**EXHIBIT10.40**

March13, 2006

Sharon Wicker

6420 East Bay Lane

Richland, MI 49083

Dear Sharon:

Thank you for spending time with me and the Senomyxteam these past few weeks to discuss the exciting opportunity we have for youas we build our organization.  We allbelieve this position is an ideal match for your talents and experience andthat you will be a great fit for our executive team.

We are pleased to extend to you an offer to joinSenomyx, Inc. (the **“Company”**) asour **Senior Vice President of Commercial Developmentand Chief Strategy Officer**. This position will report directly to me.  As a new team member, you have theopportunity to help create a legacy through your valuable contributions, and Ilook forward to your first day, April 24, 2006.

The following terms apply and will constitute youremployment agreement with the Company (the **“Agreement”**).

**1.**                                      EMPLOYMENT.

**1.1****          Term. **The term of thisAgreement shall begin on your first day of work for the Company, which isscheduled for April 24, 2006, and shall continue until terminated in accordancewith Section 4 herein.

**1.2****          Title**.  You shall have the title of Senior VicePresident of Commercial Development and Chief Strategy Officer of the Companyand shall report to the Chief Executive Officer of the Company (the **“CEO”**).  You shallserve in such other capacity or capacities as the Company may from time to timeprescribe.

**1.3****          Duties. **You shall do and perform all services,acts or things necessary or advisable to manage and conduct the business of theCompany and which are normally associated with the position of Senior VicePresident of Commercial Development and Chief Strategy Officer, consistent withthe bylaws of the Company.  Your dutieswill also include participation in Board of Directors meetings and senior levelmanagement committee meetings as specified by the CEO.  As a Company employee, you will be expectedto comply with Company policies and acknowledge in writing that you have readthe Company’s Employee Handbook.  TheCompany’s Employee Handbook may be modified from time to time at the solediscretion of the Company.

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**1.4****          Location**.  Unless otherwise agreed in writing, you shallperform services pursuant to this Agreement at the Company’s offices located inSan Diego, California, or at any other place at which the Company maintains anoffice; provided, however, that the Company may from time to time require youto travel temporarily to other locations in connection with the Company’sbusiness.

**2.**                                      LOYAL ANDCONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

**2.1****          Loyalty**.  During your employment by the Company youshall devote your full business energies, interest, abilities and productivetime to the proper and efficient performance of your duties under thisAgreement.

**2.2****          Covenant not to Compete**.  Except with the prior written consent of theCompany’s Board of Directors (the **“Board”**), youwill not, while employed by the Company, or during any period during which youare receiving compensation or any other consideration from the Company, engagein competition with the Company******and/or anyof its affiliates, subsidiaries, or joint ventures currently existing or whichshall be established during your employment by the Company (collectively, **“Affiliates”**) either directly or indirectly, in any manneror capacity, as adviser, principal, agent, affiliate, promoter, partner,officer, director, employee, stockholder, owner, co-owner, consultant, ormember of any association or otherwise, in any phase of the business ofdeveloping, manufacturing and marketing of products or services which are inthe same field of use or which otherwise compete with the products or servicesor proposed products or services of the Company and/or any of its Affiliates.

**2.3****          Agreement not toParticipate in Company’s Competitors**. During your employment by the Company, you agree not to acquire, assumeor participate in, directly or indirectly, any position, investment or interestknown by you to be adverse or antagonistic to the Company, its business orprospects, financial or otherwise or in any company, person or entity that is,directly or indirectly, in competition with the business of the Company or anyof its Affiliates.  Ownership by you, asa passive investment, of less than two percent (2%) of the outstanding sharesof capital stock of any corporation with one or more classes of its capitalstock listed on a national securities exchange or publicly traded on the NasdaqStock Market or in the over-the-counter market shall not constitute a breach ofthis paragraph.

**3.**                                      COMPENSATION.

**3.1****          Base Salary.**  The Company shall pay you a base salary oftwo hundred seventy-five thousand dollars ($275,000) per year, less payrolldeductions and all required withholdings, payable in regular periodic paymentsin accordance with Company policy.  Suchbase salary shall be prorated for any partial year of employment on the basisof a 365-day fiscal year.

**3.2****          Bonus.**  In addition to your base salary, you will beeligible to receive an annual discretionary bonus of up to forty percent (40%)of your then current base salary based

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upon your performanceagainst specific milestones to be defined by the CEO.  In addition, you will be entitled toguaranteed bonus payments as follows: $50,000 to be paid within ten (10) days of the commencement of youremployment hereunder; $33,000 to be paid within ten (10) days of the one (1)year anniversary of the commencement of your employment hereunder; and $17,000to be paid within ten (10) days of the two (2) year anniversary of thecommencement of your employment hereunder (so long as, in each case, you haveremained continuously employed with the Company since your employment startdate hereunder).

