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
