**Exhibit10.36**

*****TextOmitted and Filed Separately with the Securities andExchange Commission.  ConfidentialTreatment RequestedUnder 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2.**

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**COLLABORATIVE****RESEARCH****,COMMERCIALIZATIONAND LICENSE AGREEMENTFOR [...***...] PROGRAM III**

**BETWEEN**

**SENOMYX, INC.**

**AND**

**AJINOMOTO CO., INC.**

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**COLLABORATIVE RESEARCH, COMMERCIALIZATION ANDLICENSE AGREEMENT FOR [...***...] PROGRAM III**

THIS AGREEMENT isentered into as of October 6, 2006 (the “Effective Date”) by and betweenSENOMYX, INC., a Delaware Corporation having offices at 11099 North TorreyPines Road, La Jolla, CA 92037, U.S.A. (“Senomyx”) and AJINOMOTO CO., INC., aJapanese Corporation, having its principal place of business at 15-1, Kyobashi1-chome, Chuo-ku, Tokyo 104-8315, Japan (“Ajinomoto”).

**BACKGROUND**

Whereas, Ajinomoto andSenomyx have entered into a Collaborative Research, Development,Commercialization and License Agreement dated March 23, 2006, as amended bythat certain First Amendment dated the date hereof (“First Collaboration Agreement”), whereunder theparties have agreed to collaborate on [...***...] Program I and [...***...]Program II and Senomyx has granted to Ajinomoto certain license and commercializationrights.  Ajinomoto and Senomyx desire toenter into this Agreement for an additional collaborative research and development program to discover anddevelop Ajinomoto [...***...] Compounds during the Collaborative Period underthe Research Plan for use in the Field and Territory (the “[...***...] ProgramIII”).

NOW, THEREFORE, inconsideration of the foregoing promises and of the covenants, representationsand agreements set forth below, the parties hereby agree as follows:

**THEAGREEMENT**

1.                                       **Definitions**.  Certain terms set forth in this Agreementwith initial capitals are defined in Appendix A, which is incorporated hereinby reference.  Capitalized terms used inthis Agreement without definition shall have the meanings provided therefore inthe First Collaboration Agreement.

2.                                       **Steering Committee**.  Within [...***...] of the Effective Date, theparties will establish a joint steering committee, which will be made up ofrepresentatives from the parties (the “Steering Committee”).  The Steering Committee will direct theefforts of [...***...] Program III.  TheSteering Committee will consist of two (2) representatives designated bySenomyx and two (2) representatives designated by Ajinomoto.  Steering Committee members may delegate theirvoting powers to delegates from their respective companies.  Each member of the Steering Committee willhave one (1) vote. The Steering Committee will meet at least four (4) times peryear during the Collaborative Period, andthereafter from time to time, using mutually agreed upon meetinglocations and formats including teleconferencing and videoconferencing. Eachparty shall bear its own expenses relating to the meetings and activities ofthe Steering Committee. Senomyx will prepare and deliver to the members of theSteering Committee minutes of such

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meetings forreview and approval by both parties. Decisions of the Steering Committee willbe made by unanimous vote, at a meeting where all four voting representativesare present, or by unanimous written consent.

3.                                       **Collaborative Program**.

3.1                                 **Research Plan****;Staffing**.

3.1.1                        **Research Plan. **The parties will prepare theResearch Plan within [...***...] from the Effective Date and will conduct [...***...] ProgramIII pursuant thereto.  The Research Plan will be reviewed at thefirst meeting of the Steering Committee. Senomyx will prepare the Research Plan and, after review and comment byAjinomoto, the Steering Committee will authorize the same.

3.1.2                        **Staffing**. Senomyx represents and warrants thatthe personnel it will provide toparticipate in [...***...] Program IIIare qualified to perform the work in the Research Plan.  Senomyx shall identify to Ajinomoto theSenomyx personnel, including their academic and work experience, who shallparticipate in [...***...] Program III. Senomyx may change such personnel to other qualified personnel from timeto time, in its reasonable discretion, provided that, to the extent reasonablypossible, Senomyx shall notify Ajinomoto in advance of any such change andidentify to Ajinomoto such new personnel, including their academic and workexperience.

3.2                                 **[...***...] Program III**.   During the Collaborative Period, Senomyxwill collaborate with Ajinomoto in [...***...] Program III on an Exclusivebasis within the Field in the Territory.

3.2.1                        **Research Plan**.  The Research Plan for [...***...] Program IIIshall include [...***...].  Anything inthis Agreement to the contrary notwithstanding, Ajinomoto shall not knowingly provide Senomyx with any [...***...]in [...***...] for [...***...].

3.2.2                        **Responsibilities of the Parties**.  During the Collaborative Period, Senomyx willuse its reasonable commercial efforts using the applicable Research Feesprovided under Section 6.1 to perform the activities outlined in the ResearchPlan.  [...***...], Senomyx will prepare a data package forAjinomoto [...***...] Compounds describing the results of the researchconducted pursuant to Section 3.2.1, subject to agreement of the

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parties on the contentsof such data package. During the Collaborative Period, Ajinomoto will use itsreasonable commercial efforts to perform the activities in accordance with theResearch Plan, and the evaluation of the data package.  With respect to each Ajinomoto [...***...]Compound discovered in the course of [...***...] Program III, Ajinomoto may,upon written notice to Senomyx, select any such Ajinomoto [...***...]Compound(s) for development.  Ajinomotowill provide written notice to Senomyx of all Ajinomoto [...***...] Compoundsselected for development and any such compounds will be deemed SelectedAjinomoto [...***...] Compounds.  Duringthe Collaborative Period, Senomyx and Ajinomoto will cooperate in good faith tosupport the other party’s performance of the activities set forth in theResearch Plan.  Upon expiration of theCollaborative Period, the parties’ research and development obligationspursuant to this Section 3.2 will expire. Ajinomoto at all times shall be free to develop, use,commercialize, license and/or otherwise dispose of any and all such Ajinomoto [...***...] Compounds,subject only to its obligations under this Agreement; provided, however,that if (i) at least [...***...] identified under [...***...] Program III isnot selected as a Selected Ajinomoto [...***...] Compound(s) pursuant to thisSection 3.2.2 by the Selection Date and (ii) Ajinomoto has not otherwise paid at least [...***...]under the First Collaboration Agreement or [...***...] under this Agreement,Ajinomoto will be precluded from [...***...] any Ajinomoto [...***...] Compoundwithout the written consent of Senomyx. For the avoidance of doubt, Ajinomoto will not [...***...] any Ajinomoto[...***...] Compound for which Ajinomoto has not notified Senomyx of itsselection for development as a Selected Ajinomoto [...***...] Compound.

3.2.3                        **Ajinomoto [...***...] Compounds**.  At the Steering Committeemeeting immediately following[...***...], Ajinomoto will notify the Steering Committee of the [...***...] inorder to determine via review of the applicable data and information whether[...***...].  Such [...***...] shall be considered Confidential Information ofAjinomoto.  If such [...***...] is notdetermined by the Steering Committee to be a [...***...], and such [...***...]otherwise meets the definition of Ajinomoto [...***...] Compounds, then it will be deemed to be an Ajinomoto [...***...] Compound [...***...].  If neither all the members of the SteeringCommittee nor the parties can agree whether such [...***...] is an [...***...]

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[...***...],then either party may seek to resolve such dispute pursuant to the disputeresolution procedures set forth in Section 16.4.  Ajinomoto must provide [...***...] to Senomyxby no later than [...***...] days immediately following the CollaborativePeriod.  If Senomyx is not provided[...***...] for a [...***...] within such period, [...***...].

3.2.4                        **Exclusivity**.  Duringthe Collaborative Period, Senomyx [...***...]. Notwithstanding the foregoing, this Section 3.2.3 will not be construedas [...***...] (subject to any obligations, including withoutlimitation, any exclusivity obligations, in the First Collaboration Agreement). Anything in this Agreement to the contrary notwithstanding, Ajinomoto atall times shall be free to [...***...]following the Collaborative Period,subject to its obligations under this Agreement.

3.3                                 **Ajinomoto[...***...] Product Development and Commercialization**.  Within [...***...] of Ajinomoto’s firstselection of an Ajinomoto [...***...] Compound, Ajinomoto shall provide Senomyxwith [...***...] of Ajinomoto [...***...] Compounds, including plans for Ajinomoto [...***...] Productdevelopment, manufacturing and consumer acceptance testing.  Ajinomoto will provide, at each SteeringCommittee meeting or if such meetings are no longer taking place, then on a[...***...] basis, [...***...] reports to Senomyx, which will include, withoutlimitation, [...***...] of any Ajinomoto [...***...] Compound.  Such reports will be treated as ConfidentialInformation of Ajinomoto.  Ajinomoto willuse commercially reasonable efforts to obtain Regulatory Approval for[...***...] Ajinomoto [...***...] Compound and will use commercially reasonableefforts to commercialize [...***...] Ajinomoto [...***...] Product containingone or more Ajinomoto [...***...] Compounds within [...***...] from theRegulatory Approval Date for the first Regulatory Approval obtained for anAjinomoto [...***...] Compound.  For the avoidanceof doubt, Ajinomoto will be responsible for [...***...]

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[...***...]of Ajinomoto [...***...] Product prototypes.

3.4                                 **Regulatory**. Regulatory matters shall be handled as follows.

3.4.1                        **Regulatory Filings**. All regulatory filings for any Ajinomoto [...***...] Compounds and allRegulatory Approvals received or issued in connection therewith shall be[...***...].  Any data generated under this Agreement for anAjinomoto [...***...] Compoundthat is required to submit or complete a regulatory filing or obtain RegulatoryApproval (“Regulatory Filing Data”) shall be [...***...].

3.4.2                        **Cost of Filings**. [...***...] will be responsible for the costs associated with the regulatory filings and the Regulatory FilingData for the Ajinomoto [...***...] Compounds.

3.4.3                        **Notice of Regulatory Approval**.  Upon selection of each Selected Ajinomoto[...***...] Compound, Ajinomoto will provide Senomyx with a nonbindingregulatory plan (“Regulatory Plan”).  TheRegulatory Plan(s) will set forth the following [...***...].  Ajinomoto will provide, at each SteeringCommittee meeting or if such meetings are no longer taking place, then on a[...***...] basis, updates of the Regulatory Plan(s), which may be incorporatedinto the minutes of the Steering Committee. Ajinomoto will notify Senomyx within [...***...] following [...***...] of any Regulatory Approval.

4.                                       **Law and Regulation**.  The [...***...] Compounds, Ajinomoto[...***...] Compounds, Selected Ajinomoto [...***...] Compounds, and any othermaterials provided by Senomyx under this Agreement must be used in compliancewith all applicable laws and regulations, including, without limitation, allimport and export laws and regulations.

5.                                       **Reporting**. During the Collaborative Period, each party will report to the other awritten summary, the contents of which shall be determined by the partiesfollowing the Effective Date, of results of research and development work itcarries out, if any, under this Agreement within [...***...] after eachquarterly Steering Committee meeting. The exchange of such report may be reasonably supplemented, at therequest of the party receiving a report, by correspondence and/or, uponreasonable prior notice, visits to the other party’s facilities. Subject to Section 3.2.3, anything in this Agreement to the contrarynotwithstanding, Ajinomoto shall be under no obligation to report to Senomyx[...***...]

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[...***...].  Eachparty shall promptly bring to the other party’s attention any [...***...] withrespect to any Ajinomoto [...***...] Compound.

6.                                       **Financial Terms**.

6.1                                 **Research Fees**.

6.1.1                        **Research Fees**.  Duringthe Collaborative Period, Ajinomoto will pay Senomyx research fees for the workof Senomyx under [...***...] Program III (“Research Fees”).  The Research Fees for the first year of[...***...] Program III shall be US$[...***...](which shall be equivalent to the cost of [...***...] for [...***...]Program III on the basis of US$[...***...] per FTE, including, withoutlimitation, the cost of overhead, salaries and necessary materials and suppliesfor such FTEs).  The Research Fees forthe second year of [...***...] Program III shall be a minimum ofUS$[...***...].  The Research Fees forthe third year of [...***...] Program III shall be a minimum ofUS$[...***...].  The Research Fees willbe paid in equal [...***...] installments payable in advance.  The first payment will be made within[...***...] following the Effective Date. The Research Fees do not include: [...***...].

