Exhibit 10.2


 





 


December 6, 2007


 


David Berger


5424 Waverly Avenue


La Jolla, CA  92037


 


Dear David:


 


We are pleased to extend to you an offer to
join Senomyx, Inc. (the “Company”) as
our Vice President, General Counsel and Corporate Secretary.  The following terms apply and will constitute
your employment agreement with the Company (the “Agreement”).


 


1.                                      EMPLOYMENT.


 


1.1                               Term.  The
term of this Agreement shall begin on your first day of employment, currently
scheduled for January 7, 2008, and shall continue until terminated in
accordance with Section 4 herein.


 


1.2                               Title.  You shall have the title of Vice President,
General Counsel and Corporate Secretary of the Company and shall report to the
Chief Executive Officer of the Company. 
You shall serve in such other capacity or capacities as the Company may
from time to time prescribe.


 


1.3                               Duties.  You shall do and perform all services,
acts or things necessary or advisable to manage and conduct the business of the
Company and which are normally associated with the position of Vice President,
General Counsel and Corporate Secretary, consistent with the bylaws of the
Company.  As a Company employee, you will
be expected to comply with Company policies and acknowledge in writing that you
have read the Company’s Employee Handbook. 
The Company’s Employee Handbook may be modified from time to time at the
sole discretion of the Company.


 


1.4                               Location.  Unless otherwise agreed in writing, you shall
perform services pursuant to this Agreement at the Company’s offices located in
San Diego, California, or at any other place at which the Company maintains an
office; provided, however, that the Company may from time to time require you
to travel temporarily to other locations in connection with the Company’s
business.


 


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2.                                      LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.


 


2.1                               Loyalty.  During your employment by the Company you
shall devote your full business energies, interest, abilities and productive
time to the proper and efficient performance of your duties under this
Agreement.


 


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


 


2.3                               Agreement
not to Participate in Company’s Competitors.  During your employment by the Company, you
agree not to acquire, assume or participate in, directly or indirectly, any
position, investment or interest known by you to be adverse or antagonistic to
the Company, its business or prospects, financial or otherwise or in any
company, person or entity that is, directly or indirectly, in competition with
the business of the Company or any of its Affiliates.  Ownership by you, as a passive investment, of
less than two percent (2%) of the outstanding shares of capital stock of any
corporation with one or more classes of its capital stock listed on a national
securities exchange or publicly traded on the Nasdaq Stock Market or in the
over-the-counter market shall not constitute a breach of this paragraph.


 


3.                                      COMPENSATION.


 


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


 


3.2                               Bonus.  In addition to your base salary, you will
be eligible to receive an annual discretionary bonus as determined by the Board.
The target bonus payout will be equal to thirty percent (30%) of your then
current base salary based upon your performance against specific milestones to
be defined by the Company (pro-rated for 2008 based upon your actual employment
start date).


 


3.3                               Stock
Options.  You shall be granted,
pursuant to the terms of the Company’s 2004 Equity Incentive Plan, as amended
(the “Plan”), an option to purchase up to 


 


2

















 


one-hundred
thousand (100,000) shares of the common stock of the Company (the “Option”).  In
accordance with the Company’s Stock Option Grant Policy, the Option shall be
granted effective as of the first 15th of
the month following your employment start date (the “Grant Date”).  The Option shall be an incentive stock option
to the extent permitted by applicable Federal income tax law.  The exercise price of the Option will be
equal to the fair market value of the common stock of the Company on the Grant
Date (determined in accordance with the terms of the Plan). The Option will
vest over four (4) years so long as you provide service to the company in
accordance with the Plan, with twenty-five percent (25%) of the total shares
subject to the Option vesting at the end of the one-year anniversary of the
Grant Date and thereafter an additional 1/48th of
the total shares subject to the Option vesting on each one-month anniversary of
the one-year anniversary of the Grant Date. 
The Option will be governed by a separate Stock Option Agreement and the
Plan.