**3.3****          Stock Options.**  Upon commencement of your employmenthereunder, you shall be granted pursuant to the terms of the Company’s 1999Equity Incentive Plan, as amended (the **“Plan”**), anoption to purchase up to 150,000 shares of the common stock of the Company (the**“Option”**).  The Option shall be an incentive stock optionto the extent permitted by applicable Federal income tax law.  The exercise price of the Option will beequal to the fair market value of the common stock on the date of the grant.The Option will vest over four (4) years according to the following schedule(i) twenty-five percent (25%) of the total shares will vest upon the firstanniversary of the commencement of your employment with the Company; (ii) 1/48th of the total shares subject to the Option willvest at the end of each one-month anniversary beginning at the end of the oneyear and will continue to vest over the following three year period.  The Option will be governed by a separateStock Option Agreement and the Plan.

**3.4****          Option Rights Upon Change of Control.**  The Plan contains a “double trigger” vestingacceleration provision such that, as more fully specified in the Plan, if youremployment terminates under specified circumstances following a change incontrol of the Company (as defined in the Plan) such option shall immediatelybecome 100% vested and exercisable in full.

**3.5****          Employment Taxes**.  All of your compensation shall be subject tocustomary withholding taxes and any other employment taxes as are commonlyrequired to be collected or withheld by the Company.

**3.6****          Vacation; Benefits**.  You will be entitled to up to seventeen (17)days of Paid Time Off (**“PTO”**) per year.  In addition, you shall, in accordance withCompany policy and the terms of the applicable plan documents, be eligible toparticipate in benefits under any executive benefit plan or arrangement whichmay be in effect from time to time and made available to the Company’sexecutive or key management employees.

**3.7****          Relocation**.  The Company will pay up to $30,000 (the **“Relocation Allowance”**) for actual expenses for movement ofhousehold goods by a relocation company selected by the Company (the **“Relocation Expenses”**). The Company will also grant a signing bonus (in addition to the bonusesprovided for in Section 3.2) in the net amount of $50,000 (the **“Home Sale Bonus”**) intended to cover the commission on thesale of your home and the fees associated with the purchase of your new home(collectively, the **“Home Sale Expenses”**),which is to be paid within 10 days of your start date with the Company.  However, for avoidance of doubt in the eventsuch $50,000 payment is not sufficient to cover the commission on the sale

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of your home and feesassociated with the purchase of your new home, the Company will not increasethe amount of such signing bonus. The Home Sale Bonus is intended to be net ofall taxes, and you agree to work with the Company to establish the relatednecessary “gross-up” calculation.   In addition, the Company will provide$20,000 (the **“Moving Expense Allowance”**) fortemporary housing, moving related expenses, or transportation of you and yourfamily (collectively, **“Moving Expenses”**),less standard withholdings and deductions. You may elect to apply all or a portion of your Relocation ExpenseAllowance, Home Sale Bonus and/or Moving Allowance against your RelocationExpenses, Home Sale Expenses and/or Moving Expenses.  All payments and expenses paid by the companymay be considered taxable income to you and be subjected to federal and statetaxes via payroll.  Please contact yourtax consultant to determine which expenses may be used as itemized deductions onyour income tax return.  Please contactShanna Lepore, Director, Human Resources, to discuss further details.

**4.**                                      TERMINATION.

**4.1****          Termination By theCompany**.  Your employment with theCompany may be terminated under the following conditions:

**4.1.1****       Termination for Death orDisability**.  Your employment with theCompany shall terminate effective upon the date of your death or Complete Disability.  **“CompleteDisability”** shall mean the inability of you to perform yourduties under this Agreement because you have become permanently disabled withinthe meaning of any policy of disability income insurance covering employees ofthe Company then in force.  In the eventthe Company has no policy of disability income insurance covering employees ofthe Company in force when you become disabled, the term Complete Disability shall mean the inability of the you to performyour duties under this Agreement by reason of any incapacity, physical ormental, which the Board, based upon medical advice or an opinion provided by alicensed physician acceptable to the Board, determines to have incapacitatedyou from satisfactorily performing all of your usual services for the Companyfor a period of at least ninety (90) days during any twelve (12) month period(whether or not consecutive).  Based uponsuch medical advice or opinion, the determination of the Board shall be finaland binding and the date such determination is made shall be the date of suchComplete Disability for purposes of this Agreement.  If your employment shall be terminated bydeath or Complete Disability, the Company shall pay to you, and/or your heirs,your base salary and accrued and unused vacation benefits earned through thedate of termination at the rate in effect at the time of termination, lessstandard deductions and withholdings, and the Company shall thereafter have nofurther obligations to you and/or your heirs under this Agreement.

**4.1.2****       Termination by the CompanyFor Cause**.  The Company may terminateyour employment under this Agreement for Cause.  **“Cause”******for theCompany to terminate your employment shall mean the occurrence of any of thefollowing events:

**(i)****           **your substantialand repeated failure to satisfactorily perform your job duties which in thereasonable good faith determination of the Company demonstrates gross

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unfitness to servethe Company, such as continued flagrant absences from the Company anddemonstrable and substantial lapses of duty;

**(ii)****          **your refusal orfailure to follow lawful directions of the CEO;

**(iii)****        **your conviction of afelony or a crime involving moral turpitude;

**(iv)****         **your engaging or inany manner participating in any activity which is directly competitive with orinjurious to the Company******or any ofits Affiliates or which violates any material provisions of Section 5 hereof oryour Proprietary Information and Inventions Agreement with the Company; or

**(v)****           **your commission ofany fraud against the Company, its Affiliates, employees, agents, collaboratorsor customers or use or intentional appropriation for your personal use orbenefit of any funds or properties of the Company.