6.1.2                        **Reallocation of Research Fees**.  The Steering Committee may, upon [...***...]written notice, reallocate Research Fees from [...***...] Program II, in wholeor in part, under Section 7.3 of the First Collaboration Agreement to[...***...] Program III.  Such ResearchFees reallocated from the First Collaboration Agreement [...***...].  In no event will Research Fees under thisAgreement [...***...].  In the event allResearch Fees are reallocated from [...***...] Program II to [...***...]Program III, Senomyx shall be [...***...] under Section 3 of the FirstCollaboration Agreement, and the period definedas the [...***...]in the First Collaboration Agreement [...***...].  For the avoidance of doubt, in the

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event of [...***...], the Selection Date for [...***...]Program II as set forth in Section 3.3(B) of the First Collaboration Agreementshall be [...***...] following [...***...]. For the avoidance of doubt, Ajinomoto must retain at least [...***...]allocated to [...***...] Program II in order to [...***...] thereunder.

6.2                                 **Milestone Payments**.  Ajinomoto will pay Senomyx the followingnon-creditable, non-refundable milestone payments within [...***...] of theoccurrence, and written backup information to Ajinomoto from Senomyx, of thefollowing milestone events for [...***...] Program III:

·                  Milestone 1: [...***...]; provided, however, [...***...];

·                  Milestone 2: [...***...]; provided, however, [...***...]; and

·                  Milestone 3: [...***...]; provided, however, [...***...].

6.3                                 **[...***...] for Ajinomoto [...***...] Products**.

6.3.1                        [...***...]  In consideration for the use of SenomyxTechnology in [...***...] Program III, pursuant to the provisions of Section6.5, Ajinomoto will pay to Senomyx a [...***...] of

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[...***...] on [...***...] duringthe [...***...] Term.  For the avoidanceof doubt, there shall be [...***...]; provided, however, thatAjinomoto will pay the [...***...].  Forthe avoidance of doubt, in the event that one or more additional Ajinomoto[...***...] Compounds is added to an Ajinomoto [...***...] Product, the[...***...] Term will [...***...].  Inthe event that Ajinomoto sells Ajinomoto [...***...] Products to Affiliates ofAjinomoto, the royalty [...***...]will be based on [...***...].  In all cases, sales by Ajinomoto(and its Affiliates, licensees and sublicensees) to Third Parties, including,without limitation, as provided for in (b)and (c) above, the sales price in such transactions shall be determined[...***...].

6.3.2                        **[...***...] Obligation Following AnyCommercialization.**  For the avoidance of doubt, inthe event that at any time during or after the Term Ajinomoto commercializesany Ajinomoto [...***...] Compound, Ajinomoto will beobligated to pay Senomyx [...***...], regardless of whether any such Ajinomoto [...***...]Compound is selected as a Selected Ajinomoto [...***...] Compound.  Notwithstanding the foregoing, in no eventshall Ajinomoto be obligated to pay [...***...] with respect to any Ajinomoto[...***...] Product for any period longer than the [...***...] Term.

6.4                                 **Minimum Annual Royalties [...***...].**

6.4.1                        **Minimum Annual Royalty[...***...] Amount.**  One single minimum annual royalty[...***...] (“MAR”) structure will apply to Ajinomoto [...***...] Compounds,Senomyx [...***...] Compounds and Selected Senomyx [...***...] Compounds.  Such structure shall be the structure setforth in Section 7.6 of the First Collaboration Agreement, which isincorporated herein by reference and will apply to Ajinomoto

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[...***...] Compounds.  If MARpayments have not been triggered or if the application of the MAR provisions isreset with respect to Senomyx [...***...] Compounds and/or Selected Senomyx[...***...] Compounds, then with respect to any triggering by Ajinomoto [...***...] Compounds of future MAR obligations, Ajinomoto’sobligation to meet the MAR will commence on the first day of the calendarquarter immediately following the day when Ajinomoto first sells Ajinomoto [...***...] Products in (x) [...***...] and/or (y)[...***...] (as the case may be). Ajinomoto’s obligations to meet the MAR will continue throughout the[...***...] Term for Ajinomoto [...***...] Products.

6.4.2                        **Calculation of the MAR. **The amount by which the aggregate amount of [...***...] for a MinimumAnnual Royalty Year (as defined below) is less than the amount of the relevant MARshall be paid by Ajinomoto to Senomyx within [...***...] from the end of that MinimumAnnual Royalty Year; provided, however, that a “Minimum AnnualRoyalty Year” for each of (i) [...***...], shall mean each twelve-(12)-monthperiod commencing on the earlier of the Commercialization Date or the firstdate of commencement of Ajinomoto’s obligation to meet the MAR with respect toany Ajinomoto [...***...] Compound, as the case may be, and eachanniversary thereof.  Anything in thisAgreement to the contrary notwithstanding, with respect to the MAR for (i)[...***...], the aggregate amount of earned royalties [...***...] in[...***...] and the pro rata share of earned royalties [...***...] outside ofthe First Collaboration Agreement Territory applicable to [...***...] shall beused to determine whether a MAR payment is due with respect to [...***...], and(ii) [...***...], the aggregate amount of earned royalties [...***...] in theFirst Collaboration Agreement Territory [...***...], and the pro rata share ofearned royalties [...***...] outside of the First Collaboration AgreementTerritory applicable to the First Collaboration Agreement Territory [...***...]shall be used to determine whether a MAR payment is due with respect to such[...***...].  By way of example, for any Minimum AnnualRoyalty Year:  (i) allearned royalties [...***...] of Ajinomoto [...***...] Products in the FirstCollaboration Agreement Territory for such Minimum Annual Royalty Year will be creditable towards the MAR applicable during such Minimum Annual RoyaltyYear; and (ii) all

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earned royalties[...***...] of Ajinomoto [...***...] Products outside of the First Collaboration Agreement Territory for such MinimumAnnual Royalty Year will be creditable ona pro rata basis to the MAR applicable during such Minimum AnnualRoyalty Year for each of [...***...] and[...***...] other than [...***...].

6.4.3                        **Pro Ration of the MAR.**  In theevent of the expiration or termination of this Agreement, the MAR for the finalMinimum Annual Royalty Year shall be calculated by [...***...].

6.4.4                        **Reset of MAR. **The reset provision of Section 7.6.4 of the First Collaboration Agreementwill apply to Ajinomoto [...***...] Compounds through the [...***...] Term and, therefore, by way of example,if the MAR is triggered with respect to Senomyx [...***...] Compounds and/orSelected Senomyx [...***...] Compounds, and if [...***...] or more elapsesafter cessation of the sale of a product consisting of or containing Senomyx[...***...] Compounds and/or Selected Senomyx [...***...] Compounds beforeAjinomoto’s first sale of an Ajinomoto [...***...] Product, then the application of the MAR provisionsshall start anew from the first year MAR amount provided for in Section 7.6.1of the First Collaboration Agreement.

6.5                                 **Payment Terms.**  The[...***...] due under Section 6.3 will be paid within [...***...] after the endof each calendar [...***...] period in which such [...***...] are earned duringthe [...***...] Term for [...***...]. With each such [...***...] payment, Ajinomoto (or its respectiveAffiliate) will furnish to Senomyx a [...***...] statement in sufficient detailto permit confirmation of the accuracy of the [...***...] payment made, whichsets forth on a country-by-country basis the [...***...], the [...***...]payable in United States dollars, the method used to calculate the [...***...],the exchange rate used and [...***...].

6.6                                 **Currency of Payment**. All payments to bemade under this Agreement, including the [...***...] payable to Senomyx byAjinomoto, will be paid in United States dollars by wire transfer or othermutually acceptable means to a bank account designated by Senomyx.  With respect to each

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quarter, for countries other than the United States,whenever conversion of payments from any foreign currency are required, suchconversion will be made at [...***...].

6.7                                 **Taxes Withheld**.  Any income or other tax that Ajinomoto or anyof its Affiliates is required by a government agency to withhold and pay onbehalf of Senomyx with respect to milestone payments, [...***...] or any otherpayments payable under this Agreement will be deducted from and offset againstsuch [...***...] prior to remittance to Senomyx; provided, however,that in regard to any tax so deducted, Ajinomoto will give or cause to be givento Senomyx such assistance as may reasonably be necessary to enable Senomyx toclaim exemption from or credit for the tax so deducted, and in each case willwithout delay furnish to Senomyx proper evidence of the taxes paid on Senomyx’sbehalf.

6.8                                 **Late Payment**.  In the event that any payment, including[...***...] payments, due hereunder is not made when due, the payment willaccrue interest from that date due at the rate of [...***...] per annum; provided,however, that in no event will such rate exceed the maximum legal annualinterest rate.  The payment of suchinterest will not limit the receiving party from exercising any other rights itmay have as a consequence of the lateness of any payment.

6.9                                 **Records of [...***...] and [...***...] Calculations**.  During the [...***...] Term and for a periodof [...***...] thereafter, Ajinomoto will keep complete and accurate records of[...***...] in sufficient detail to allow the accrued [...***...] to bedetermined accurately in accordance with the generally accepted accountingprinciples of the relevant country and to verify the [...***...] payments pursuantto Section 6.3.  Senomyx, followingreasonable prior written notice to Ajinomoto, will have the right [...***...]in order to verify the accuracy of the reports of [...***...] and [...***...]payments.  [...***...].  Senomyx will bear [...***...] unless[...***...]

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[...***...], in which event, Ajinomoto will bear[...***...].  In all events, Ajinomotowill pay any underpayment with interest in accordance with Section 6.8 andSenomyx shall refund any overpayment with interest in accordance with Section6.8.  Senomyx acknowledges that the informationconcerning [...***...] payments reports, and all other information learned[...***...] constitutes the ConfidentialInformation of Ajinomoto, butSenomyx may disclose the same to the extent necessary for Senomyx toenforce its rights under this Agreement or if disclosure is required by law orfalls under an exception under Section 9.4; provided, however, that in the event of such disclosure,Senomyx shall observe the provisions of the second paragraph of Section 9.4.

7.                                       **License Grants**.

7.1                                 **From Ajinomoto to Senomyx, Inc.**

7.1.1                        **[...***...]. **Subjectto the terms and conditions of this Agreement, Ajinomoto hereby grants toSenomyx a non-exclusive nontransferable (except as provided under Section16.12) license to use [...***...] in the continental United States of Americafor the sole purpose of performing its obligations under this Agreement.  Unless otherwise agreed to by Ajinomoto, in no eventshall Senomyx use [...***...] except to [...***...] pursuant to the terms ofthis Agreement.

7.1.2                        **Possible Future Grants. **IfAjinomoto identifies any [ ...***...] that may be relevant or useful for theresearch purposes under this Agreement, [...***...] license for Senomyx to usethe relevant [...***...] for the [...***...]. 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.

7.1.3                        **[...***...]****. **Subject to the terms andconditions of this Agreement, [...***...] a license to any [...***...] for thesole purpose of practicing the licenses granted pursuant to Section 7.1.2.

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**7.**2                                **From Senomyx to Ajinomoto**.   Senomyxhereby grants to Ajinomoto a non-exclusive, non-transferable license, with theright to sublicense as provided in Section 8.7.2 below,under Senomyx Technology covering [...***...] solely to [...***...] Ajinomoto[...***...] Products; provided, however such license shall notinclude a license to [...***...].  Forthe avoidance of doubt, this license only applies to [...***...] Compounds determinedto be Ajinomoto [...***...] Compoundsunder Section 3.2.3.

8.                                       **Ownership of Intellectual Property**.

