Exhibit 10.1


 


***Text Omitted and Filed Separately with the
Securities and


Exchange Commission.  Confidential Treatment Requested


Under 17. C.F.R. Sections 200.80(b)(4) and
240.24b-2.


 


Execution Copy


 


FOURTH AMENDMENT


TO


COLLABORATIVE RESEARCH,
DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT


 


This Fourth Amendment is entered into as of March 22,
2009 (“Fourth Amendment Effective Date”), by and between Senomyx, Inc.
(“Senomyx”) and Ajinomoto Co., Inc. (“Ajinomoto”). 
Capitalized terms used herein without definition shall have the meaning
provided therefor in the First Collaboration Agreement (as defined below).


 


BACKGROUND


 


WHEREAS, Senomyx and Ajinomoto have previously entered into
that certain Collaborative Research, Development, Commercialization and License
Agreement, effective March 23, 2006, that certain First Amendment
thereto, dated October 6, 2006, that certain Second Amendment thereto, dated April 24,
2007, and that certain Third Amendment thereto, dated August 1, 2007
(collectively, the “First Collaboration Agreement”), for [...***...] Program I and [...***...]
Program II;


 


WHEREAS, the parties desire to extend the Collaborative
Period with respect to Senomyx [...***...] Compounds; and


 


WHEREAS, the parties have agreed to amend the First
Collaboration Agreement on the terms set forth herein and enter into this Fourth
Amendment for the purpose of documenting such amendment as required by Section 17.7
of the First Collaboration Agreement;


 


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


 


AGREEMENT


 


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


 


“Collaborative Period” means (i) in
the case of [...***...] Program I the period beginning on the Effective Date and
ending three (3) years thereafter; and (ii) in the case of [...***...]
Program II the period beginning on the Effective Date and ending four (4) years
thereafter, unless extended by Ajinomoto as provided above.


 


2.             [...***...] for [...***...]
Program II within [...***...]
of the Fourth Amendment Effective Date.  After
[...***...], the Steering
Committee will decide whether it approves the same.


***Confidential Treatment Requested


 

















 


3.             Section 3.3(C) of
the First Collaboration Agreement is hereby amended and restated in its
entirety as follows:


 


“(C)         Extension of the Collaborative Period.  The original three (3) year
Collaborative Period for [...***...]
Program II is extended for one (1) year, and thereafter, Ajinomoto shall
have three (3) consecutive options (“Extension Options”) to extend the
Collaborative Period for [...***...]
Program II each for consecutive one (1) year periods following the fourth
year of the Collaborative Period.  If
Ajinomoto chooses to extend the Collaborative Period for [...***...] Program II, Ajinomoto must notify Senomyx at least [...***...] prior to expiration of the Collaborative Period.  In such event, the Collaborative Period of [...***...] Program II shall be extended for one (1) year; provided,
however, that in no event shall the Research Fee in the Collaborative Period so
extended [...***...]”


 


4.             The fourth sentence of Section 7.3
of the First Collaboration Agreement is hereby replaced with the following two
sentences:


 


“The Research Fees for the
third year of the Collaborative Program shall be [...***...].  The Research Fees for the fourth year of the
Collaborative Program shall be [...***...],
and thereafter, the same will be decided through good faith negotiations
between Senomyx and Ajinomoto.”


 


5.             By this Fourth Amendment, [...***...]
hereby agrees to reimburse [...***...] for all actual and
reasonable out-of-pocket costs incurred by [...***...] for [...***...] from [...***...]
Program II in an amount not to exceed [...***...],
subject to [...***...] receipt from [...***...] of reasonably persuasive written evidence of such costs.  [...***...]. 
[...***...] will share [...***...] with [...***...], which will be considered
Confidential Information of [...***...] under the First Collaboration Agreement.


 


6.             Except as specifically
amended by this Fourth Amendment, the terms and conditions of the First
Collaboration Agreement shall remain
unchanged and in full force and effect.


 


7.             The parties will agree upon
a press release to announce the execution of this Fourth Amendment and its material terms, the form of which press release is attached
as Appendix A to this Fourth Amendment.  After issuance of such press release, Ajinomoto and Senomyx may
each disclose to third parties the information contained in such press release
without the need for further approval by the other party.


***Confidential Treatment Requested


 


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8.             This Fourth Amendment will
be governed by the laws of the [...***...], as such laws are applied to contracts
entered into and to be performed entirely within such State.


 


9.             This Fourth Amendment shall
be effective as of the date first written above.


 


10.           This Fourth Amendment may be
executed in two counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the
parties, through their authorized officers, have executed this Fourth Amendment
as of the date set forth hereinabove.


 


 


	
  SENOMYX,
  INC. 

  	
   

  	
  AJINOMOTO
  CO., INC. 