If your employmentshall be terminated by the Company for Cause, the Company shall pay the yourbase salary and accrued and unused vacation benefits earned through the date oftermination at the rate in effect at the time of termination, less standarddeductions and withholdings, and the Company shall thereafter have no furtherobligations to you under this Agreement.

**4.1.3****       Termination by the CompanyWithout Cause**.  You shall be anat-will employee.  The Company mayterminate your employment under this Agreement at any time and for any reasonor no reason.  However, if the Companyterminates your employment without Cause (i) the Company shall pay you yourbase salary and accrued and unused vacation earned through the date oftermination at the rate then in effect, less standard deductions andwithholdings and (ii) the Company shall continue to pay to you as severance, onthe Company’s regular pay days, your base salary then in effect for a period ofsix (6) months following the date of termination, less standard deductions andwithholdings; provided that in order to be eligible for said severance paymentspursuant to the foregoing clause (ii) you shall be required to execute anddeliver to the Company a release of claims substantially in the form of ExhibitA and you shall not be eligible to receive any such severance payment oracceleration until said release shall become effective.

**4.2****          Termination By You**.  You may resign your employment upon thirty(30) days written notice to the Company, delivered to the CEO.  Upon such resignation, the Company shall payyou your base salary and accrued and unused vacation earned through the dateupon which the Company, in its sole discretion, accepts such resignation, and youshall not be entitled to any other benefit or compensation and the Companyshall have no further obligations to you under this Agreement.

**4.3****          Termination by MutualAgreement of the Parties**.  Youremployment pursuant to this Agreement may be terminated at any time upon mutualagreement, in writing.  Any suchtermination of employment shall have the consequences specified in suchwriting.

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**4.4****          Survival of CertainProvisions.**  Sections 2.2 and 5 shallsurvive the termination of this Agreement.

**5.**                                      CONFIDENTIALAND PROPRIETARY INFORMATION; NONSOLICITATION.

**5.1****         **As a condition ofemployment you agree to execute and abide by the Company’s standard ProprietaryInformation and Inventions Agreement, attached hereto as Exhibit B.

**5.2****         **While employed bythe Company and for one (1) year thereafter, you agree that in order to protectthe Company’s trade secrets and confidential and proprietary information fromunauthorized use, you will not, either directly or through others, solicit orattempt to solicit any employee, consultant or independent contractor of theCompany to terminate his or her relationship with the Company in order tobecome an employee, consultant or independent contractor to or for any otherperson or business entity.

**6.**                                      ASSIGNMENTAND BINDING EFFECT.

ThisAgreement shall be binding upon and inure to the benefit of you and your heirs,executors, personal representatives, assigns, administrators and legalrepresentatives.  Because of the uniqueand personal nature of your duties under this Agreement, neither this Agreementnor any rights or obligations under this Agreement shall be assignable byyou.  This Agreement shall be bindingupon and inure to the benefit of the Company and its successors, assigns andlegal representatives.

**7.**                                      CHOICE OFLAW.

ThisAgreement shall be construed and interpreted in accordance with the internallaws of the State of California.

**8.**                                      INTEGRATION.

ThisAgreement, including Exhibits A and B, contains the complete, final andexclusive agreement of the Parties relating to the terms and conditions of youremployment and the termination of your employment, and supersedes all prior andcontemporaneous oral and written employment agreements or arrangements betweenthe Parties. To the extent this Agreement conflicts with the ProprietaryInformation and Inventions Agreement attached as Exhibit A hereto, theProprietary Information and Inventions Agreement controls.

**9.**                                      AMENDMENT.

ThisAgreement cannot be amended or modified except by a written agreement signed byyou and the Chairman of the Board of the Company.

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**10.**                               WAIVER.

No term,covenant or condition of this Agreement or any breach thereof shall be deemedwaived, except with the written consent of the Party against whom the wavier isclaimed, and any waiver or any such term, covenant, condition or breach shallnot be deemed to be a waiver of any preceding or succeeding breach of the sameor any other term, covenant, condition or breach.

**11.**                               SEVERABILITY.

Thefinding by a court of competent jurisdiction of the unenforceability,invalidity or illegality of any provision of this Agreement shall not renderany other provision of this Agreement unenforceable, invalid or illegal.  Such court shall have the authority to modifyor replace the invalid or unenforceable term or provision with a valid andenforceable term or provision which most accurately represents the Parties***’*** intention with respect to theinvalid or unenforceable term or provision.