8.1                                 **Retention of Rights**.  Senomyx retains all rights in SenomyxTechnology not expressly licensed, assigned or jointly owned pursuant to the terms of thisAgreement.  Ajinomoto retains all rightsin Ajinomoto Technology not expressly licensed, assigned or jointly ownedpursuant to the terms of this Agreement. Except as otherwise expressly provided in this Agreement, nothing inthis Agreement is intended to convey or transfer ownership or the grant of anylicense or sublicense by one party to the other party of any rights in anyConfidential Information, Patent Rights or Know-How Controlled by a party.

8.2                                 **Senomyx Sole Inventions**.  Senomyx will own all Inventions and otherKnow-How made solely by its employees and agents under this Agreement,[...***...] (the “Senomyx Sole Inventions”), and all claims within PatentRights claiming such Inventions and Know-How.  Senomyx hereby irrevocably assignsto Ajinomoto all right, title and interest in and to any such Senomyx SoleInventions [...***...] that consist of improvements to the AjinomotoTechnology, excluding Jointly Owned Technology (“Ajinomoto Improvements”), andall claims within Patent Rights claiming such Senomyx Sole Inventions, subjectto any license granted to Senomyx pursuant to Section 7.  In the event that Senomyx is legally unableto assign such rights to Ajinomoto, then Senomyx agrees either to waive theenforcement of such rights against Ajinomoto and any sublicensees and assignees,or to grant Ajinomoto an Exclusive, irrevocable, perpetual, worldwide, fullypaid-up license, with right to sublicense through multiple tiers of sublicense,to such rights, subject to any license granted to Senomyx pursuant toSection 7.

8.3                                 **AjinomotoSole Inventions**.  Ajinomoto will own all Inventionsand other Know-How made solely by its employees and agents under thisAgreement, [...***...], (“Ajinomoto Sole Inventions”), and all claims withinPatent Rights claiming such

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Inventions and Know-How.  Ajinomoto hereby irrevocably assigns to Senomyx allright, title and interest in and to any such Ajinomoto Sole Inventions[...***...] that consist of improvements to the Senomyx Technology, excludingJointly Owned Technology (“Senomyx Improvements”) and all claims within PatentRights claiming such Ajinomoto Sole Inventions. In the event that Ajinomoto is legally unable to assign suchrights to Senomyx, then Ajinomoto agrees either to waive the enforcement ofsuch rights against Senomyx and any sublicensees and assignees, or to grantSenomyx an Exclusive, irrevocable, perpetual, worldwide, fully paid-up license, with right to sublicense through multiple tiers ofsublicense, to such rights.  Notwithstanding anything to the contrary in this Agreement, at no timeduring or for [...***...] after the Term will Ajinomoto file Patent Rightsdisclosing Senomyx Confidential Information.

8.4                                 **Joint Inventions.**  All Inventions and other Know-How made underthis Agreement jointly by employees or agents of Senomyx and employees oragents of Ajinomoto (the “Joint Inventions”) and all claims within PatentRights claiming such Joint Inventions will be owned jointly by Ajinomoto andSenomyx.  Ajinomoto hereby irrevocablyassigns to Senomyx all interest in and to any Joint Inventions made in thecourse of [...***...] Program III during the Collaborative Period that consistof Senomyx Improvements and all claims within Patent Rights claiming such JointInventions.  In the event that Ajinomotois legally unable to assign such rights to Senomyx, then Ajinomoto agreeseither to waive the enforcement of such rights against Senomyx and anysublicensees and assignees, or to grant Senomyx an Exclusive, irrevocable,perpetual, worldwide, fully paid-up license, with right to sublicensethrough multiple tiers of sublicense, to such rights.  Senomyx hereby irrevocably assigns toAjinomoto all interest in and to any Joint Inventions made in the course of[...***...] Program III during the Collaborative Period that consist ofAjinomoto Improvements, and all claims within Patent Rights claiming such JointInventions, subject to any licenses granted to Senomyx pursuant to Section 7.  In theevent that Senomyx is legally unable to assign such rights to Ajinomoto, thenSenomyx agrees either to waive the enforcement of such rights against Ajinomotoand any sublicensees and assignees, or to grant Ajinomoto an Exclusive,irrevocable, perpetual, worldwide, fully paid-up license, with right to sublicensethrough multiple tiers of sublicense, to such rights, subject to any licensegranted to Senomyx pursuant toSection 7.

8.5                                 **Ajinomoto [...***...] Compounds**.  As between the parties, Ajinomoto [...***...]Compounds and, subject to Section 8.6 with respect to Modifications,  all claims within Patent Rights claimingcompositions of matter and/or use of and/or methods or processes for makingsuch

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Ajinomoto [...***...] Compounds shall be owned solely by[...***...].  For the avoidance of doubt, this Section 8.5shall not be construed as granting rights to [...***...] to [...***...]Compounds Known to [...***...] or to any Patent Rights, which claim such[...***...] Compounds Known to [...***...], owned or Controlled by [...***...]prior to [...***...] of the applicable Ajinomoto [...***...] Compound.  [...***...] hereby irrevocably assigns to [...***...]all interest in and to any Ajinomoto [...***...] Compounds and, subject to Section8.6 with respect to Modifications, all claims within Patent Rights claimingcompositions of matter and/or use of and/or methods or processes for makingsuch Ajinomoto [...***...] Compounds.  Inthe event that [...***...] is legally unable to assign such rights to [...***...],then subject to the terms and conditions of this Agreement, including, without limitation,[...***...], [...***...] agrees either to waive the enforcement of such rightsagainst [...***...], or to grant [...***...] an Exclusive, irrevocable,perpetual, worldwide fully paid-up [...***...].

8.6                                 **Modifications**.  Theparties acknowledge that the intent of this Agreement is to find Ajinomoto[...***...] Compounds which are [...***...]. Accordingly, notwithstanding anything to the contrary contained inSections 8.2, 8.3, or 8.4 hereof or in the First Collaboration Agreement, anyModifications [...***...], with respect to any Ajinomoto [...***...] Compoundat any time during the longer of the term of the First CollaborationAgreement or [...***...] from the date of the [...***...] with respect to suchAjinomoto [...***...] Compound and, subject to Section 8.5 withrespect to Ajinomoto [...***...] Compounds, all claims within Patent Rightsclaiming the composition of matter and and/or use of and/or methods orprocesses for making any such Modifications will be [...***...], subject tothe licenses granted to [...***...]. Ajinomoto hereby irrevocably assigns to [...***...] all interest in andto the composition of matter and/or use of and/or methods or processes formaking any such Modifications and, subject to Section 8.5 with respect toAjinomoto [...***...] Compounds, all claims within Patent Rights claimingcompositions of matter and/or use of and/or methods or processes for makingsuch Modifications.  In the event that[...***...] is legally unable to assign such rights to [...***...], then [...***...]agrees either to waive the enforcement of such rights against

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[...***...], or to grant [...***...] an Exclusive,irrevocable, perpetual, worldwide, fully paid up license, with right tosublicense through multiple tiers of sublicense, to such rights.  [...***...]

8.7                                 **Non-Limitationson License****to [...***...]****Compounds; Limitation on Licenses under Section7.2**.

8.7.1                        **Licenseof [...***...]****Compounds.** Subjectto the limitations in Section 8.7.2, [...***...] may license or sublicenserights to [...***...] Compounds to third parties, including without limitation,its Affiliates, on the condition that [...***...].  [...***...] will agree to be responsible forand to [...***...] by any of [...***...]. Any licenses or sublicenses to [...***...] Compounds will be subject towritten license agreements.  [...***...]agrees to cause each of its permitted licensees or sublicensees to agree inwriting (i) to assign to [...***...], directly or via [...***...], all interestin and to the composition of matter and/or use of and/or methods or processesof making [...***...] and all claims within Patent Rights claiming compositionsof matter and/or use of and/or methods or processes of making such [...***...],and (ii) that in the event that any such licensee or sublicensee is legallyunable to assign such rights to [...***...], directly or via [...***...], thensuch licensee or sublicensee shall either waive the enforcement of such rightsagainst [...***...] and its licensees and sublicensees, or grant [...***...], directly orvia [...***...], an Exclusive, irrevocable, perpetual, worldwide, fully paid uplicense, with right to sublicense through multiple tiers of sublicense, to suchrights.  [...***...] will notify [...***...]of each license and sublicense and the identity of the licensees andsublicensees thereof and will provide [...***...] with a copy of [...***...],which shall be [...***...], provided that [...***...] may [...***...], otherthan [...***...] for [...***...] Products, [...***...]

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[...***...].  Licenses or sublicenses by [...***...] toThird Parties shall be [...***...].

8.7.2                        **Sublicenseunder Section 7.2**.  Except asprovided below, Ajinomoto may not sublicense its rights under Section 7.2 tothird parties.  Ajinomoto may sublicenseits rights under Section 7.2 to any Affiliates, on the condition that[...***...], if any.

8.8                                 **Other Inventions**.  AnyInventions not included in Sections 8.2, 8.3, 8.4, 8.5 or 8.6 will be owned by theirinventors, including, without limitation,(i) any Invention by an Ajinomoto scientist that is not a Joint Invention or aSenomyx Improvement made [...***...] shall be owned solely by Ajinomoto; or(ii) any Invention by a Senomyx scientist that is not a Joint Invention or anAjinomoto Improvement made [...***...] shall be owned solely by Senomyx.

8.9                                 **Inventorship and Assignment**.  Subject to the provisions of this Section 8,United States federal intellectual property law will determine inventorship of andownership of patentable inventions, including, without limitation, Inventionsconceived jointly by the parties and Inventions conceived solely by one partyor the other.  Subject to the provisionsof Section 5, each of Senomyx and Ajinomoto agrees to promptly disclose tothe other party Inventions and Know-How owned or to be owned by such otherparty pursuant to the provisions of Section 8, and to execute all documentationnecessary to perfect all assignments of Inventions, including without limitation,Ajinomoto [...***...] Compounds and Modifications, and all claims within PatentRights claiming any such Inventions, and effect the agreements with respect toownership contemplated under this Section 8.

8.10                           **CREATE Act.** The parties intend for this Agreement to qualify for the benefits of theCooperative Research and Technology Enhancement (CREATE) Act (35 U.S.C. §103(c)).  Accordingly, each party agrees,without demanding any further consideration therefor, at the request of theother party, to do (and cause its employees to do) all lawful and just actsthat may be or become necessary for evidencing, maintaining, recording andperfecting the benefits of the CREATE Act.

8.11                           **Markings.**  [...***...] shall have the exclusive right todetermine, in its sole discretion, whether and how [...***...] shall mark any[...***...] Products (or theircontainers or labels) with any notice of Patent Rights.

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9.**                                       Treatmentof Confidential Information; Publicity**.

9.1                                 **Confidentiality**.  Subject to the terms and conditions of thisAgreement, each of Senomyx and Ajinomoto agrees that, during the Term and for a period of [...***...] thereafter,it will keep confidential, and will cause its Affiliates to keep confidential,all of the other party’s Confidential Information.  Neither Senomyx nor Ajinomoto nor any oftheir respective Affiliates will use the other party’s ConfidentialInformation, except as expressly permitted by this Agreement.

9.2                                 **Disclosure to Related Parties**.  Senomyx and Ajinomoto each agree that anydisclosure to any of its Affiliates,or to its or their respective directors, officers, employeescontractors, consultants, licensees, sublicensees or agents of the other party’sConfidential Information will be made only if and to the extent necessary tocarry out its responsibilities under this Agreement and to exercise the rightsgranted to it hereunder, will be limited to the extent consistent with suchresponsibilities and rights, and will be provided only to such persons or entitieswho are under an obligation of confidentiality no less stringent than as setforth in this Agreement.  Each party willuse reasonable efforts to take such action, and to cause its Affiliates to takesuch action, to preserve the confidentiality of the other party’s ConfidentialInformation, which will be the same efforts as it would customarily take topreserve the confidentiality of its own Confidential Information.