 


3.4                               Employment
Taxes.  All of your compensation
shall be subject to customary withholding taxes and any other employment taxes
as are commonly required to be collected or withheld by the Company.


 


3.5                               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 with Company policy and the terms of the applicable plan documents,
be eligible to participate in other benefits plans made available to the
Company’s management employees.


 


4.                                      TERMINATION.


 


4.1                               Termination
by the Company.  You shall be an
at-will employee.  The Company may
terminate your employment under this Agreement at any time and for any reason
or for no reason, with or without cause. 
Subject to the terms of the Change in Control Agreement to be entered
into on your employment start date between you and the Company (the “Change in Control Agreement”), if
your employment shall be terminated by the Company, the Company shall pay the
your base salary and accrued and unused vacation benefits earned through the
date of termination at the rate in effect at the time of termination, less
standard deductions and withholdings, and the Company shall thereafter have no
further obligations to you under this Agreement.


 


4.2                               Termination
By You.  As an at-will employee, you
may resign your employment at any time. 
You agree to give the Company thirty (30) days advance written notice of
any such resignation, delivered to the Chief Executive Officer of the
Company.  Subject to the terms of the
Change in Control Agreement, upon such resignation, the Company shall pay you
your base salary and accrued and unused vacation earned through the date upon
which the Company, in its sole discretion, accepts such resignation, and you
shall not be entitled to any other benefit or compensation and the Company
shall have no further obligations to you under this Agreement.


 


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4.3                               Termination
by Mutual Agreement of the Parties. 
Your employment pursuant to this Agreement may be terminated at any time
upon mutual agreement, in writing.  Any
such termination of employment shall have the consequences specified in such
writing.


 


4.4                               Survival of Certain
Provisions.  Sections 2.2 and 5 shall
survive the termination of this Agreement.


 


5.                                      CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.


 


5.1                               As
a condition of employment you agree to execute and abide by the Company’s
standard Proprietary Information and Inventions Agreement, attached hereto as
Annex A.


 


5.2                               While
employed by the Company and for one (1) year thereafter, you agree that in
order to protect the Company’s trade secrets and confidential and proprietary
information from unauthorized use, you will not, either directly or through
others, solicit or attempt to solicit any employee, consultant or independent
contractor of the Company to terminate his or her relationship with the Company
in order to become an employee, consultant or independent contractor to or for
any other person or business entity.


 


6.                                      ASSIGNMENT AND BINDING EFFECT.


 


This Agreement
shall be binding upon and inure to the benefit of you and your heirs,
executors, personal representatives, assigns, administrators and legal
representatives.  Because of the unique
and personal nature of your duties under this Agreement, neither this Agreement
nor any rights or obligations under this Agreement shall be assignable by you.  This Agreement shall be binding upon and
inure to the benefit of the Company and its successors, assigns and legal
representatives.


 


7.                                      CHOICE OF LAW.


 


This Agreement
shall be construed and interpreted in accordance with the internal laws of the
State of California.


 


8.                                      INTEGRATION.


 


This Agreement,
including Annex A and the Change in Control Agreement, contains the complete,
final and exclusive agreement of the parties hereto relating to the terms and
conditions of your employment and the termination of your employment, and
supersedes all prior and contemporaneous oral and written employment agreements
or arrangements between the parties hereto. To the extent this Agreement
conflicts with the Proprietary Information and Inventions Agreement attached as
Annex A hereto, the Proprietary Information and Inventions Agreement
controls.


 


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9.                                      AMENDMENT.


 


This Agreement
cannot be amended or modified except by a written agreement signed by you and
the Chairman of the Board of the Company.


 


10.                               WAIVER.


 


No term,
covenant or condition of this Agreement or any breach thereof shall be deemed
waived, except with the written consent of the party hereto against whom the
wavier is claimed, and any waiver or any such term, covenant, condition or
breach shall not be deemed to be a waiver of any preceding or succeeding breach
of the same or any other term, covenant, condition or breach.