**12.**                               INTERPRETATION;CONSTRUCTION.

Theheadings set forth in this Agreement are for convenience of reference only andshall not be used in interpreting this Agreement.  This Agreement has been drafted by legalcounsel representing the Company, but you have been encouraged to consult with,and have consulted with, your own independent counsel and tax advisors withrespect to the terms of this Agreement. The Parties acknowledge that each Party and its counsel has reviewed andrevised, or had an opportunity to review and revise, this Agreement, and anyrule of construction to the effect that any ambiguities are to be resolvedagainst the drafting party shall not be employed in the interpretation of thisAgreement.

**13.**                               REPRESENTATIONSAND WARRANTIES.

Yourepresent and warrant that you are not restricted or prohibited, contractuallyor otherwise, from entering into and performing each of the terms and covenantscontained in this Agreement, and that your execution and performance of thisAgreement will not violate or breach any other agreements between you and anyother person or entity.

**14.**                               COUNTERPARTS.

ThisAgreement may be executed in two counterparts, each of which shall be deemed anoriginal, all of which together shall contribute one and the same instrument.

**15.**                               LITIGATIONCOSTS.

Shouldany claim be commenced between the Parties or their personal representativesconcerning any provision of this Agreement or the rights and duties of anyperson in relation to this Agreement, the Party prevailing in such action shallbe entitled, in addition to such other relief as may be granted to a reasonablesum as and for that Party’s attorney’s fees in such action.

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**16.**                               ELIGIBILITY.

Asrequired by law, this offer and Agreement is subject to satisfactory proof ofyour right to work in the United States.

If youaccept employment on the terms described above, please sign and date thisletter in the space provided below and return it to me no later than March 21,2006.  After such date this offer shalllapse.

Sharon,please feel free to call me if you have any questions, or if we can be ofadditional assistance.  We feel stronglyabout your fit for this position and believe that your presence on our teamwill greatly enhance our ability to succeed. Welcome to Senomyx – we look forward to having you as a member of ourteam!

Sincerely,
| **Senomyx, Inc.**               |    |   |
|---------------------------------|---------|--------|
| ** **                      |    |   |
| ** **                      |    |   |
| /s/ Kent Snyder                 |    |   |   |
| Kent Snyder, President  and CEO |    |   |
|                            |    |   |
|                            |    |   |
|                            |    |   |
| **Agreed  and Accepted:**       |    |   |
| ** **                      |    |   |
| ** **                      |    |   |
| /s/ Sharon  Wicker              |    |   |   |
| **Sharon Wicker**               |    |   |
| ** **                      |    |   |
| ** **                      |    |   |
| Dated:                          | 3/20/06 |   |   |   |
|                                 |         |        |  |  |

 

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**EXHIBIT A**

**RELEASEAND WAIVER OF CLAIMS**

Inconsideration of the payments and other benefits set forth in Section 4.1.3 ofthe Offer of Employment letter dated March 14, 2006 (the **“Agreement”**), to which this form is attached, I, SharonWicker, hereby furnish Senomyx, Inc. (the **“Company”**),with the following release and waiver (**“Release and Waiver”**).

Ihereby generally and completely release the Company and its directors,officers, employees, shareholders, partners, agents, attorneys, predecessors,successors, parent and subsidiary entities, insurers, Affiliates, and assignsfrom any and all claims, liabilities and obligations, both known and unknown,that arise out of or are in any way related to events, acts, conduct, oromissions occurring prior to my signing this Release and Waiver.  This general release includes, but is notlimited to: (1) all claims arising out of or in any way related to myemployment with the Company or the termination of that employment; (2) allclaims related to my compensation or benefits from the Company, includingsalary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests inthe Company; (3) all claims for breach of contract, wrongful termination,and breach of the implied covenant of good faith and fair dealing; (4) alltort claims, including claims for fraud, defamation, emotional distress, anddischarge in violation of public policy; and (5) all federal, state, and localstatutory claims, including claims for discrimination, harassment, retaliation,attorneys’ fees, or other claims arising under the federal Civil Rights Act of1964 (as amended), the federal Americans with Disabilities Act of 1990, thefederal Age Discrimination in Employment Act of 1967 (as amended) (**“ADEA”**), and the California Fair Employment and Housing Act(as amended); provided, however, that this release shall not relieve theCompany of any of its obligations under the Agreement or pursuant to anywritten stock option agreement granted to me pursuant to the Company’s equityincentive plans.

Ialso acknowledge that I have read and understand Section 1542 of the CaliforniaCivil Code which reads as follows:  “**A general release does not extend to claims which the creditor does notknow or suspect to exist in his favor at the time of executing the release,which if known by him must have materially affected his settlement with thedebtor.**”****I herebyexpressly waive and relinquish all rights and benefits under that section andany law of any jurisdiction of similar effect with respect to any claims I mayhave against the Company.