9.3                                 **Return of Confidential Material Upon Termination**.  Upon termination of this Agreement, eachparty, upon the other party’s request, will return or destroy all ConfidentialInformation, including without limitation, any Know-How licensed under thisAgreement, received from the other party, including without limitation all samples and copies and extracts of documents and all Confidential Information stored inmachine readable form, within [...***...] of the date of receipt of therequest of such other party; provided, however, that one copy ofthe Confidential Information may be retained in a secure location with limitedaccess for ensuring legal compliance with any ongoing obligation ofconfidentiality.

9.4                                 **Exceptions to Confidential Information**.  Confidential Information will not include anyinformation which the receiving party can prove by competent written evidence:

9.4.1                        is now, orhereafter becomes, through no act or failure to act on the part of thereceiving party, generally known or available;

9.4.2                        is knownby the receiving party prior to receiving such information, as evidenced by itsrecords;

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9.4.3                        ishereafter furnished to the receiving party without restriction as to disclosureor use by a third party lawfully entitled to furnish such information;

9.4.4                        isindependently developed by the employees, agents or contractors of thereceiving party without the aid, application or use of the disclosing party’sConfidential Information; or

9.4.5                        is thesubject of a written permission to disclose provided by the disclosing party.

A party may also disclose the other party’s Confidential Information where required to do so by law, legal process, securities related regulations or by stock exchange rules; provided, however, that, in such event, the party required to disclose such information must give advance written notice of such disclosure to the other party to the extent reasonably possible and must cooperate with the other party’s efforts to seek at its expense, at the request of the other party, all confidential treatment and protection for such disclosure as is permitted by applicable laws, regulations and rules; providedfurther that the relevant party may disclose the other party’s Confidential Information only to those persons to whom disclosure is so required.  Anything in this Section 9.4 to the contrary notwithstanding, the exceptions provided in Sections 9.4.2 and 9.4.4 above shall not apply to information developed by Ajinomoto, independently and/or jointly with Senomyx, that constitutes an Ajinomoto Improvement or information developed by Senomyx, independently and/or jointly with Ajinomoto, that constitutes a Senomyx Improvement.

9.5                                 **Confidential Information****Regarding this Agreement**.  The parties agree that the terms and conditions of this Agreementwill be considered Confidential Information of both parties.  Notwithstanding the foregoing, either partymay disclose such terms and conditions inlegal proceedings or as are required to be disclosed in its financialstatements, by law, legal process, securities related regulations or by stockexchange rules, or under an obligation of confidentiality to bona fidepermitted potential sublicensees.  Eitherparty will have the further right to disclose such terms and conditions regarding this Agreement under anobligation of confidentiality to any [...***...].  Senomyx agrees not to discuss [...***...].

9.6                                 **Confidential Research Information.**  Subject to the provisions of Sections 3.5 and8 regarding ownership of certain regulatory data and intellectual property, theparties agree that all results and data generated from the research anddevelopment by a party under [...***...] Program III will be owned [...***...]and considered Confidential

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Information of [...***...]subject to the confidentiality requirements of this Section 9.  Senomyx will not provide to a Third Party any[...***...] provided to it by [...***...]. Ajinomoto will not provide to a Third Party any [...***...] provided toit by Senomyx.

9.7                                 **Use of Data for Promotional Purposes.**  Either party may (i) make public statements regarding Ajinomoto[...***...] Compounds or Ajinomoto [...***...] Products by announcing theachievement of milestones, following consultation with the other party and withthe prior written consent of the other party, which consent will not beunreasonably withheld, and (ii) without the prior consent of the other party,make public statements regarding the overall general success rate(s) achievedby and/or for its customers under this Agreement; provided, however,that it may not disclose any chemical structures, screens, or the other party’sidentity.

9.8                                 **Permitted Use and Disclosures**.  Each party may use or disclose the otherparty’s Confidential Information to the extent such information is included inthe Ajinomoto Technology, Senomyx Technology or Joint Inventions, and to theextent such use or disclosure is reasonably necessary and permitted in theexercise of the rights granted hereunder, in filing or prosecuting patentapplications, prosecuting or defending litigation, complying with applicable governmental or stock exchangeregulations, or court orders or otherwise submitting information to tax orother governmental authorities, conducting taste testing, submittinginformation for regulatory applications, or making a permitted sublicense orotherwise exercising rights expressly granted to the other party pursuant tothe terms of this Agreement; provided, however, that if a partyis required to make any such disclosure of the other party’s ConfidentialInformation, other than pursuant to a confidentiality agreement, it will givereasonable advance notice of such disclosure to the other party wherereasonably possible and, save to the extent inappropriate in the case of patentapplications, will use its reasonable efforts to secure confidential treatmentof such Confidential Information in consultation with the other party prior tosuch disclosure (whether through protective orders or otherwise) and discloseonly the minimum necessary to comply with such requirements.

9.9                                 **Publication of Results**.  The parties acknowledge that scientificlead-time is a key element of the value of the research and developmentactivities under [...***...] Program III and further agree that scientificpublications must be strictly monitored to prevent any adverse effect frompremature publication of results ofthe research or development activities hereunder.  At least [...***...] days prior to submissionof any material related to the research or development activities hereunder forpublication or presentation, the submitting party shall provide to the otherparty a draft of such material for its review and comment.  The receiving party shall provide anycomments to the submitting party within [...***...] days of

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receipt of such materials.  No publication or presentation with respectto the research or development activities hereunder shall be made unless anduntil the other party’s comments on the proposed publication or presentationhave been addressed and changes have been agreed upon and any informationreasonably determined by the other party to be Confidential Information hasbeen removed.  If requested by the otherparty, the submitting party shall withhold material from submission forpublication or presentation for an additional [...***...] to allow for the filing of apatent application or the taking of such measures to establish and preserveproprietary rights in the information in the material being submitted forpublication or presentation.

9.10                           **Press Releases.**  Notwithstanding the foregoing, the partieswill agree upon a press release to announce the execution of this Agreement andits material terms, the form of which press release is attached as Appendix B tothis Agreement.  Thereafter, Ajinomotoand Senomyx may each disclose to third parties the information contained insuch press releases as described in Appendix B without the need for furtherapproval by the other party.  Additionalpress releases or other similar public communication by either party relatingto this Agreement shall be approved in advance by the other party, whichapproval shall not be unreasonably withheld or delayed, and disclosures ofinformation for which consent has previously been obtained, and information ofa similar nature to that which has been previously disclosed publicly inaccordance with this Agreement, shall not require advance approval.

10.                                 **Intellectual Property Enforcement and Defense of Claims**.

10.1                           **Notice of Infringement**. If Senomyx or Ajinomoto determines that any Ajinomoto Technology orJointly Owned Technology is being infringed by a Third Party’s activities andthat such infringement could affect the exercise by the parties of theirrespective rights and obligations under this Agreement, it shall promptlynotify the other party in writing and provide such other party with anyevidence of such infringement that is reasonably available.  Promptly after the receipt of such writtennotice, the parties shall meet and discuss in good faith how to stop suchinfringement.  The pursuing party shallconsider in good faith any comments from the other party and shall keep theother party reasonably informed of any steps taken to stop such infringement.

10.2                           **Ajinomoto Patent Rights.** With respect to Ajinomoto Patent Rights, Ajinomoto shall have the exclusiveright to take action to remove such infringement using commercially appropriatesteps, including without limitation, the filing of an infringement suit orother similar action.  Notwithstandingthe foregoing, in the event Ajinomoto (i) fails to take commerciallyappropriate steps to remove any infringement of any Ajinomoto Patent Rightscovering Ajinomoto [...***...] Compounds as a

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composition of matter and/or use and/or methods orprocesses for making within [...***...] following its receipt of written noticeof such infringement, or (ii) earlier notifies Senomyx of its intent not totake such steps, then Senomyx shall have the right to do so at its expense; provided,however, that if Ajinomoto has commenced negotiations with an allegedinfringer for discontinuance of such infringement within such [...***...]period, Ajinomotoshall have an additional [...***...] to conclude its negotiations before Senomyx may bring suit for suchinfringement or take other similar action.

10.3                           **Jointly Owned**.  Withrespect to Jointly Owned Technology, [...***...] shall have the first right totake action to remove such infringement using commercially appropriate steps,including without limitation, the filing of an infringement suit or othersimilar action.  In the event [...***...]fails to take commercially appropriate steps to remove any infringement of anysuch Jointly Owned Technology within [...***...] following notice of suchinfringement, or earlier notifies [...***...] of its intent not to take suchsteps, then [...***...] shall have the right to do so at its expense; provided,however, that if [...***...] has commenced negotiations with an allegedinfringer for discontinuance of such infringement within such ninety (90) dayperiod, [...***...] shall have an additional [...***...] to conclude itsnegotiations before [...***...] may bring suit for such infringement or takeother similar action.

10.4                           **Other Technology**. With respect to technology of a party that is not Ajinomoto Technologyor Jointly Owned Technology, the owner of such technology shall have the soleright, but not the obligation, to take action to stop such infringement.

10.5                           **Recovery**.  Any amountsrecovered by a party pursuant to Section 10.2 or 10.3 whether by settlement orjudgment, shall be used to reimburse the parties for their reasonable costs andexpenses in making such recovery (which amounts shall be allocated pro rata, inaccordance with the relative amount of expenses incurred by each party, ifinsufficient to cover the aggregate amount of such expenses), with anyremainder being retained by the party [...***...].

10.6                           **Third Party Litigation**. In the event that a Third Party institutes a patent or otherinfringement suit (including any suit alleging the invalidity orunenforceability of the Patent Rights of a party or its Affiliates) againsteither party or its respective Affiliates or permitted licensees under thisAgreement during the Term, alleging that the Exploitation of the Ajinomoto[...***...] Products or any other activities hereunder, infringes one or morePatent Rights or other intellectual property rights held by such

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Third Party (an “Infringement Suit”), the partiesshall cooperate with one another in defending such suit.  With respect to Jointly Owned Technology, theparties shall jointly direct and control any Infringement Suit with respect toAjinomoto [...***...] Products or any Jointly Owned Technology.  Each party shall have the sole right todirect and control (including the right to cease to defend, settle orcompromise) any Infringement Suit with respect to its Technology.  The parties shall [...***...] of any costsand expenses of such defense with respect to the Joint Technology.

11.                                 **Patent Prosecution and Maintenance**.  Each party, at its sole cost, will have theright to file, prosecute and maintain patents and patent applicationsassociated with Inventions owned by or assigned to such party under thisAgreement, Subject to 11.1 below.  Theparties shall cooperate on filing, prosecution and maintaining patents andpatent applications associated with Jointly Owned Technology and will[...***...].

11.1                           **[...***...]****Compounds**.  Notwithstanding Section 12 of the FirstCollaboration Agreement,

11.1.1                  **Trade Secret Protection**. [...***...]shall decide, in its sole discretion, whether to retain any [...***...] Compound [...***...] asConfidential Information of [...***...], [...***...]shall be under no obligation to file or prosecute any such Patent Rightscovering any [...***...] Compoundand [...***...] will continue to be bound by, among other obligations, itsobligations under the last sentence of Section 8.7 of the First CollaborationAgreement for so long as such [...***...] Compound remains Confidential Information of [...***...].

11.1.2                  **Drafting of Initial PatentFilings**.  If [...***...] decides to filePatent Rights covering an [...***...] Compound, [...***...] will have the right to file andprosecute Patent Rights claiming such [...***...] Compound according to theterms of this Section 11.1.  In the eventthat [...***...] decides to file any patent application claiming any[...***...] Compound, [...***...] may include in such draft patent applicationclaims to [...***...].  [...***...] willhave the primary responsibility for drafting the specifications and claims for[...***...] Compounds and [...***...]. [...***...] will have the primary responsibility for drafting thespecifications and claims for [...***...].

