 7.1.2.1 of theAgreement shall hereafter refer to February 1, 2010; and

 

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*****ConfidentialTreatment Requested**

 

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**(c)****                                 **Notwithstanding anything tothe contrary in the Agreement, Firmenich’s right to select S6973 fordevelopment under the Collaborative Program pursuant to Section 3.1.4shall expire as of February 1, 2010, subject to the earlier termination ofthe Agreement, and following such date Firmenich shall have no remaining rightto select S6973 for development under the Agreement.

 

**4.**                                        The parties acknowledge andagree that Senomyx may disclose the material financial and business terms ofthis Amendment as contemplated by Section 10.5 of the Agreement. Theparties further acknowledge and agree that Senomyx may issue a press release toannounce the execution of this Amendment and its material terms, including thenature of the modifications to the Agreement and the amount, timing and otherterms of the payments contemplated by this Amendment. [...***...] Notwithstanding the foregoing, the content of the press release shallnot [...***...].

 

**5.**                                        Except as specifically amendedby this First Amendment, the terms and conditions of the Agreement shall remainin full force and effect.

 

**6.**                                        This First Amendment will begoverned by the laws of the State of [...***...],as such laws are applied to contracts entered into and to be performed entirelywithin such State.

 

**7.****                                       **This First Amendment may beexecuted in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

 

**[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]**

 

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*****ConfidentialTreatment Requested**

 

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**IN WITNESS WHEREOF,** the parties have executedthis First Amendment effective as of the date of the last signature set forthbelow.

 
| **FIRMENICH SA** | ** ** | **FIRMENICH SA** |
|------------------|------------|------------------|
| ** **       | ** ** | ** **       |
|             |       |             |
| By:              |       |             | By: |   |
|             |       |             |   |   |
|             |       |             |   |   |
| Title:           |       |             | Title: |   |
|             |       |             |   |   |
|             |       |             |   |   |
| Date:            |       |             | Date: |   |

 

 

**SENOMYX, INC.**

 

 
| By:    | /s/ Kent Snyder       |   |
|--------|-----------------------|--------|
|   | Kent Snyder           |   |
|   |                  |   |
| Title: | CEO and Chairman      |   |
|   |                  |   |
|   |                  |   |
| Date:  | October 30, 2009 |   |

 

 

**[SIGNATURE PAGE TO FIRSTAMENDMENT]**

 

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**IN WITNESS WHEREOF,** the parties have executedthis First Amendment effective as of the date of the last signature set forthbelow.

 
| **FIRMENICH SA** | ** **         | **FIRMENICH SA** |
|------------------|--------------------|------------------|
| ** **       | ** **         | ** **       |
|             |               |             |
| By:              | /s/ Donald Hartman |             | By: | /s/ Friedrich Busse |
|             |               |             |   |   |
|             |               |             |   |   |
| Title:           | Corp. VP Flavors   |             | Title: | Corp. VP Strategic Development |
|             |               |             |   |   |
|             |               |             |   |   |
| Date:            | 30 Oct. 2009  |             | Date: | 30 Octobre 2009 |

 

 

**SENOMYX, INC.**

 

 
| By:    |             |   |
|--------|------------------|--------|
|   | Kent Snyder      |   |
|   |             |   |
| Title: | CEO and Chairman |   |
|   |             |   |
|   |             |   |
| Date:  |             |   |

 

 

**[SIGNATURE PAGE TO FIRSTAMENDMENT]**

 

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