Iacknowledge that, among other rights, I am waiving and releasing any rights Imay have under ADEA, that this Release and Waiver is knowing and voluntary, andthat the consideration given for this Release and Waiver is in addition toanything of value to which I was already entitled as an executive of theCompany.  I further acknowledge that Ihave been advised, as required by the Older Workers Benefit Protection Act,that:  (a) the release and waiver grantedherein does not relate to claims under the ADEA which may arise after thisRelease and Waiver is executed; (b) I have the right to consult with an attorneyprior to executing this Release and Waiver (although I may choose voluntarilynot to do so); and (c) I have twenty-one (21) days from the date of terminationof my employment with the Company in which to consider this Release and Waiver(although I may choose voluntarily to execute this Release and Waiver earlier);(d) I have seven (7) days following the execution of this Release and Waiver torevoke

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my consent to thisRelease and Waiver; and (e) this Release and Waiver shall not be effectiveuntil the seven (7) day revocation period has expired.

Iacknowledge that I have the right to consult with an attorney prior toexecuting this Release and Waiver (although I may choose voluntarily not to doso); and (c) I have five (5) days from the date of termination of my employmentwith the Company in which to consider this Release and Waiver (although I maychoose voluntarily to execute this Release and Waiver earlier).

I acknowledge my continuingobligations under my Proprietary Information and Inventions Agreement, a copyof which is attached to the Agreement as Exhibit B.  Pursuant to the Proprietary Information andInventions Agreement I understand that among other things, I must not use ordisclose any confidential or proprietary information of the Company and I mustimmediately return all Company property and documents (including allembodiments of proprietary information) and all copies thereof in my possessionor control.  I understand and agree thatmy right to the severance pay I am receiving in exchange for my agreement tothe terms of this Release and Waiver is contingent upon my continued compliancewith my Proprietary Information & Inventions Agreement.

This Release and Waiver,including Exhibit B to the Agreement, constitutes the complete, final andexclusive embodiment of the entire agreement between the Company and me withregard to the subject matter hereof.  Iam not relying on any promise or representation by the Company that is notexpressly stated herein.  This Releaseand Waiver may only be modified by a writing signed by both me and a dulyauthorized officer of the Company.
| Date:      |   |   |              | By: |   |   |
|------------|--------|--------|-------------------|-----|--------|--------|
| ** ** |   |   | **Sharon Wicker** |

 

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**EXHIBIT B**

**SENOMYX,INC.**

**EMPLOYEE PROPRIETARY INFORMATION**

**AND INVENTIONS AGREEMENT**

Inconsideration of my employment or continued employment by **SENOMYX, INC.** (the “**Company**”), andthe compensation now and hereafter paid to me, I hereby agree as follows:

**1.****             NONDISCLOSURE**

**1.1****            Recognitionof Company’s Rights; Nondisclosure.** At all times during my employment and thereafter, I will hold instrictest confidence and will not disclose, use, lecture upon or publish any ofthe Company’s Proprietary Information (defined below), except as suchdisclosure, use or publication may be required in connection with my work forthe Company, or unless an officer of the Company expressly authorizes such inwriting.  I will obtain Company’s writtenapproval before publishing or submitting for publication any material (written,verbal, or otherwise) that relates to my work at Company and/or incorporatesany Proprietary Information.  I herebyassign to the Company any rights I may have or acquire in such ProprietaryInformation and recognize that all Proprietary Information shall be the soleproperty of the Company and its assigns.

**1.2****            ProprietaryInformation. **The term “**Proprietary Information**” shall mean any and all confidentialand/or proprietary knowledge, data or information of the Company.  By way of illustration but not limitation, “**Proprietary Information**” includes (a) trade secrets,inventions, mask works, ideas, processes, formulas, source and object codes,data, programs, other works of authorship, know-how, improvements, discoveries,developments, designs and techniques (hereinafter collectively referred to as “**Inventions**”); and (b) information regarding plans forresearch, development, new products, marketing and selling, business plans,budgets and unpublished financial statements, licenses, prices and costs,suppliers and customers; and (c) information regarding the skills andcompensation of other employees of the Company. Notwithstanding the foregoing, it is understood that, at all such times,I am free to use information which is generally known in the trade or industry,which is not gained as result of a breach of this Agreement, and my own, skill,knowledge, know-how and experience to whatever extent and in whichever way Iwish.

**1.3****            ThirdParty Information.**  I understand, inaddition, that the Company has received and in the future will receive fromthird parties confidential or proprietary information (“**Third PartyInformation**”) subject to a duty on the Company’s part to maintainthe confidentiality of such information and to use it only for certain limitedpurposes.  During the term of myemployment and thereafter, I will hold Third Party Information in the strictestconfidence and will not disclose to anyone (other than Company personnel whoneed to know such information in connection with their work for the Company) oruse, except in connection with my work for the Company, Third Party Informationunless expressly authorized by an officer of the Company in writing.

**1.4****    No Improper Use of Informationof Prior Employers and Others.** During my employment by the Company I will not improperly use ordisclose any confidential information or trade secrets, if any, of any formeremployer or any other person to whom I have an obligation of confidentiality,and I will not bring onto the premises of the Company any unpublished documentsor any property belonging to any former employer or any other person to whom Ihave an obligation of confidentiality unless consented to in writing by thatformer employer or person.  I will use inthe performance of my duties only information which is generally known and usedby persons with training and experience comparable to my own, which is commonknowledge in the industry or otherwise legally in the public domain, or whichis otherwise provided or developed by the Company.