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11.1.3                  **Review Process for Initial Patent Filings.**  Whether or not any [...***...] are includedin a patent application provided for in Section 11.2.1, [...***...] will provide such proposed patentapplication to [...***...] for review and comment at least [...***...] beforefiling and shall allow [...***...] from the date of receipt in which to commentin order to add claims and supporting specification language covering any[...***...].  In connection with any suchpatent application, Senomyx and Ajinomoto acknowledge that [...***...] controls the drafting of claimscovering [...***...], in accordance with the definitions thereof and otherprovisions related thereto.  [...***...] will incorporate [...***...] tocomply with [...***...] to revise or add claims and specification languagecovering [...***...].  [...***...]shall comply with [...***...]to include in such patent application claims covering and/or expanding thescope of any existing claims covering [...***...].  If no answer is received from [...***...]within [...***...] of receipt of the proposed patent application, [...***...] shall be free to submit suchproposed patent application.

11.1.4                  **Prosecution. **Withrespect to patent applications filed in accordance with this Section 11.1, theparties will discuss and agree at least [...***...] before the due date ofthirty-month National Phase filings, in which countries/regions to file patentapplications claiming such compounds. Notwithstanding the foregoing, [...***...] may file in anycountry/region notwithstanding that [...***...].  [...***...] agrees to keep [...***...],including, without limitation, by [...***...] for review and comment in goodtime to enable [...***...] to meet any deadline by which an action must betaken.  [...***...] shall hold all suchinformation disclosed to it under this Section 11.1 as Confidential Informationunder Section 9.

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11.1.5                  **Abandonment.** [...***...] may, at any time after filing Patents Rights claiming any[...***...] Compounds, but before the publication thereof, withdraw suchfiling, whether or not any claims [...***...] are contained therein, without[...***...], and such [...***...] Compound shall continue to be ConfidentialInformation of [...***...]; provided, however, that [...***...]shall inform [...***...] prior to such withdrawal.  For the avoidance of doubt, in such case[...***...] may [...***...].  If[...***...] does not wish to file a National Phase application in any country,or [...***...] otherwise elects to abandon the prosecution or maintenance ofPatent Rights filed in accordance with this Section 11.1 in a particularcountry/region at any time following publication, then in each such case,[...***...] will [...***...] to meet any deadlines by which an action must betaken to establish or preserve any such Patent Rights in such country/regionand [...***...] of such Patent Rights [...***...] in such country/region.  If [...***...] elects to [...***...], then[...***...] shall notify [...***...] of such election and (i) [...***...]shall, [...***...] (x) reasonably cooperate with [...***...] in this regard,and (y) [...***...] such Patent Rights in such country/region, (ii) [...***...]shall be deemed to [...***...] with respect to claimed [...***...] Compoundsand to retain any licenses provided for in the First Collaboration Agreement toModifications claimed by such Patent Rights and (iii) [...***...] shall[...***...].

11.1.6                  **Modifications**.  ThisSection 11.1 shall not be construed as granting Ajinomoto any right, title orinterest in or to any Patent Rights owned by Senomyx including, withoutlimitation, [...***...].

11.1.7                   Documents provided by Ajinomoto to Senomyxunder this Section 11.1 shall be in English.

12.                                 **Manufacturing.**  For theavoidance of doubt, Senomyx will [...***...] for Ajinomoto [...***...]Compounds.

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13.                                 **Term, Early Conclusion and Termination**.

13.1                           **Term**. The term of this Agreement will begin on the Effective Date and willcontinue through the end of thelast-to-expire [...***...] Term, unless terminated earlier by either party or both parties in accordancewith the provisions of this Section 13(the “Term”).

13.2                           **Termination by Ajinomoto**.  During the Collaborative Period, Ajinomotowill have the right to terminate this Agreement without cause [...***...] priorwritten notice to Senomyx; provided, however, if such terminationoccurs prior to the end of the Collaborative Period, to provide for the orderlywind down of research activities under [...***...] Program III, Ajinomoto shall[...***...].  After the CollaborativePeriod, Ajinomoto will have the right to terminate this Agreement without causeupon [...***...] prior writtennotice to Senomyx.

13.3                           **Termination By Mutual Agreement**.  The parties may terminate this Agreement atany time, in whole or in part, by mutual written agreement executed by both parties.

13.4                           **Termination for Breach**. Either party hasthe right to terminate this Agreement at any time in the event of a material breach of this Agreement by the otherparty (including without limitation a material breach of one or morerepresentations and warranties), provided that the breaching party has notcured such breach within [...***...] after written notice thereof by thenon-breaching party.  The terminating party, upon termination ofthis Agreement, may [...***...].

13.5                           **Termination Upon Insolvency.**  Either party may terminate this Agreement if,at any time, the other party shall file in any court or agency pursuant to anystatute or regulation of any state, country or jurisdiction, a petition inbankruptcy or insolvency or for reorganization or for an arrangement or for theappointment of a receiver or trustee of that party or of its assets, or if suchother party proposes a written agreement of composition or extension of itsdebts, or if such other party shall be served with an involuntary petitionagainst it, filed in any insolvency proceeding, and such petition shall not bedismissed within [...***...] after the filing thereof, or if such other partyshall propose or be a party to any dissolution or liquidation, or if such otherparty shall make an assignment for the benefit of its creditors.

13.6                           **Limitation of Liability**. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHERPARTY WILL SEEK OR BE RESPONSIBLE FOR [...***...]

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[...***...] IN EXCESS OF [...***...] IN THE AGGREGATEUNDER ANY THEORY OF LIABILITY, INCLUDING TORT, CONTRACT,NEGLIGENCE OR OTHERWISE UNDER THIS AGREEMENT AND NEITHER PARTY WILL SEEK OR BERESPONSIBLE FOR [...***...] (INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMSARISING PURSUANT TO THIS SECTION 13 OR SECTION 15).

14.                                 **Effect of****Expirationor Termination**.

14.1                           **Termination of Licensed Rights.** Upon termination of this Agreement pursuant to Section 13, any licenses grantedby Ajinomoto pursuant to Section 7 shall immediately terminate and all rights,title and interest in and to any Ajinomoto Technology granted thereunder willrevert to and become the sole property of Ajinomoto.  Subject to the provisions of Section 14.2, upon termination of this Agreement pursuant to Section 13, any licenses grantedby Senomyx pursuant to Section 7 shall immediately terminate and all rights,title and interest in and to any Senomyx Technology granted thereunder willrevert to and become the sole property of Senomyx.

14.2                           **Accrued Rights.**  Upon expiration of the last to expire[...***...] Term, provided that Ajinomoto has fully paid any and all[...***...] owed pursuant to Section 6 throughout any and all [...***...]Term(s), [...***...] under [...***...]. Termination or expiration of this Agreement for any reason shall bewithout prejudice to any rights that shall have accrued to the benefit of aparty prior to such termination or expiration. Such termination or expirationshall not relieve a party from obligations that are expressly indicated tosurvive the termination or expiration of this Agreement.  Anything in this Agreement to the contrarynotwithstanding, in the event of termination of this Agreement by Ajinomotopursuant to Sections 13.4 or 13.5, Ajinomoto shall be [...***...] after theeffective date of the termination (“Termination Date”), (ii) [...***...]pursuant to Section 13.2, and (iii) if the Termination Date falls on a dateprior to the end of a Minimum Annual Royalty Year, [...***...] applicable tosuch Minimum Annual Royalty Year.

14.3                           **Survival**. The obligations and rights of the parties under Sections 3.2.2, 3.2.3 (exceptfor the first sentence), 3.3, 3.4, 6.2 through 6.9, 8, 9, 10.2 through10.6, 11, 12, 13, 14, 15, 16, and Appendix A, will survive termination orexpiration of this Agreement; provided, however, thatnotwithstanding the foregoing, (i) in no event shall Sections 3.3 and 3.4.3survive after [...***...] for any Ajinomoto

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[...***...] Compound; and (ii) in no event shallSection 10.2 (except for the first sentence) survive [...***...] for anyAjinomoto [...***...] Compound covered by any such Ajinomoto Patent Rights.

15.                                 **Warranties and Indemnification**.

15.1                           **Mutual Representations and Warranties.**Theparties make the following representations and warranties to each other:

15.1.1                  **Corporate Power.**Each party herebyrepresents and warrants that as of the Effective Date such party (i) is dulyorganized and validly existing under the laws of the jurisdiction of itsincorporation and has full corporate power and authority to enter into thisAgreement and to carry out the provisions of this Agreement; (ii) has therequisite power and authority and the legal right to own and operate itsproperty and assets, to lease the property and assets it operates under lease,and to carry on its business as it is now being conducted; and (iii) is incompliance with all requirements of applicable law, except to the extent thatany noncompliance would not have a material adverse effect on its ability to performits obligations under this Agreement.

15.1.2                  **Due Authorization.**Each party herebyrepresents and warrants that as of the Effective Date such party (i) has therequisite power and authority and the legal right to enter into this Agreementand to perform its obligations hereunder; and (ii) has taken all necessaryaction on its part to authorize the execution and delivery of this Agreementand to authorize the performance of its obligations hereunder and the grant ofrights extended by it hereunder.

15.1.3                  **Binding Agreement.**Each party herebyrepresents and warrants to the other that as of the Effective Date (i) thisAgreement has been duly executed and delivered on its behalf and is a legal andvalid obligation binding upon it and is enforceable in accordance with itsterms; (ii) the execution, delivery and performance of this Agreement by suchparty does not conflict with any requirement of applicable law or regulation or stock exchange rule orany provision of the articles of incorporation, bylaws or any similarinstrument of such party, as applicable, in any material way, (iii) theexecution, delivery and performance of this Agreement by such party does notconflict with any agreement, instrument or understanding, oral or written, towhich it is a party or by which it may be bound, nor violate any law orregulation, or order of any court,governmental body or administrative or other agency having jurisdiction orauthority over it; and (iv) all necessary consents, approvals andauthorizations of all governmental authorities and

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other persons required to be obtained by it inconnection with this Agreement have been obtained.

15.1.4                  **Litigation.** Neither party is aware of any pending or threatened litigation (and hasnot received any communication) that alleges that such party’s activitiesrelated to this Agreement has violated, or that by conducting the activities ascontemplated herein such party would violate, any of the intellectual propertyrights of any other party.

15.1.5                  **Debarment.** Neither party nor any of its Affiliates has been debarred or is subjectto debarment and neither such party nor any of its Affiliates will use in anycapacity, in connection with the activities to be performed under thisAgreement, any party who has been debarred pursuant to Section 306 of theFederal Food, Drug, and Cosmetic Act, as amended, or the Japanese equivalent,or who is the subject of a conviction described in such section.  Each party will inform the other party inwriting immediately if it or any party who is performing services hereunder isdebarred or is the subject of a conviction described in Section 306 or itsJapanese equivalent, or if any action, suit, claim, investigation or legal oradministrative proceeding is pending or, to such party’s knowledge, isthreatened, relating to the debarment or conviction of such party or any partyperforming activities hereunder.

15.2                           **Representations, Warranties andCovenants Regarding Senomyx Technology.**Senomyx represents, warrants and covenants as follows:  (i) as of the Effective Date, Senomyx iseither the legal or beneficial owner or Controls the Senomyx Technology; (ii)as of the Effective Date, to the best of Senomyx’s knowledge, there is no ThirdParty claim, lawsuit or threat of a lawsuit relating to the Senomyx Technologyand Senomyx is not aware of any threats or warnings of such a Third Party suit;and (iii) Senomyx has not, as of the Effective Date, and except as otherwisepermitted under this Agreement, will not for the duration of the Term, enterinto any research program or grant any rights in Senomyx Technology to anyThird Party that would conflict with the exercise of the rights granted toAjinomoto under this Agreement.