 


11.                               SEVERABILITY.


 


The finding by
a court of competent jurisdiction of the unenforceability, invalidity or
illegality of any provision of this Agreement shall not render any other
provision of this Agreement unenforceable, invalid or illegal.  Such court shall have the authority to modify
or replace the invalid or unenforceable term or provision with a valid and
enforceable term or provision which most accurately represents the intention of
the parties hereto with respect to the invalid or unenforceable term or
provision.


 


12.                               INTERPRETATION; CONSTRUCTION.


 


The headings
set forth in this Agreement are for convenience of reference only and shall not
be used in interpreting this Agreement. 
This Agreement has been drafted by legal counsel representing the
Company, but you have been encouraged to consult with, and have consulted with,
your own independent counsel and tax advisors with respect to the terms of this
Agreement.  The parties hereto acknowledge
that each party hereto and its counsel has reviewed and revised, or had an
opportunity to review and revise, this Agreement, and any rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement.


 


13.                               REPRESENTATIONS AND WARRANTIES.


 


You represent
and warrant that you are not restricted or prohibited, contractually or
otherwise, from entering into and performing each of the terms and covenants
contained in this Agreement, and that your execution and performance of this
Agreement will not violate or breach any other agreements between you and any
other person or entity.


 


14.                               COUNTERPARTS.


 


This Agreement
may be executed in two counterparts, each of which shall be deemed an original,
all of which together shall contribute one and the same instrument.


 


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15.                               LITIGATION COSTS.


 


Should any
claim be commenced between the parties hereto or their personal representatives
concerning any provision of this Agreement or the rights and duties of any
person in relation to this Agreement, the party hereto prevailing in such
action shall be entitled, in addition to such other relief as may be granted to
a reasonable sum as and for that party’s attorney’s fees in such action.


 


16.                               ELIGIBILITY.


 


As required by
law, this offer and Agreement is subject to satisfactory proof of your right to
work in the United States.


 


If you accept employment on the
terms described above, please sign and date this letter in the space provided
below and return it to me no later than December 11, 2007.  After such date this offer shall lapse.


 


We look forward to
your favorable reply and to a productive and enjoyable working relationship.


 


Sincerely,


 


	
  Senomyx, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /S/ KENT SNYDER

  	
   

  
	
   

  	
   

  
	
  Name: Kent Snyder

  	
   

  
	
   

  	
   

  
	
  Title: President and Chief Executive Officer

  	
   

  
			



 


 


	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /S/ DAVID BERGER

  	
   

  
	
  DAVID BERGER

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: 

  	
  Dec. 11, 2007

  	
   

  
			



 


6
















 


ANNEX A


 


SENOMYX, INC.


 


EMPLOYEE PROPRIETARY INFORMATION


 


AND INVENTIONS AGREEMENT


 


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


 


1.                                      NONDISCLOSURE


 


1.1                               Recognition of Company’s Rights;
Nondisclosure.  At all times during my employment and
thereafter, I will hold in strictest confidence and will not disclose, use,
lecture upon or publish any of the Company’s Proprietary Information (defined
below), except as such disclosure, use or publication may be required in
connection with my work for the Company, or unless an officer of the Company
expressly authorizes such in writing.  I
will obtain Company’s written approval before publishing or submitting for
publication any material (written, verbal, or otherwise) that relates to my
work at Company and/or incorporates any Proprietary Information.  I hereby assign to the Company any rights I
may have or acquire in such Proprietary Information and recognize that all
Proprietary Information shall be the sole property of the Company and its
assigns.


 


1.2                               Proprietary Information.  The term “Proprietary
Information” shall mean any and all confidential and/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 for research, 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 and compensation 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 I wish.


 


1.3                               Third Party Information.  I
understand, in addition, that the Company has received and in the future will
receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty
on the Company’s part to maintain the confidentiality of such information and
to use it only for certain limited purposes. 
During the term of my employment and thereafter, I will hold Third Party
Information in the strictest confidence and will not disclose to anyone (other
than Company personnel who need to know such information in connection with
their work for the Company) or use, except in connection with my work for the
Company, Third Party Information unless expressly authorized by an officer of
the Company in writing.