**2.****             ASSIGNMENT OF INVENTIONS.**

**2.1****            ProprietaryRights.**  The term “**Proprietary Rights**” shall mean all trade secret, patent,copyright, mask work and other intellectual property rights throughout theworld.

**2.2****            PriorInventions.**  Inventions, if any,patented or unpatented, which I made prior to the commencement of my employmentwith the Company are excluded from the scope of this Agreement.  To

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precludeany possible uncertainty, I have set forth on *Exhibit B*(Previous Inventions) attached hereto a complete list of allInventions that I have, alone or jointly with others, conceived, developed orreduced to practice or caused to be conceived, developed or reduced to practiceprior to the commencement of my employment with the Company, that I consider tobe my property or the property of third parties and that I wish to haveexcluded from the scope of this Agreement (collectively referred to as “**Prior Inventions**”). If disclosure of any such Prior Invention would cause me to violate anyprior confidentiality agreement, I understand that I am not to list such PriorInventions in *Exhibit B* but am only todisclose a cursory name for each such invention, a listing of the party(ies) towhom it belongs and the fact that full disclosure as to such inventions has notbeen made for that reason. A space is provided on *Exhibit B*for such purpose.  If no such disclosureis attached, I represent that there are no Prior Inventions.  If, in the course of my employment with theCompany, I incorporate a Prior Invention into a Company product, process ormachine, the Company is hereby granted and shall have a nonexclusive,royalty-free, irrevocable, perpetual, worldwide license (with rights tosublicense through multiple tiers of sublicensees) to make, have made, modify,use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, orpermit to be incorporated, Prior Inventions in any Company Inventions withoutthe Company’s prior written consent.

**2.3****            Assignmentof Inventions.**  Subject to Sections2.4, and 2.6, I hereby assign and agree to assign in the future (when any suchInventions or Proprietary Rights are first reduced to practice or first fixedin a tangible medium, as applicable) to the Company all my right, title andinterest in and to any and all Inventions (and all Proprietary Rights withrespect thereto) whether or not patentable or registrable under copyright orsimilar statutes, made or conceived or reduced to practice or learned by me,either alone or jointly with others, during the period of my employment withthe Company.  Inventions assigned to theCompany, or to a third party as directed by the Company pursuant to thisSection 2, are hereinafter referred to as “**CompanyInventions**.”

**2.4****            NonassignableInventions.**  This Agreement does notapply to an Invention which qualifies fully as a nonassignable Invention underSection 2870 of the California Labor Code (hereinafter “**Section 2870**”). I have reviewed the notification on *Exhibit A*(Limited Exclusion Notification) and agree that my signature acknowledgesreceipt of the notification.

**2.5****            Obligationto Keep Company Informed.**  During theperiod of my employment and for six (6) months after termination of myemployment with the Company, I will promptly disclose to the Company fully andin writing all Inventions authored, conceived or reduced to practice by me,either alone or jointly with others.  Inaddition, I will promptly disclose to the Company all patent applications filedby me or on my behalf within a year after termination of employment.  At the time of each such disclosure, I willadvise the Company in writing of any Inventions that I believe fully qualifyfor protection under Section 2870; and I will at that time provide to theCompany in writing all evidence necessary to substantiate that belief.  The Company will keep in confidence and willnot use for any purpose or disclose to third parties without my consent anyconfidential information disclosed in writing to the Company pursuant to thisAgreement relating to Inventions that qualify fully for protection under theprovisions of Section 2870.  I willpreserve the confidentiality of any Invention that does not fully qualify forprotection under Section 2870.

**2.6****            Governmentor Third Party.**  I also agree toassign all my right, title and interest in and to any particular CompanyInvention to a third party, including without limitation the United States, asdirected by the Company.

**2.7****            Worksfor Hire.**  I acknowledge that alloriginal works of authorship which are made by me (solely or jointly withothers) within the scope of my employment and which are protectable bycopyright are “works made for hire,” pursuant to United States Copyright Act(17 U.S.C., Section 101).

**2.8****            Enforcementof Proprietary Rights.**  I will assistthe Company in every proper way to obtain, and from time to time enforce,United States and foreign Proprietary Rights relating to Company Inventions inany and all countries.  To that end Iwill execute, verify and deliver such documents and perform such other acts(including appearances as a witness) as the Company may reasonably request foruse in applying for, obtaining, perfecting, evidencing, sustaining andenforcing such Proprietary Rights and the assignment thereof.  In addition, I will execute, verify anddeliver assignments of such Proprietary Rights to the Company or its designee.  My obligation to assist the Company withrespect to Proprietary Rights relating to such Company Inventions in any and

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allcountries shall continue beyond the termination of my employment, but theCompany shall compensate me at a reasonable rate after my termination for thetime actually spent by me at the Company’s request on such assistance.

