Exhibit 10.2


 


CONFIDENTIAL


 


***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.


 


SECOND AMENDMENT

TO THE

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT


 


THIS
SECOND AMENDMENT TO THE COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (the
“Second Amendment”)
is made by and between SENOMYX, INC.
(“Senomyx”),
a Delaware corporation, having a principal place of business at 11099 North
Torrey Pines Road, La Jolla, California 92037, and KRAFT FOODS GLOBAL, INC., a Delaware corporation
(collectively, “Kraft”)
having offices at 801 Waukegan Road, Glenview, IL 60025.


 


WHEREAS,
Senomyx and Kraft entered into that certain Collaborative Research and License
Agreement dated as of December 6, 2000, as amended by that certain First
Amendment dated May 2, 2002, (collectively, the “Agreement”); and


 


 WHEREAS
Senomyx and Kraft wish to amend the Agreement to extend the Collaborative
Period for the [***] Phase in the manner set forth in this Second Amendment and
otherwise to provide for certain agreements by the parties as set forth herein (capitalized
terms used but not otherwise defined in this Second Amendment shall have the
meanings given such terms in the Agreement).


 


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


 


1.                                      The
following definitions of Appendix A of the Agreement are hereby amended and
restated herein. All other definitions in the Agreement will remain unchanged.


 


“Collaborative
Period” means (i) in the case of the [***] Phase the period
beginning on the Effective Date and ending three (3) years thereafter,
unless terminated earlier in accordance with Section 15; (ii) in the
case of the [***] Phase the period beginning on the Effective Date and ending
three (3) years thereafter, unless terminated earlier in accordance with Section 15;
and (iii) in the case of the [***] Phase, the period beginning on the
First Amendment Effective Date and ending July 30, 2005, unless terminated
earlier in accordance with Section 15.


 


“Dessert
Category” means (i) [***] and [***] desserts; and (ii) [***]
and [***] desserts.


 


“[***]
Category” means [***].


 










***
Confidential Treatment Requested


 


1





















 


“Field III”
means the [***] Category and the Dessert Category.


 


“[***]
Product(s)” means the following: (i) in the case of the [***]
Category, any product listed under Category A on Appendix C of the Agreement
that incorporates Selected [***] Compounds; and (ii) in the case of the
Dessert Category, [***] that incorporates Selected [***] Compounds.


 


2.                                      The
following language is hereby added to Section 9.1 of the Agreement:


 


“Beginning on May 2,
2005, with respect to the [***] Phase, Kraft will pay Senomyx at an annual rate
of [***] through the end of the Collaborative Period.  These payments will be made in advance and,
at a minimum, on an equal quarterly basis. 
The first payment will be made within ten (10) days of the
effective date of this Second Amendment. 
These payments are inclusive of overhead, labor, and supplies.  Additional funding, if any, will be proposed
to the Steering Committee and agreed to in writing by the parties.”


 


For avoidance of
doubt, this Section 2 will not affect Kraft’s research funding obligations
through May 1, 2005 under Section 9.1 of the Agreement.


 


3.                                      Section 10.1(A) of
the Agreement is hereby amended and restated in its entirety as follows:


 


“License Grants


 


Senomyx will grant
to Kraft under the Target IP (i) a non-exclusive, nontransferable,
worldwide license to evaluate [***] Compound(s) in Field III; (ii) a
non-exclusive, nontransferable, worldwide license, subject to payment and
diligence provisions, to make, have made and use [***] Products for evaluation in
Field III; (iii) a co-exclusive, with one collaborator of Senomyx,
nontransferable, worldwide license, subject to payment and diligence
provisions, to make, have made, use, have sold and sell, [***] Products in the [***]
Category; and (iv) an exclusive, nontransferable, worldwide license,
subject to payment and diligence provisions, to make, have made, use, have sold
and sell, [***] Products in the Dessert Category.”


 


4.                                      The
Research Plan will be reviewed and updated at the first meeting of the Steering
Committee following the effective date of this Second Amendment.


 


5.                                      Subject
to prior written approval of Kraft, Senomyx will issue a press release to
announce the execution of this Second Amendment and the material terms.
Thereafter, Kraft 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.


 


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


 


7.                                      This
Second Amendment will be governed by the laws of the State of California, as
such laws are applied to contracts entered into and to be performed entirely
within such State.


 










***
Confidential Treatment Requested


 


2





















 


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


 


9.                                      Each
occurrence of “Kraft Foods, Inc.” herein and in the Agreement is hereby
amended to read “Kraft Foods Global, Inc.”


 


IN
WITNESS WHEREOF, the parties have executed this Second Amendment
effective as of April 29, 2005.


 


 


KRAFT FOODS GLOBAL, INC.


 


	
  By:

  	
  /s/ Jean E. Spence

  	
   

  
	
   

  
	
  Title:

  	
    Executive Vice President

  	
   

  
	
   

  
	
  Date:

  	
    April 29, 2005

  	
   

  
	
   

  
	
   

  
	
  SENOMYX, INC.

  
	
   

  
	
  By:

  	
  /s/ Kent Snyder

  	
   

  
	
   

  
	
  Title:

  	
    President and CEO

  	
   

  
	
   

  
	
  Date:

  	
    April 29, 2005

  	
   

  
				



 


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