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kent Snyder  

  	
   

  	
  By:

  	
  /s/ Kiyoshi Miwa  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Kent Snyder 

  	
   

  	
  Name:

  	
  Kiyoshi Miwa 

  
	
  Title:

  	
  President and Chief
  Executive Officer

  	
   

  	
  Title:

  	
  Member of the
  Board & Corporate Vice President  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  3/23/09

  	
   

  	
  Date:

  	
  3/23/2009

  



 


***Confidential Treatment Requested


 


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APPENDIX
A

FORM OF PRESS RELEASE


 





 


SENOMYX ANNOUNCES THE EXTENSION OF ITS COLLABORATIVE RESEARCH,
DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT WITH AJINOMOTO CO., INC.


 


SAN DIEGO, CA — March X,
2009  — Senomyx, Inc. (NASDAQ: SNMX),
a leading company focused on using proprietary technologies to discover and
develop novel flavor ingredients for the food, beverage, and ingredient supply
industries, announced today the extension of one of its discovery and development
programs with Ajinomoto Co., Inc., which was originally established in March 2006.  The two companies will continue to work
together on an exclusive basis on the discovery, development and
commercialization of new flavor ingredients for use in the soup, sauce and
culinary aids, noodles, and bouillon product categories in Asia.  This discovery and development program has
been extended for one year with three consecutive options of one year each that
could further extend the collaboration. Under the terms of the extension,
discovery and development funding paid by Ajinomoto to Senomyx will be at a
higher level than for previous years. In addition, Senomyx is entitled to
specified payments upon the achievement of milestones and royalty payments
based on sales of Ajinomoto products containing any flavor ingredients
developed under the agreement.  This
extension does not impact the companies’ activities with existing flavor
ingredients covered by the collaborative agreement.


 


“Senomyx
welcomes the opportunity to continue to work with Ajinomoto, a leading
worldwide manufacturer of food and culinary products, to discover and
commercialize new flavor ingredients,” said Kent Snyder, President and Chief
Executive Officer of Senomyx.  “Ajinomoto
is a Japan-based global company and we are pleased to extend our collaboration
with them to take advantage of their leading position in the Asian market.”


 


About Senomyx, Inc. (www.senomyx.com)


Senomyx
is a leading company using proprietary taste receptor technologies to discover
and develop novel flavor ingredients in the savory, sweet, salt, bitter, and
cooling areas.  Senomyx has entered into
product discovery, development, and commercialization collaborations with seven
of the world’s foremost food, beverage, and ingredient supply companies:
Ajinomoto Co., Inc., Cadbury plc, Campbell Soup Company, The Coca-Cola
Company, Firmenich SA, Nestlé SA, and Solae. 
Nestlé is currently marketing products that contain one of Senomyx’s
flavor ingredients.  For more
information, please visit www.senomyx.com.


 


Forward-Looking Statements


Statements
contained in this press release regarding matters that are not historical facts
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Because such statements are subject to risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Such statements include, but are
not limited to, statements regarding: Senomyx’s ability to identify and develop
novel flavor ingredients that provide a sufficiently potent effect; the
capabilities of Senomyx’s flavor ingredients, Senomyx’s ability, or Senomyx’s
collaborators’ ability, to commercialize products incorporating Senomyx’s
flavor ingredients in foods and culinary products; the duration of Senomyx’s
collaborative, research, development, commercialization and license agreement
with Ajinomoto and whether Ajinomoto will elect its option to extend the
collaboration for any additional periods and Senomyx’s right to receive
research fees, milestone payments and royalties under its agreements with its
collaborators. Risks that contribute to the uncertain nature of the
forward-looking statements include: Senomyx is dependent on its product discovery
and development collaborators for all of Senomyx’s revenue; Senomyx is
dependent on its current and any future product discovery and development
collaborators to develop and commercialize any flavor ingredients Senomyx may
discover; Senomyx may be unable to develop flavor ingredients useful for
formulation into products; Senomyx or its collaborators may be unable to obtain
and maintain the regulatory approval required for flavor ingredients to be
incorporated into products that are sold; even if Senomyx or its collaborators
receive a regulatory approval and incorporate Senomyx flavor ingredients


 


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into
products, those products may never be commercially successful; and Senomyx’s
ability to compete in the flavor ingredients market may decline if Senomyx does
not adequately protect its proprietary technologies. These and other risks and
uncertainties are described more fully in Senomyx’s most recently filed SEC
documents, including its Annual Report on Form 10-K, under the headings “Risks
Related to Our Business” and “Risks Related to Our Industry.” All
forward-looking statements contained in this press release speak only as of the
date on which they were made. Senomyx undertakes no obligation to update such
statements to reflect events that occur or circumstances that exist after the
date on which they were made.


 


Contact:


Gwen
Rosenberg


Senomyx, Inc.


Vice
President, Investor Relations & Corporate Communications


(858)
646-8369


gwen.rosenberg@senomyx.com


 


####


 


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