In the event the Company is unable for any reason,after reasonable effort, to secure my signature on any document needed inconnection with the actions specified in the preceding paragraph, I herebyirrevocably designate and appoint the Company and its duly authorized officersand agents as my agent and attorney in fact, which appointment is coupled withan interest, to act for and in my behalf to execute, verify and file any suchdocuments and to do all other lawfully permitted acts to further the purposesof the preceding paragraph with the same legal force and effect as if executedby me.  I hereby waive and quitclaim tothe Company any and all claims, of any nature whatsoever, which I now or mayhereafter have for infringement of any Proprietary Rights assigned hereunder tothe Company.

**3.****             RECORDS. **I agree to keep and maintain adequate and current records (in theform of notes, sketches, drawings and in any other form that may be required bythe Company) of all Proprietary Information developed by me and all Inventionsmade by me during the period of my employment at the Company, which recordsshall be available to and remain the sole property of the Company at all times.

**4.****             ADDITIONAL ACTIVITIES.**  I agree that during the period of myemployment by the Company I will not, without the Company’s express writtenconsent, engage in any employment or business activity which is competitivewith, or would otherwise conflict with, my employment by the Company.  I agree further that for the period of myemployment by the Company and for one (l) year after the date of termination ofmy employment by the Company I will not induce any employee of the Company toleave the employ of the Company.

**5.****             NO****CONFLICTING OBLIGATION.**  I represent that my performance of all theterms of this Agreement and as an employee of the Company does not and will notbreach any agreement to keep in confidence information acquired by me inconfidence or in trust prior to my employment by the Company.  I have not entered into, and I agree I willnot enter into, any agreement either written or oral in conflict herewith.

**6.****             RETURN OF COMPANY DOCUMENTS.**  When I leave the employ of the Company, Iwill deliver to the Company any and all drawings, notes, memoranda,specifications, devices, formulas, and documents, together with all copiesthereof, and any other material containing or disclosing any CompanyInventions, Third Party Information or Proprietary Information of the Company.  I further agree that any property situated onthe Company’s premises and owned by the Company, including disks and otherstorage media, filing cabinets or other work areas, is subject to inspection byCompany personnel at any time with or without notice.  Prior to leaving, I will cooperate with theCompany in completing and signing the Company’s termination statement.

**7.****             LEGAL AND EQUITABLE REMEDIES.**  Because my services are personal and uniqueand because I may have access to and become acquainted with the ProprietaryInformation of the Company, the Company shall have the right to enforce thisAgreement and any of its provisions by injunction, specific performance orother equitable relief, without bond and without prejudice to any other rightsand remedies that the Company may have for a breach of this Agreement.

**8.****             NOTICES.**  Any notices required or permitted hereundershall be given to the appropriate party at the address specified below or at **SUCH** other address as the party shall specify inwriting.  Such notice shall be deemedgiven upon personal delivery to the appropriate address or if sent by certifiedor registered mail, three (3) days after the date of mailing.

**9.****             NOTIFICATION OF NEW EMPLOYER.**  In the event that I leave the employ of theCompany, I hereby consent to the notification of my new employer of my rightsand obligations under this Agreement.

**10.****          GENERAL PROVISIONS.**

**10.1****         GoverningLaw; Consent to Personal Jurisdiction.** This Agreement will be governed by and construed according to the lawsof the State of California, as such laws are applied to agreements entered intoand to be performed entirely within California between Californiaresidents.  I hereby expressly consent tothe personal jurisdiction of the state and federal courts located in San DiegoCounty, California for any lawsuit filed there against me by Company arisingfrom or related to this Agreement.

**10.2****         Severability.**  In case any one or more of the provisionscontained in this Agreement shall, for any reason, be held to be invalid,illegal or

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unenforceablein any respect, such invalidity, illegality or unenforceability shall notaffect the other provisions of this Agreement, and this Agreement shall beconstrued as if such invalid, illegal or unenforceable provision had never beencontained herein.  If moreover, any oneor more of the provisions contained in this Agreement shall for any reason beheld to be excessively broad as to duration, geographical scope, activity orsubject, it shall be construed by limiting and reducing it, so as to be enforceableto the extent compatible with the applicable law as it shall then appear.

**10.3****         Successorsand Assigns.**  This Agreement will bebinding upon my heirs, executors, administrators and other legalrepresentatives and will be for the benefit of the Company, its successors, andits assigns.

**10.4****         Survival.**  The provisions of this Agreement shallsurvive the termination of my employment and the assignment of this Agreementby the Company to any successor in interest or other assignee.

**10.5****         Employment.**  I agree and understand that nothing in thisAgreement shall confer any right with respect to continuation of employment bythe Company, nor shall it interfere in any way with my right or the Company’sright to terminate my employment at any time, with or without cause.

**10.6****         Waiver.**  No waiver by the Company of any breach ofthis Agreement shall be a waiver of any preceding or succeeding breach.  No waiver by the Company of any right underthis Agreement shall be construed as a waiver of any other right.  The Company shall not be required to givenotice to enforce strict adherence to all terms of this Agreement.