15.3                           **Representations, Warranties andCovenants Regarding Ajinomoto Technology**.  Ajinomoto represents, warrants andcovenants as follows:  (i) as of theEffective Date, Ajinomoto is either the legal or beneficial owner or Controlsand has the lawful right to license the Ajinomoto Technology to Senomyx in accordancewith Section 7; (ii) as of the Effective Date, to the best of Ajinomoto’sknowledge, there is no Third Party claim, lawsuit or threat of a lawsuitrelating to the Ajinomoto Technology and Ajinomoto is not aware of any threatsor warnings of such a Third Party suit; (iii) Ajinomoto has not, as of theEffective Date, and

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except as otherwise permittedunder this Agreement, will not for the duration of the Term, enter into anyresearch program or grant any rights in Ajinomoto Technology to any Third Partythat would conflict with the exercise of the rights granted to Senomyx underthis Agreement; and (iv) as of the Effective Date, no intellectual propertyrights of any Third Party are included in the Ajinomoto Technology beinglicensed to Senomyx under Section 7.

15.4                           **Warranty Disclaimer.**

15.4.1                  EXCEPTAS EXPRESSLY SET FORTH IN THIS AGREEMENT, (1) SENOMYX (INCLUDING ITS OFFICERS, EMPLOYEES AND AGENTS) EXPRESSLYDISCLAIMS ANY REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED,RELATING TO SENOMYX TECHNOLOGY; AND (2) SENOMYX FURTHER DISCLAIMS ANY EXPRESSOR IMPLIED WARRANTY (i) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEOF SENOMYX TECHNOLOGY OR SENOMYX PATENT RIGHTS; (ii) THAT THE PRACTICE OF SENOMYXTECHNOLOGY WILL NOT INFRINGE A PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHT OF ATHIRD PARTY; AND (iii) REGARDING THE PATENTABILITY OF ANY SENOMYX TECHNOLOGY,INCLUDING, WITHOUT LIMITATION, SENOMYX TECHNOLOGY CLAIMED IN PATENTAPPLICATIONS AS PART OF SENOMYX PATENT RIGHTS.

15.4.2                  EXCEPTAS EXPRESSLY SET FORTH IN THIS AGREEMENT, (1) AJINOMOTO (INCLUDING ITS OFFICERS, EMPLOYEES AND AGENTS) EXPRESSLYDISCLAIMS ANY REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED,RELATING TO AJINOMOTO TECHNOLOGY; AND (2) AJINOMOTO FURTHER DISCLAIMS ANYEXPRESS OR IMPLIED WARRANTY (i) OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE OF AJINOMOTO TECHNOLOGY OR AJINOMOTO PATENT RIGHTS; (ii) THAT THEPRACTICE OF AJINOMOTO TECHNOLOGY WILL NOT INFRINGE A PATENT, COPYRIGHT,TRADEMARK OR OTHER RIGHT OF A THIRD PARTY; AND (iii) REGARDING THEPATENTABILITY OF ANY AJINOMOTO TECHNOLOGY, INCLUDING, WITHOUT LIMITATION,AJINOMOTO TECHNOLOGY CLAIMED IN PATENT APPLICATIONS AS PART OF AJINOMOTO PATENTRIGHTS.

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15.5                           **Indemnification of Ajinomoto. **Senomyxshall indemnify Ajinomoto, its Affiliates and their respective directors,officers, employees and agents (collectively, “Ajinomoto Indemnitees”), anddefend and save each of them harmless, from and against any and all losses,damages, liabilities, costs and expenses (including without limitation,reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connectionwith any and all Third Party suits, investigations, claims or demands (collectively,“Third Party Claims”) arising from or occurring as a result of (a) anymaterial breach by Senomyx of this Agreement; (b) any representation orwarranties made by Senomyx herein having been incorrect or misleading in anymaterial respect; (c) any gross negligence or willful misconduct on thepart of Senomyx or its Affiliates in performing any activity contemplated bythis Agreement (for the avoidance of doubt, failure by Senomyx to disclose toAjinomoto a [...***...]; (d) a material violation of any contractual orfiduciary duty owed by any Senomyx Indemnitee (as defined in Section 15.6) to a Third Party; (e) any allegedor actual misappropriation or infringement of any Third Party’s intellectualproperty rights by a Senomyx Indemnitee; or (f) any alleged or actualmisappropriation or infringement of any Third Party’s intellectual propertyrights arising out of any use of the Senomyx Technology (except for JointlyOwned Technology).  Notwithstanding theforegoing, Senomyx shall have no obligation to indemnify an AjinomotoIndemnitee to the extent, and only to the extent, that Ajinomoto has anobligation to indemnify any Senomyx Indemnitee pursuant to Section 15.6 for anysuch Losses.

15.6                           **Indemnification of Senomyx. **Ajinomoto shall indemnify Senomyx,its Affiliates and their respective directors, officers, employees and agents(collectively “Senomyx Indemnitees”), and defend and save each of themharmless, from and against any and all Losses in connection with any and allThird Party Claims arising from or occurring as a result of (a) anymaterial breach by Ajinomoto of this Agreement; (b) any representation orwarranties made by Ajinomoto herein having been incorrect or misleading in anymaterial respect; (c) any gross negligence or willful misconduct on thepart of Ajinomoto or its Affiliates in performing any activity contemplated bythis Agreement (for the avoidance of doubt, failure by Ajinomoto to disclose toSenomyx a [...***...];(d) any development,manufacturing, formulation, handling, storage, shipment, sale or otherdisposition of an Ajinomoto [...***...] Compound by or through Ajinomotoor its Affiliates or its

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permitted licensees; (e) a product liability claim onany [...***...] Product; (f)a material violation of any contractualor fiduciary duty owed by any Ajinomoto Indemnitee to a Third Party; (g) anyalleged or actual misappropriation orinfringement of any Third Party’s intellectual property rights by an AjinomotoIndemnitee; or (h) any alleged oractual misappropriation or infringement of any Third Party intellectualproperty rights arising out of any use of the Ajinomoto Technology (except forJointly Owned Technology). Notwithstanding the foregoing, Ajinomoto shall have no obligation toindemnify a Senomyx Indemnitee, exceptto the extent, and only to the extent, Senomyx has an obligation to indemnifyany Ajinomoto Indemnitee pursuant to Section 15.5 for any such Losses.

15.7                           **Notice of Claim.**  The indemnified party shall give theindemnifying party prompt written notice (an “Indemnification Claim Notice”) ofany Losses or discovery of fact upon which such indemnified party intends tobase a request for indemnification under Section 15.5 or Section 15.6, but inno event shall the indemnifying party be liable for any Losses that result fromany delay in providing such notice.  EachIndemnification Claim Notice must contain a description of the claim and thenature and amount of such Loss (to the extent that the nature and amount ofsuch Loss are known at such time).  Theindemnified party shall furnish promptly to the indemnifying party copies ofall papers and official documents received in respect of any Losses.  All indemnification claims in respect of aparty, its Affiliates or their respective directors, officers, employees andagents (collectively, the “Indemnitees” and each an “Indemnitee”) shall be madesolely by such party to this Agreement (the “Indemnified Party”).

15.8                           **Control of Defense.**  At its option, the indemnifying party mayassume the defense of any Third Party Claim by giving written notice to theIndemnified Party within [...***...] after the indemnifying party’s receipt ofan Indemnification Claim Notice.  Theassumption of the defense of a Third Party Claim by the indemnifying partyshall not be construed as an acknowledgment that the indemnifying party isliable to indemnify any Indemnitee in respect of the Third Party Claim, norshall it constitute a waiver by the indemnifying party of any defenses it mayassert against any Indemnitee’s claim for indemnification.  Upon assuming the defense of a Third PartyClaim, the indemnifying party may appoint as lead counsel in the defense of theThird Party Claim any legal counsel selected by the indemnifying party.  In the event the indemnifying party assumesthe defense of a Third Party Claim, the Indemnified Party shall immediatelydeliver to the indemnifying party all original notices and documents (includingwithout limitation, court papers) received by any Indemnitee in connection withthe Third Party Claim.  Should theindemnifying party assume the defense of a Third Party Claim, the indemnifyingparty shall not be liable to the Indemnified Party or any other Indemnitee forany legal expenses subsequently incurred by such

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Indemnified Party orother Indemnitee in connection with the analysis, defense or settlement of theThird Party Claim.  In the event that itis ultimately determined that the indemnifying party is not obligated to indemnify,defend or hold harmless an Indemnitee from and against the Third Party Claim,the Indemnified Party shall reimburse the indemnifying party for any and allcosts and expenses (including without limitation, attorneys’ fees and costs ofsuit) and any Losses incurred by the indemnifying party in its defense of theThird Party Claim with respect to such Indemnitee.

15.9                           **Right to Participate in Defense.**  Without limiting the provisions of Section15.8, any Indemnitee shall be entitled to participate in, but not control, thedefense of such Third Party Claim and to engage counsel of its choice for suchpurpose; provided, however, that such engagement shall be at theIndemnitee’s own expense unless (a) the engagement thereof has beenspecifically authorized by the indemnifying party in writing, (b) theindemnifying party has failed to assume the defense and engage counsel inaccordance with Section 15.8 (in which case the Indemnified Party shall controlthe defense), or (c) in the Indemnitee’s reasonable judgment, a materialconflict of interest between the Indemnitee and the indemnifying party existsin respect of such Third Party Claim, provided that, in any event, the otherprovisions of this Section 15.9 shall continue to apply to such Third PartyClaim.

15.10                     **Settlement.** With respect to any Losses relating solely to the payment of moneydamages in connection with a Third Party Claim and that will not result in theIndemnitee’s becoming subject to injunctive or other relief or otherwiseadversely affect the business of the Indemnitee in any manner, and as to whichthe indemnifying party shall have acknowledged in writing the obligation toindemnify the Indemnitee hereunder, the indemnifying party shall have the soleright to consent to the entry of any judgment, enter into any settlement orotherwise dispose of such Loss, on such terms as the indemnifying party, in itssole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, wherethe indemnifying party has assumed the defense of the Third Party Claim inaccordance with Section 15.8, the indemnifying party shall have authority toconsent to the entry of any judgment, enter into any settlement or otherwisedispose of such Loss provided it obtains the prior written consent of theIndemnified Party (which consent shall not be unreasonably withheld ordelayed).  The indemnifying party shallnot be liable for any settlement or other disposition of a Loss by anIndemnitee that is reached without the written consent of the indemnifyingparty.  Regardless of whether theindemnifying party chooses to defend or prosecute any Third Party Claim, noIndemnitee shall admit any liability with respect to, or settle, compromise ordischarge, any Third Party Claim without the prior written consent of theindemnifying party, except in the

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event the IndemnifiedParty has assumed control of the defense of such Third Party Claim pursuant toSection 15.9(b).

15.11                     **Cooperation.**  Regardless of whether the indemnifying partychooses to defend or prosecute any Third Party Claim, the Indemnified Partyshall, and shall cause each other Indemnitee to, cooperate in the defense orprosecution thereof and shall furnish such records, information and testimony,provide such witnesses and attend such conferences, discovery proceedings,hearings, trials and appeals as may be reasonably requested in connectiontherewith.  Such cooperation shallinclude access during normal business hours afforded to the indemnifying partyto, and reasonable retention by the Indemnified Party of, records andinformation that are reasonably relevant to such Third Party Claim, and makingIndemnitees and other employees and agents available on a mutually convenientbasis to provide additional information and explanation of any materialprovided hereunder, and the indemnifying party shall reimburse the IndemnifiedParty for all its reasonable out-of-pocket expenses in connection therewith.

15.12                     **Expenses.** Except as provided above, the reasonable and verifiable costs andexpenses, including without limitation, fees and disbursements of counsel,incurred by the Indemnified Party in connection with any claim shall bereimbursed on a calendar quarter basis by the indemnifying party, withoutprejudice to the indemnifying party’s right to contest the Indemnified Party’sright to indemnification and subject to refund in the event the indemnifyingparty is ultimately held not to be obligated to indemnify the IndemnifiedParty.

16.                                 **Miscellaneous**.