 


1.4                               No Improper Use of Information of
Prior Employers and Others.  During my
employment by the Company I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employer 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 documents or any
property belonging to any former employer or any other person to whom I have an
obligation of confidentiality unless consented to in writing by that former
employer or person.  I will use in the
performance of my duties only information which is generally known and used by
persons with training and experience comparable to my own, which is common
knowledge in the industry or otherwise legally in the public domain, or which
is otherwise provided or developed by the Company.


 


2.                                      ASSIGNMENT OF
INVENTIONS.


 


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


 


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


 

















 


preclude any possible uncertainty, I have set forth on
Exhibit B (Previous
Inventions) attached hereto a complete list of all Inventions that I have,
alone or jointly with others, conceived, developed or reduced to practice or
caused to be conceived, developed or reduced to practice prior to the
commencement of my employment with the Company, that I consider to be my
property or the property of third parties and that I wish to have excluded from
the scope of this Agreement (collectively referred to as “Prior Inventions”).  If disclosure of any such Prior Invention
would cause me to violate any prior confidentiality agreement, I understand
that I am not to list such Prior Inventions in Exhibit B
but am only to disclose a cursory name for each such invention, a listing of
the party(ies) to whom it belongs and the fact that full disclosure as to such
inventions has not been made for that reason. A space is provided on Exhibit B for such purpose.  If no such disclosure is attached, I
represent that there are no Prior Inventions. 
If, in the course of my employment with the Company, I incorporate a
Prior Invention into a Company product, process or machine, the Company is
hereby granted and shall have a nonexclusive, royalty-free, irrevocable,
perpetual, worldwide license (with rights to sublicense 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, or permit to be incorporated,
Prior Inventions in any Company Inventions without the Company’s prior written
consent.


 


2.3                               Assignment of Inventions. 
Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in
the future (when any such Inventions or Proprietary Rights are first reduced to
practice or first fixed in a tangible medium, as applicable) to the Company all
my right, title and interest in and to any and all Inventions (and all
Proprietary Rights with respect thereto) whether or not patentable or
registrable under copyright or similar statutes, made or conceived or reduced
to practice or learned by me, either alone or jointly with others, during the
period of my employment with the Company. 
Inventions assigned to the Company, or to a third party as directed by
the Company pursuant to this Section 2, are hereinafter referred to as “Company Inventions.”


 


2.4                               Nonassignable Inventions. 
This Agreement does not apply to an Invention which qualifies fully as a
nonassignable Invention under Section 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 acknowledges receipt of the
notification.


 


2.5                               Obligation to Keep Company Informed. 
During the period of my employment and for six (6) months after
termination of my employment with the Company, I will promptly disclose to the
Company fully and in writing all Inventions authored, conceived or reduced to
practice by me, either alone or jointly with others.  In addition, I will promptly disclose to the
Company all patent applications filed by me or on my behalf within a year after
termination of employment.  At the time
of each such disclosure, I will advise the Company in writing of any Inventions
that I believe fully qualify for protection under Section 2870; and I will
at that time provide to the Company in writing all evidence necessary to
substantiate that belief.  The Company
will keep in confidence and will not use for any purpose or disclose to third
parties without my consent any confidential information disclosed in writing to
the Company pursuant to this Agreement relating to Inventions that qualify
fully for protection under the provisions of Section 2870.  I will preserve the confidentiality of any
Invention that does not fully qualify for protection under Section 2870.


 


2.6                               Government or Third Party.  I
also agree to assign all my right, title and interest in and to any particular
Company Invention to a third party, including without limitation the United
States, as directed by the Company.


 


2.7                               Works for Hire.  I
acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which are
protectable by copyright are “works made for hire,” pursuant to United States
Copyright Act (17 U.S.C., Section 101).


