Exhibit 10.25
***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.
AMENDED AND RESTATED FOURTH
AMENDMENT
TO THE
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
THIS AMENDED AND RESTATED FOURTH
AMENDMENT TO THE COLLABORATIVE RESEARCH AND LICENSE
AGREEMENT (the
“Fourth 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 (
“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, that certain Second Amendment dated April 29, 2005 and that
certain Third Amendment dated July 29, 2005, (collectively, the
“Agreement” ); and
WHEREAS Senomyx and Kraft entered into that certain
Fourth Amendment dated December 9, 2005 and wish to amend and
restate such amendment in its entirety (capitalized terms used but
not otherwise defined in this Fourth 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.
Section 3.1 of the Agreement is
hereby amended to include a new Subsection 3.1.2 as stated herein.
The numbering of all other sections of Article 3 will remain
unchanged.
“[ ***] Phase
.
(A)
Senomyx will perform the activities outlined in the Research Plan
using reasonable efforts and the resources allocated to the [
*** ] Phase under Section 9.1 of the Agreement.
(B)
Within [ *** ] of receipt of the report regarding the [
*** ] Compounds, Kraft will perform sensory testing and
other evaluations on a limited number of the [ *** ]
Compounds and may select a [ *** ] Compound(s) for further
development by notifying Senomyx of such selection in writing by
the end of such [ *** ]. Such [ *** ] may
be
***Confidential Treatment Requested.
extended by agreement; such
agreement will not be unreasonably withheld. [ *** ]
Compounds, if any, chosen for further development become Selected [
*** ] Compounds.
(C)
Senomyx’s research obligations
during the [ *** ] Phase will be completed upon
Senomyx’s submission of a written report to Kraft regarding
up to [ *** ] Compounds. The goal of the Collaborative
Program is for the [ *** ] Compounds to be [ *** ].
If necessary, Senomyx may provide additional optimization as agreed
to in writing by the parties and approved by the Steering
Committee.”
2.
The following language is hereby
added to Section 3.3(C) of the Agreement:
“With respect to the [
*** ] Phase, Senomyx shall be responsible for up to [
*** ] of the first Selected [ *** ] Compound under
the Collaborative Program. If [ *** ] associated with the [
*** ] of the first Selected [ *** ] Compounds exceed
[ *** ] as documented by Senomyx, then Senomyx and Kraft
will [ *** ] in any [ *** ], provided, however, that
if Senomyx is also reimbursed for [ *** ] for such Selected
[ *** ] Compound by any third party collaborator(s) [
*** ], then Kraft will only be responsible for [ ***
] of the [ *** ]. Kraft will be responsible for all [
*** ], provided, however, that if Senomyx is also reimbursed
for [ *** ] for such additional Selected [ *** ]
Compounds by any third party collaborator(s) [ *** ], then
Kraft will only be responsible for [ ***
].”
The remainder of Section 3.3(C) will
remain unchanged.
3.
The following language is hereby
added to Section 9.1 of the Agreement:
“Beginning on the Fourth
Amendment Effective Date, 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 for the [ *** ] Phase will be made within [
*** ] of the effective date of this Fourth 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 the avoidance of doubt, this
Section 3 will not affect Kraft’s research funding
obligations with respect to the [ *** ] Enhancer
Phase.
4.
Section 9.1 of the Agreement is
hereby amended to include a new Subsection 9.1.1 as stated
herein.
“ Initial License Fee .
With respect to the [ *** ] Phase, Kraft will pay to Senomyx
an initial license fee of [ *** ] within [ *** ] of
the Fourth Amendment Effective Date. Such license fee shall be
non-refundable and non-creditable.”
5.
Section 9.2 of the Agreement is
hereby amended and restated to include a new Subsection 9.2.1 as
stated herein.
***Confidential Treatment Requested.
“[ ***] Phase . Kraft
will pay Senomyx the following non-creditable, non-refundable
milestone payments for the [ ***] Phase within [ ***
] of notification of the following milestone events:
(i)
[ *** ] upon the selection of
the [ *** ];
(ii) [ *** ] upon the first [
*** ]; and
(iii) [ *** ] upon the [
*** ].
Notwithstanding the foregoing, [
*** ] shall be [ *** ].”
For the avoidance of doubt, the
milestones for the [ *** ] Enhancer Phase will remain
unchanged.
6.
Section 9.3.2 is hereby added to the
Agreement as follows:
“ Royalty for [***]
Products.
(A)
Royalty . Kraft will pay to Senomyx an earned royalty
equal to [ *** ] of total annual Net Sales of [ *** ]
Products during the Royalty Term beginning on the date that Patent
Rights Controlled by S