16.1                           **Force Majeure**.  Neither party shall be held liable orresponsible to the other party or be deemed to have defaulted under or breachedthis Agreement for failure or delay in fulfilling or performing any term ofthis Agreement when such failure or delay is caused by or results from eventsbeyond the reasonable control of the non-performing party, including withoutlimitation, fires, floods, earthquakes, hurricanes, typhoons, landslides,embargoes, shortages, epidemics, quarantines, war, acts of war (whether war bedeclared or not) or terrorism, insurrections, riots, civil commotion, strikes,lockouts or other labor disturbances, acts of God or acts, omissions or delaysin acting by any governmental authority. The non-performing party shall notify the other party of such forcemajeure within [...***...] after such occurrence by giving written notice tothe other party stating the nature of the event, its anticipated duration, andany action being taken to avoid or minimize its effect.  The suspension of performance shall be of nogreater scope and no longer duration than is necessary and the non-performingparty shall use commercially reasonable efforts to remedy its inability toperform; provided, however, that in the

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event the suspension of performance continues for[...***...] after the date of the occurrence, the parties shall meet to discussin good faith how to proceed in order to accomplish the purposes of this Agreement.

16.2                           **Governing Law and Jurisdiction**.  This Agreement will be governed by the lawsof [...***...], as such laws are applied to contracts entered into and to beperformed entirely within such state.

16.3                           **Binding Effect**.  This Agreement will be binding upon and inureto the benefit of the successors and permitted assigns of the parties.  Any assignment not in accordance with thisAgreement will be void.

16.4                           **Dispute Resolution.**

16.4.1                  **Negotiation**.  The parties recognize that disputes orcontroversies as to certain matters may from time to time arise during theTerm, which relate to either party’s rights and/or obligations hereunder (“Disputes”).  It is the objective of the parties toestablish procedures to facilitate the resolution of Disputes arising underthis Agreement in an expedient manner by mutual cooperation andnegotiation.  The parties agree thatprior to any arbitration concerning this Agreement, Senomyx’s duly authorizedrepresentative and Ajinomoto’s duly authorized representative will meet inperson or by video-conferencing in a good faith effort to resolve any disputesconcerning this Agreement.  Within[...***...] of a formal request by either party to the other party, eitherparty may, by written notice to the other party, have such dispute referred totheir respective officers designated or their successors, for attemptedresolution by good faith negotiations, such good faith negotiations to beginwithin [...***...] after such notice is received.

16.4.2                  **Arbitration.**  Any Dispute arising out of or relating to anyprovision of or in connection with this Agreement or the interpretation,enforceability, performance, breach, termination or validity hereof, including,without limitation, this arbitration clause, shall be solely and finallysettled by binding arbitration pursuant to [...***...].  Any such arbitration shall be held in[...***...].  There shall be [...***...]and [...***...]

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[...***...].  Insuch latter case, each party shall name [...***...].  Within [...***...] following appointment ofthe arbitrator or arbitrators, if there are to be [...***...], thearbitrator(s) will hold a conference with the parties to the arbitration toestablish a schedule pursuant to which an award will be rendered within[...***...] of such conference.   Eachparty hereto shall bear its own costs and expenses, but the compensation andcosts and expenses of the arbitrators shall be borne equally between theparties participating in the arbitration. The English language shall be used in any and all arbitral proceedingsand all documents, exhibits and other evidence shall be translated into theEnglish language.  Judgment upon anyaward rendered by the arbitrator(s), including without limitation, an award for specific performance orequitable relief as provided below, may be entered in any court havingjurisdiction or application may be made to such court for confirmation of suchaward or a judicial acceptance of such award, and for an order of enforcement,or other legal remedy, as the case may be. The parties hereby waive all jurisdictional defenses in connection withany arbitration hereunder or the enforcement of an order or award renderedpursuant thereto (assuming that the terms and conditions of this arbitrationclause have been complied with) and defenses based on the general invalidity ofthe underlying agreement or this arbitration clause.  Notwithstanding the foregoing, in no eventwill a demand for arbitration be made, or effective if made, following the time when the institutionof a legal or equitable proceeding based on such claim, dispute or other matterin question would be barred by the applicable statute of limitations.

16.4.3                  **Specific Performance**.  Each party hereby acknowledges that theremedies at law of the other Party for a breach or threatened breach of thisAgreement may be inadequate and, in recognition of this fact, any party, uponposting any bond as determined by the arbitral tribunal, and in addition to allother remedies that may be available, shall be entitled to seek, from thearbitral tribunal, equitable relief in the form of specific performance,injunctions or any other equitable remedy deemed appropriate to such arbitraltribunal.

16.4.4                  **Interlocutory Relief**.  Notwithstanding anything to the contrary inthis Section 16.4, either party may seek immediate injunctive or other interimrelief from any court of competent jurisdiction with respect to any breach ofSections 8 or 9 hereof, or otherwise to enforce and protect the Patent Rights,copyrights, trademarks, or

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other intellectual property rights Controlled by suchparty. In addition, arbitration will not be used to resolve disputes concerningPatent Rights Controlled by either party. Disputes concerning Patent Rights, including, without limitation,Disputes concerning patent ownership, claim language, claim scope and issues ofvalidity will be settled in a court of law. Any arbitration ruling that relies on an interpretation of Patent Rightswill have no binding effect in a court of law on any Patent Rights related tothis Agreement, unless such Patent Rights have been adjudicated in a court oflaw.

16.4.5                  **Cumulative Remedies**. Subject to Section 13.6, all remedies available to either party forbreach of this Agreement are cumulative and may be exercised concurrently orseparately, and the exercise of any one remedy will not be deemed an electionof such remedy to the exclusion of any other remedy.

16.5                           **Severability**.  If any term, covenant or condition of thisAgreement or the application thereof to any party or circumstance is, to anyextent, held to be invalid or unenforceable, then the remainder of thisAgreement, or the application of such term, covenant or condition to parties orcircumstances other than those as to which it is held invalid or unenforceable,will not be affected thereby and each term, covenant or condition of thisAgreement will be valid and enforced to the fullest extent permitted by law;the parties covenant and agree to renegotiate any such term, covenant orcondition or the application thereof in good faith in order to provide areasonably acceptable alternative to the term, covenant or condition of thisAgreement or the application thereof that is held invalid or unenforceable, it being the intent of the partiesthat the basic purposes of this Agreement are to be effectuated.

16.6                           **Independent Contractors**.  It is expressly agreed that Ajinomoto andSenomyx will be independent contractors and that the relationship between theparties will not constitute a partnership or agency of any kind.  Neither Ajinomoto nor Senomyx will have theauthority to make any statements, representations or commitments of any kind,or to take any action, which will be binding on the other party, without theprior written authorization of the other party to do so.

16.7                           **Entire Agreement; Amendment**.  This Agreement sets forth all of thecovenants, promises, agreements, warranties, representations, conditions andunderstandings between the parties with respect to [...***...] Program III, andsupersedes and terminates all prior agreements and understandings between theparties, with respect to the subject matter of this Agreement, includingwithout limitation, that certain Evaluation Agreement, dated March 23, 2006,between the parties hereto, which is hereby terminated and of no further forceor effect.  There are no covenants,promises,

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agreements, warranties,representations, conditions or understandings, either oral or written, betweenthe parties other than as set forth in this Agreement.  No subsequent alteration, amendment, changeor addition to this Agreement will be binding upon the parties unless reducedto writing and signed by the respective authorized officers of the parties.  This Agreement will not be strictly construedagainst either party.  Any conflictbetween the terms set forth in the text of this Agreement and the terms of anyAppendix hereto will be resolved in favor of the text of this Agreement.

16.8                           **Waiver**. Any waiver of any rights under this Agreement shall only be effective ifin writing and signed by the party waiving such right.  The waiver by either party of any rights willnot operate or be construed as a waiver of the subsequent exercise of the same right or remedy or any of the otherrights of such party or of any remedies provided in this Agreement and nofailure of or delay in exercisingany rights or remedy shall operate as a waiver of such right or remedy.

16.9                           **Construction**.  The term “Article” or “Section” can refer toany single paragraph level found in this Agreement or any collection ofmultiple paragraphs thereunder.

16.10                     **No Third Party Beneficiaries**.  No Third Party, including without limitation,any employee of any party to this Agreement (except as specifically provided inthis Agreement), will have or acquire any rights by reason of thisAgreement.  Nothing contained in thisAgreement will be deemed to make the parties partners of each other or anyThird Party.

16.11                     **Notices**. Any request, notices or communications provided for in this Agreement tobe made by either party to the other party must be in writing, in English, andwill be made by prepaid air mail or overnight courier with return receiptaddressed to the other party at its address set forth below.  Any such notice or communication may also begiven by hand, or facsimile to the appropriate designation.  Notices will be sent:

| If to Senomyx, to: | Senomyx, Inc.                                             |
|--------------------|-----------------------------------------------------------|
|               | 11099 North  Torrey Pines Road                            |
|               | La Jolla, CA  92037                                       |
|               | U.S.A.                                                    |
|               | Facsimile  number: (858) 404-0750                         |
|               | Attention:  General Counsel with a copy  to the President |

 

| If to Ajinomoto, to: | Ajinomoto Co., Inc.       |
|----------------------|---------------------------|
|                 | 15-1, Kyobashi  1-chome,  |
|                 | Chuo-ku, Tokyo  104-8315, |
|                 | Japan                     |

 

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|   | Facsimile number: [...***...] |
|--------|-------------------------------|
|   | Attention: [...***...]        |
|   |                          |
|   | With a copy to: [...***...]   |

 

By like notice, either party may specify or change an address to which notices and communications must be thereafter sent.  Notices sent by mail, facsimile or overnight carrier will be effective upon receipt and notices given by hand will be effective when delivered.

16.12                     **Assignment**. Notwithstanding any provision of this Agreement to the contrary, neitherparty may assign any of its rights or obligations under this Agreement in anycountry to any third party without the prior written consent of thenon-assigning party, which consent will not be unreasonably withheld; provided,however, that either party may assign its rights and obligations underthis Agreement without the consent of the other party [...***...] to anyAffiliate.  [...***...]  Notwithstanding the foregoing, any suchassignment to an Affiliate will not relieve the assigning party of itsresponsibilities for performance of its obligations under this Agreement.  ThisAgreement will survive any merger or consolidation of either party with or intoanother party and, [...***...].  Any assignment in contravention of theprovisions of this Section 16.12 shall be null and void *ab initio*.

16.13                     **Headings. **Theheadings and captions in this Agreement are for convenience of reference onlyand in no way define, describe, extend or limit the scope or intent of thisAgreement or the intent of any provision contained in this Agreement.

16.14                     **Counterparts**. This Agreement may beexecuted in two counterparts, each of which will be deemed an original, but allof which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties, through their authorized officers, have executed this Agreement as of the Effective Date.
| **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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**APPENDIX A - DEFINITIONS**

“Affiliate” means any corporation, company,partnership, joint venture, association or other entity, which directly orindirectly controls, is controlled by or is under common control with aparty.  As used in this definition, the term“control” means direct or indirect beneficial ownership of at least [...***...](or such lesser percentage which is the maximum allowed to be owned by aforeign corporation in a particular jurisdiction) of the outstanding securitieshaving voting rights for the election of directors in a corporation or of thecomparable equity interest in any other type of entity.

“Agreement” means this agreement, together with allappendices attached to it, as it may be amended or supplemented from time totime hereafter by a written agreement executed by authorized representatives ofboth parties.

“Ajinomoto Know-How” means, to the extent useful for purposes of the activities to be conducted under this Agreement, Know-How Controlled by Ajinomoto as of the Effective Date [...***...] and Know-How under Jointly Owned Technology.

“Ajinomoto Patent Rights” means, to the extent useful for purposes of the activities to be conducted under this Agreement, Patent Rights Controlled by Ajinomoto as of the Effective Date [...***...] and Patent Rights under Jointly Owned Technology, including, without limitation, any Patent Rights containing one or more claims to an Invention made solely by employees or agents of Ajinomoto.

“Ajinomoto Technology” means Ajinomoto Patent Rights and Ajinomoto Know-How.