 


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


 

















 


all countries shall continue beyond the termination of
my employment, but the Company shall compensate me at a reasonable rate after
my termination for the time 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 in connection with the actions specified in
the preceding paragraph, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact,
which appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by me. 
I hereby waive and quitclaim to the Company any and all claims, of any
nature whatsoever, which I now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to the Company.


 


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


 


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


 


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


 


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


 


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


 


8.                            NOTICES. 
Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified below or at such other address as
the party shall specify in writing.  Such
notice shall be deemed given upon personal delivery to the appropriate address
or if sent by certified or registered mail, three (3) days after the date
of mailing.


 


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


 


10.                               GENERAL PROVISIONS.


 


10.1                        Governing Law; Consent to Personal
Jurisdiction.  This Agreement will be governed by and
construed according to the laws of the State of California, as such laws are
applied to agreements entered into and to be performed entirely within
California between California residents. 
I hereby expressly consent to the personal jurisdiction of the state and
federal courts located in San Diego County, California for any lawsuit filed there
against me by Company arising from or related to this Agreement.


 


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


 

















 


unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect the
other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein.  If moreover, any one or more of
the provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, it
shall be construed by limiting and reducing it, so as to be enforceable to the
extent compatible with the applicable law as it shall then appear.


 


10.3                        Successors and Assigns. 
This Agreement will be binding upon my heirs, executors, administrators
and other legal representatives and will be for the benefit of the Company, its
successors, and its assigns.


 


10.4                        Survival. 
The provisions of this Agreement shall survive the termination of my
employment and the assignment of this Agreement by the Company to any successor
in interest or other assignee.


 


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


 


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


 


10.7                        Entire Agreement. 
The obligations pursuant to Sections 1 and 2 of this Agreement shall
apply to any time during which I was previously employed, or am in the future
employed, by the Company as a consultant if no other agreement governs
nondisclosure and assignment of inventions during such period.  This Agreement is the final, complete and
exclusive agreement of the parties with respect to the subject matter hereof
and supersedes and merges all prior discussions between us.  No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be effective
unless in writing and signed by the party to be charged.  Any subsequent change or changes in my
duties, salary or compensation will not affect the validity or scope of this
Agreement.


 


This Agreement shall be
effective as of the first day of my employment with the Company, namely January 7,
2008.


 


I HAVE
READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.  I HAVE COMPLETELY FILLED OUT EXHIBIT B
TO THIS AGREEMENT.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Printed Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED TO:

  	
   

  
	
   

  	
   

  
	
  SENOMYX, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  



 

















 


EXHIBIT A


 


LIMITED EXCLUSION NOTIFICATION


 


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


 


1.                                                 Relate at the time of conception or
reduction to practice of the invention to the Company’s business, or actual or
demonstrably anticipated research or development of the Company;


 


2.                                                 Result from any work performed by you for
the Company.


 


To the extent a provision
in the foregoing Agreement purports to require you to assign an invention
otherwise excluded from the preceding paragraph, the provision is against the
public policy of this state and is unenforceable.


 


This limited exclusion
does not apply to any patent or invention covered by a contract between the
Company and the United States or any of its agencies requiring full title 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)

  	
   

  	
   

  



 

















 


EXHIBIT B


 


	
  TO:

  	
  SENOMYX, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  



 


SUBJECT:                 Previous Inventions


 


1.                                       Except as listed in Section 2 below,
the following is a complete list of all inventions or improvements relevant to
the subject matter of my employment by SENOMYX,
INC. (the “Company”) that
have been made or conceived or first reduced to practice by me alone or jointly
with others prior to my engagement by the Company:


 


	
  o

  	
  No inventions or improvements.

  
	
   

  	
   

  
	
  o

  	
  See below:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


o                          Additional sheets attached.


 


2.                                       Due to a prior confidentiality agreement,
I cannot complete the disclosure under Section 1 above with respect to
inventions or improvements generally listed below, the proprietary rights and
duty of confidentiality with respect to which I owe to the following party(ies):


 


	
   

  	
  Invention
  or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


o                          Additional sheets attached.