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 Rule 406
of the Securities Act of 1933, as amended.


 


ANNEX 1


 


FIRST ADDENDUM TO COLLABORATIVE
RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT


 


This First Addendum to the Collaborative Research,
Development, Commercialization and License Agreement (this “Addendum”)
is made and entered into as of September 1, 2008 by and between SOLAE, LLC
(“Solae”), and SENOMYX, Inc. (“Senomyx”).


 


RECITALS


 


A.            Solae and Senomyx are parties to that
certain Collaborative Research, Development, Commercialization and License
Agreement dated as of April 23, 2008 (the “Agreement”),
wherein the parties agreed to certain development and commercialization
arrangements.  Capitalized terms used
herein but not otherwise defined shall have the respective meanings ascribed to
them in the Agreement.


 


B.            Senomyx has achieved the Interim Goal and
the Steering Committee desires that Senomyx perform [...***...] and other research
activities on the [...***...] from the [...***...] (as such activities are defined in
the Agreement), which the Steering Committee understands will require [...***...].


 


C.            Consistent with the additional activities
and understanding of the Steering Committee as set forth in Recital B, the
parties desire to add the following provisions to the Agreement in this
Addendum.


 


1.             Addendum.  The following
provisions shall be added to the Agreement:


 


(a)          Pursuant to Section 7.1 of the
Agreement, the quarterly Research Fees for the period beginning on September 1,
2008 and ending February 28, 2009 will be [...***...]


 


(b)         On or before January 28, 2009, the
Steering Committee will evaluate the results of such [...***...] and research
activities and agree upon the appropriate [...***...] to conduct the Research Plan for
the period following February 28, 2009. 
Such agreement may be pursuant to a Unanimous Written Consent signed by
the members of the Steering Committee, without need for a written Addendum to
the Agreement or further action by the parties to the Agreement


 


(c)          The Updated Research Plan dated September 1,
2008 (the “Updated Plan”) hereby
supersedes and replaces the Research Plan in Appendix “B” of the Agreement.  The Updated Plan is attached hereto and
incorporated herein by reference as the new Appendix “B” of the
Agreement.


 


(d)         From and after the date of this Addendum,
all Research Fees and any revision or update to Appendix “B” shall be agreed
upon by the Steering Committee pursuant to a Unanimous Written Consent signed
by the members of the Steering Committee, without need for a written Addendum
to the Agreement or further action by the parties to the Agreement.  All Unanimous Written Consents shall be
maintained in the records of the Steering Committee, which may be reviewed by
either party at any time.


 


2.             Effect of Addendum; Affirmation.  Each
reference in the Agreement to “the Agreement”, “hereunder”, “hereof’, “herein”,
or words of similar meaning are deemed to refer to the Agreement as amended by
this Addendum.  The parties acknowledge
and confirm that, except as expressly supplemented or amended by this Addendum,
the Agreement remains in full force and effect.


 


3.             Captions; Counterparts.  Captions
contained in this Addendum have been inserted only as a matter of convenience
and in no way define, limit, extend, or describe the scope of this Addendum or
the intent of any provision of this Addendum. 
This Addendum may be executed by the parties hereto on any number of
separate counterparts, each of which shall be deemed an original, but all of
which counterparts taken together shall constitute one and the same instrument.


 


4.             Governing Law.  This
Addendum and the rights and obligations of the parties under this Addendum are
to be governed by and construed and interpreted in accordance with the laws of
the State of Delaware, without regard to choice or conflict of laws rules.


 


[Signature page to follow.]


 

















 


WHEREFORE, the parties hereto have executed this
Addendum as of the day and year first written above.


 


	
  SOLAE, LLC

  	
   

  	
  SENOMYX, INC.

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Jonathan C.
  McIntyre

  	
   

  	
  By 

  	
  /s/ Kent Snyder

  
	
  Print Name: 

  	
  Jonathan C. McIntyre

  	
   

  	
  Print Name:

  	
  Kent Snyder

  
	
  Title: 

  	
  Vice President R&D

  	
   

  	
  Title:

  	
  President, CEO and
  Chairman

  
									



 





 


[The remainder of this page is
intentionally left blank; Appendix “B” to follow.]


 


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APPENDIX “B” — UPDATED PLAN


 


(SEE ATTACHED PAGES)


 


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Confidential


 





 


Updated
Research Plan for a Solae-Senomyx Collaboration


Bitter
Modulation of Soy Protein


September 1,
2008


 


Executive
Summary


 


The
bitter taste of soy protein, and especially hydrolyzed soy protein, affects the
overall taste quality of soy-based products. 
The key molecules in hydrolyzed soy protein responsible for bitter taste
[...***...].  However, work on the bitter
taste [...***...].  The overall goal of this
proposed collaboration between Solae and Senomyx is to discover and develop
taste modulators that can reduce or eliminate the bitter taste of Soy Bitter
Tastants for use in the Soy Protein Field.


 


Humans
have 25 bitter receptors, which are called hT2Rs.  Senomyx has isolated all 25 human bitter
receptors and developed methods to identify the receptor that is activated by a
given bitter tastant.  The first step in
the collaboration will be to [...***...] that is activated [...***...].  Once [...***...] the next step will be to [...***...].  Selected blockers will be evaluated [...***...].  One or more of these compounds will be further
optimized for potency and physical properties into product candidates.


 


A
depiction of the Senomyx Discovery and Development process for discovery of
blockers of Soy Bitter Tastants is shown below:


 


[...***...]


 


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[...***...]


 


Proposed
Product Candidate Goal


 


The
goal of the project is to discover and develop a compound that at a
concentration of [...***...] reduces the bitterness of a soy-based [...***...].  The taste test will be conducted using [...***...].  The goal is to identify a compound that
results in the sample containing the compound [...***...] less bitter than a sample
without the compound.  Other desired
attributes [...***...].


 


***Confidential Treatment
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The
table below outlines the phases, key activities and goals, responsibilities,
and estimated timing for the collaboration.


 


Discovery
and Development Plan


 


[...***...]


 


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[...***...]


 


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Personnel Required for [...***...]
Phase: [...***...]


 


[...***...]


 


Personnel Required for [...***...] Phase:
Commitment from [...***...]


 


[...***...]


 


***Confidential Treatment
Requested


 


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