“Ajinomoto [...***...] Compound(s)” means any [...***...] Compound(s) [...***...] under [...***...] Program III that is [...***...].

“[...***...] Materials” means [...***...] which [...***...] Compounds in connection with [...***...] Program III.

“Ajinomoto [...***...] Product” means [...***...]

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“Collaborative Period” means the periodbeginning on the Effective Date and ending [...***...] thereafter.

“[...***...] Term” means the lesser of (i) [...***...] from [...***...] on a country-by-country basis or (ii) [...***...] from [...***...].

“Confidential Information” of a party means allInventions, Know-How or other information, including, without limitation, information andmaterial (whether or not patentable) regarding technology, products, research,development, manufacturing, marketing, finances, personnel or other businessinformation or objectives which is designated as “Confidential” or “Proprietary”in writing by the disclosing party, whether by letter or by the use of anappropriate stamp or legend, prior to or at the time any such Inventions,Know-How or other information is disclosed by the disclosing party to the otherparty.  Notwithstanding the foregoing tothe contrary, Inventions, Know-How or other information which is orally,electronically or visually disclosed by a party will constitute ConfidentialInformation of a party if the disclosing party, within [...***...] after suchdisclosure, delivers to the other party a human or machine readable writtendocument or documents describing the Inventions, Know-How or other informationand referencing the place and date of such oral, visual, electronic or writtendisclosure and the names of the persons to whom such disclosure was made andidentifies such Inventions, Know-How or other information as “Confidential” or “Proprietary”.  [...***...].

“Control” or “Controlled” means, with respect to intellectual property, possession by a party, as of the Effective Date or during the Term, of the ability to grant a license or sublicense in accordance with the terms of this Agreement, without violating the terms of any agreement by such party with any Third Party.

“Exclusive” means exclusive even as to the party granting the license; provided,however, that [...***...].

“Exploit” or “Exploitation” means to make, have made, import, use,sell, offer for sale, or otherwise dispose of, including without limitation,all discovery, research, development, registration, modification, enhancement,improvement, manufacture, storage, formulation, exportation, transportation,distribution, promotion and marketing activities related thereto.

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“Field” means [...***...].

“First Collaboration Agreement Territory” means the territory definedas “Territory” in the First Collaboration Agreement.

“FTE” means the annual full time equivalent of one (1) Senomyxscientist.

“[...***...]” means[...***...].

“Important Country” means [...***...].

“Invention(s)” means any invention, including, without limitation, any new and useful process, method, or composition of matter, or improvement, whether or not patentable.

“Jointly Owned Technology” means Know-How and/or Patent Rights with respect to Joint Inventions that are jointly owned by Ajinomoto and Senomyx.  [...***...]

“Know-How” means information and data, whether or not patentable, which is not generally known to the public, including, without limitation, designs, concepts, formulae, software, techniques, practices, processes, methods, knowledge, skill, experience, expertise, technical information, and data, including pharmacological, toxicological and clinical test data, analytical and quality control data, patent and legal data or marketing, sales and manufacturing data.

“Known” means (i) known to Ajinomoto [...***...] on or prior to the Effective Date, which may be [...***...] by Senomyx under this Agreement, (ii) known to Senomyx [...***...], as disclosed on [...***...], which list may be updated from time to time [...***...], or (iii) generally available or known to the public as an Ajinomoto [...***...] Compound; provided, however, that notwithstanding (ii) above, no compounds [...***...] with respect to an [...***...] Compound shall be Known with respect to such [...***...] Compound.  The parties shall [...***...] and, within [...***...] of the Effective Date, shall agree upon [...***...].

“Modification” means modifications, derivatives, analogues, homologues or isomers of any Ajinomoto [...***...] Compounds such that the modification, derivative, analogue, homologue or isomer does not meet the definition of an [...***...].

“[...***...] Materials” means [...***...] materials, whether [...***...] or otherwise, [...***...]

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[...***...] thereof and materials [...***...].

“Net Sales” means, with respect to [...***...], the gross amount invoiced by Ajinomoto and its Affiliates and/or permitted licensees and/or permitted sublicensees on any [...***...] of the [...***...], less the following items:

i)                 [...***...];

ii)              [...***...];

iii)           [...***...]; and

iv)          [...***...]  that is borne [...***...].

Net Sales will be determined from the books and records of Ajinomoto, its Affiliates and/or its permitted licensees, maintained in accordance with the generally accepted accounting principles consistently applied of the country where [...***...].  Notwithstanding anything herein to the contrary, Net Sales involving [...***...] by Ajinomoto or an Affiliate of Ajinomoto shall [...***...].

“Patent Rights” means all rights associated with all U.S. or foreign (including regional authorities such as the European Patent Office) utility or provisional patents or patent applications, including any improvements, continuations, continuations-in-part, or divisionals or any substitute or equivalent applications, and any patent issuing thereon, including any reissue, reexamination or extension thereof.

“Regulatory Approval” means any regulatory approvals, licenses, permits or consents issued by any governmental authority, authorizing the use of the Ajinomoto [...***...] Compounds in food products for human consumption.

“Regulatory Approval Date” means the date that a Regulatory Approval is granted that will allow an Ajinomoto [...***...] Compound to be manufactured, used and/or sold in a particular country.

“Research Plan” means the detailed scientific research plan that defines the key activities, responsibilities of the parties, research milestones and timeline for [...***...] Program III to

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be conducted under this Agreement.  The Research Plan is incorporated by reference into this Agreement and will be maintained in the records of the Steering Committee.

“Selected Ajinomoto [...***...] Compound(s)” means the Ajinomoto [...***...] Compound(s) selected by Ajinomoto for development.

“Selection Date” means [...***...] immediately following the [...***...].

“Senomyx Know-How” means any Know-How, including Know-How under Jointly Owned Technology, which is not covered by the Senomyx Patent Rights, but which is necessary or useful for purposes of the activities to be conducted under this Agreement, and which is Controlled by Senomyx or its Affiliates as of the Effective Date [...***...].

“Senomyx Patent Rights” means any Patent Rights, including Patent Rights under Jointly Owned Technology, that are necessary or useful for purposes of the activities to be conducted under this Agreement, and which are Controlled by Senomyx or its Affiliates as of the Effective Date [...***...].

“Senomyx Technology” means the Senomyx Patent Rights and Senomyx Know-How.

“Territory” means [...***...].

“Third Party(ies)” means any party other than a party to this Agreement or an Affiliate of Senomyx or Ajinomoto.

“[...***...] Compound(s)” means compounds that [...***...].

“[...***...] Program I” has the meaning set forth in the First Collaboration Agreement.

“[...***...] Program II” has the meaning set forth in the First Collaboration Agreement.

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**APPENDIX B**

**FORM OF PRESS RELEASE**
|                                                                      |
|----------------------------------------------------------------------|
| **SENOMYX ANNOUNCES A SECOND COLLABORATIVE  RESEARCH,**              |
| **COMMERCIALIZATION AND LICENSE AGREEMENT WITH AJINOMOTO CO., INC.** |

 

***New Agreement Focuses on Natural Flavor Ingredients***

***Senomyx and Ajinomoto Also Expand their First Collaborative Agreement***

**LA JOLLA, CA — September 30, 2006**—Senomyx, Inc. (NASDAQ: SNMX), a leading company focused on using proprietarytechnologies to discover and develop novel flavor ingredients for the packagedfood and beverage industry, announced today that it has entered into a secondresearch,  commercialization, and licenseagreement with Ajinomoto Co., Inc., a market leader in food and culinaryproducts. During the three-year collaborative period, the company will workwith Ajinomoto on the discovery of specific natural flavor ingredients.  The agreement also covers exclusive worldwidecommercialization of these new flavor ingredients in all productcategories.  Ajinomoto has agreed to paySenomyx research funding and specified payments upon the achievement ofmilestones.  Upon commercialization,Senomyx will be entitled to payments based on sales of Ajinomoto productscontaining any flavor ingredients discovered under the agreement.

“We are extremely pleased to establish our second collaboration withAjinomoto, a leading worldwide food product manufacturer,” said Kent Snyder,President and Chief Executive Officer of Senomyx.  “We believe this natural ingredientinitiative provides additional value to Senomyx by opening new marketopportunities to reach consumers preferring all natural ingredients.”

Senomyx and Ajinomoto entered into their first collaborative agreementin March 2006 for the discovery and development of novel flavor ingredients onan exclusive basis in the soup, sauce, culinary aids and noodle productcategories, and on a co-exclusive basis in the bouillon product category,within Japan and other Asian markets. The companies have expanded this agreement to include the use of certainnovel flavor ingredients in virtually all product categories in thesegeographic regions.

“Senomyx’s strategy is to leverage our discovery and developmentcapabilities by establishing collaborations with market leaders seeking tocreate a competitive advantage for their products,” added Snyder.  “It is especially rewarding to us whenexisting collaborators extend their partnerships with the company.  We are privileged to strengthen ourrelationship with Ajinomoto by both entering into a

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second collaboration for natural flavor ingredients and expanding ouroriginal agreement.  Senomyx now has nineproduct discovery and development collaborations with six of the world’sforemost packaged food and beverage companies: Ajinomoto, Cadbury Schweppes,Campbell Soup, Coca-Cola, Kraft Foods, and Nestlé,” Snyder noted.

**AboutSenomyx, Inc.****(www.senomyx.com)**

Senomyx is a leading company focused on using proprietary tastereceptor-based assays, screening technologies and optimization chemistry todiscover and develop novel flavors, flavor enhancers and taste modulators forthe packaged food and beverage industry. Senomyx’s current programs focus onthe development of flavors, flavor enhancers and taste modulators in thesavory, sweet, salt and bitter taste areas. Senomyx has entered into productdiscovery and development collaborations with six of the world’s leading packagedfood and beverage companies: Ajinomoto Co., Inc., Cadbury Schweppes, CampbellSoup Company, The Coca-Cola Company, Kraft Foods Global, Inc. and Nestlé SA.

**AboutAjinomoto Co., Inc.     ** (**www.ajinomoto.com)**

Ajinomoto is one of the world’s top amino acids and food productsmanufacturers and is renowned for its technology and the quality of itsproducts. Its business, established in 1909, is conducted all over the worldand has an annual turnover of around US$10 billion.

**Forward-Looking Statements**

Statements included in this press release that are not a description offact are forward-looking statements, including, but not limited to, statementsregarding potential payments under our collaboration with Ajinomoto, plans forour taste receptor research, commercial potential, future products oradditional collaborations. The inclusion of forward-looking statements shouldnot be regarded as a representation by us that any of our plans, projections orfuture financial, scientific or business objectives will be achieved.  Our actual results may differ materially fromany projected future results set forth in this release as a result of the risksand 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 andrelated technologies; whether we will be able to further extend or expand ourcollaboration with Ajinomoto or enter into additional collaborations; ourability to collect royalties under our collaborations; the progress and timingof our scientific programs; changes in the laws or regulations of the UnitedStates and other countries that could adversely affect our and ourcollaborators’ ability to develop and commercialize our products; whether anyof our collaborations will result in the discovery and development of novelflavors, flavor enhancers or taste modulators, improve the nutritional profileof products incorporating them or otherwise enhance our market position; ourability to protect our intellectual property and proprietary technology and tomaintain and enforce our licensing arrangements with various third partylicensors;  our ability to define the scopeand validity of patent protection for our products and technologies;competition from other companies and flavor manufacturers and other risksdetailed in our Securities and Exchange Commission filings, including ourAnnual Report on Form 10-K for the fiscal year ended December 31, 2005. You arecautioned not to place undue reliance on these forward-looking statements,which speak only as of the date hereof. All forward-looking statements arequalified in their entirety by this cautionary statement and we undertake noobligation to revise or update this news release to reflect events orcircumstances after the date hereof.

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**Contact:**

Gwen Rosenberg

Senomyx, Inc.

Executive Director, Investor Relations & Corporate Communications

858-646-8369

gwen.rosenberg@senomyx.com

 

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