**10.7****         EntireAgreement.**  The obligations pursuantto Sections 1 and 2 of this Agreement shall apply to any time during which Iwas previously employed, or am in the future employed, by the Company as aconsultant if no other agreement governs nondisclosure and assignment ofinventions during such period.  ThisAgreement is the final, complete and exclusive agreement of the parties withrespect to the subject matter hereof and supersedes and merges all priordiscussions between us.  No modificationof or amendment to this Agreement, nor any waiver of any rights under thisAgreement, will be effective unless in writing and signed by the party to becharged.  Any subsequent change orchanges in my duties, salary or compensation will not affect the validity orscope of this Agreement.

This Agreementshall be effective as of the first day of my employment with the Company,namely:                 ,20   .

**I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.  I HAVE COMPLETELY FILLED OUT EXHIBIT BTO THIS AGREEMENT.**
| Dated:                       |       |   |
|------------------------------|------------|--------|
|                         |
|                         |       |
| **(Signature)**              |
| ** **                   |
| ** **                   | ** ** |
| **(Printed  Name)**          |
| ** **                   |
| ** **                   |
| **Accepted and Agreed  To:** |
| ** **                   |
| **Senomyx, Inc.**            |
| ** **                   |
| ** **                   |
| By:                          |       |   |
|                         |
| Title:                       |       |   |
|                         |
|                         |       |
| (Address)                    |
|                         |       |
|                         |
| Dated:                       |       |   |
|                              |            |        |  |  |  |  |  |

 

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**EXHIBIT A**

**LIMITED EXCLUSION NOTIFICATION**

**THIS IS TO NOTIFY**you in accordance with Section 2872of the California Labor Code that the foregoing Agreement between you and theCompany does not require you to assign or offer to assign to the Company anyinvention that you developed entirely on your own time without using theCompany’s equipment, supplies, facilities or trade secret information exceptfor those inventions that either:

1.                                                 Relateat the time of conception or reduction to practice of the invention to theCompany’s business, or actual or demonstrably anticipated research ordevelopment of the Company;

2.                Resultfrom any work performed by you for the Company.

To the extent aprovision in the foregoing Agreement purports to require you to assign an inventionotherwise excluded from the preceding paragraph, the provision is against thepublic policy of this state and is unenforceable.

This limitedexclusion does not apply to any patent or invention covered by a contractbetween the Company and the United States or any of its agencies requiring fulltitle to such patent or invention to be in the United States.

**I ACKNOWLEDGE RECEIPT**of a copy of this notification.
|                                      | By:    |                               |   |
|-------------------------------------------|--------|------------------------------------|--------|
|                                      |   | **(****Printed Name of Employee)** |
|                                      |   | ** **                         |
|                                      | Date:  |                               |   |
| **Witnessed by:**                         |   |                               |
| ** **                                |   |                               |
| ** **                                |   |                               |
| **(****Printed  Name of Representative)** |   |                               |
|                                           |        |                                    |        |  |  |

 

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**EXHIBIT B**
| **TO:**      | ** ** | **Senomyx, Inc.**       |
|--------------|------------|-------------------------|
| ** **   | ** ** | ** **              |
| **FROM:**    | ** ** | ** **              | ** ** |
| ** **   | ** ** | ** **              |
| **DATE:**    | ** ** | ** **              | ** ** |
| ** **   | ** ** | ** **              |
| **SUBJECT:** | ** ** | **Previous Inventions** |

 

1**.**             Except as listed inSection 2 below, the following is a complete list of all inventions orimprovements relevant to the subject matter of my employment by **SENOMYX, INC.** (the “**Company**”) that have been made or conceived or first reducedto practice by me alone or jointly with others prior to my engagement by theCompany:
| o                                                                             | No inventions or improvements. |
|-------------------------------------------------------------------------------|--------------------------------|
|                                                                          |                           |
| o                                                                             | See below:                     |
|                                                                          |                           |
|                                                                          |                           |   |
|                                                                          |                           |   |
|                                                                          |                           |   |
|                                                                          |                           |   |
|                                                                          |                           |   |
|                                                                          |                           |
| o        Additional  sheets attached. |

 

2**.**             Due to a priorconfidentiality agreement, I cannot complete the disclosure underSection 1 above with respect to inventions or improvements generallylisted below, the proprietary rights and duty of confidentiality with respectto which I owe to the following party(ies):
|            | **Invention or Improvement** |   | **Party(ies)** |   | **Relationship** |
|------------|------------------------------|--------|----------------|--------|------------------|
| ** ** | ** **                   |   | ** **     |   | ** **       |
| **1.**     | ** **                   |   |           |   |             |
| ** ** | ** **                   |   |           |   |             |
| **2.**     | ** **                   |   |           |   |             |
| ** ** | ** **                   |   |           |   |             |
| **3.**     | ** **                   |   |           |   |             |
| ** ** | ** **                   |   |           |   |             |
| o          | Additional sheets attached.  |   |           |   |             |

 

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