THIRD AMENDMENT TO THE COLLABORATIVE RESEARCH AND LICENSE AGREEMENTCollaboration Agreement |
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Exhibit 10.2
***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.
THIRD AMENDMENT
THIS THIRD AMENDMENT TO THE COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (the “Third 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 NESTEC, Ltd. ( “Nestlé” ), a Swiss company, having a principal place of business at Avenue Nestlé 55, CH-1800 Vevey, Switzerland.
WHEREAS, Senomyx and Nestlé entered into that certain Collaborative Research and License Agreement dated as of April 18, 2002, as amended by that certain First Amendment dated October 23, 2003 and that Second Amendment dated April 17, 2005, (collectively, the “Agreement” ); and
WHEREAS, the parties wish to amend the Agreement in the manner set forth in this Third Amendment (capitalized terms used but not otherwise defined in this Third 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 added or amended and restated herein. All other definitions in the Agreement will remain unchanged.
“Africa” means the following countries, which list will at all times be subject to U.S. trade embargoes:
“Asia” means the following Asian countries, which list will at all times be subject to U.S. trade embargoes:
“[***] Category” means [***]; provided, however, that the [***] Category does not include [***].
“ Europe ” means the following countries: Austria, Belgium, Cypress, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Poland, Portugal, Russian Federation, Slovakia, Slovenia, Spain, Sweden, Switzerland, The Netherlands, Turkey, Ukraine and the United Kingdom, which list will at all times be subject to U.S. trade embargoes.
“ Latin America ” means the following countries: Argentina, Brazil, Chile, Columbia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Peru, Uruguay, and Venezuela, which list will at all times be subject to U.S. trade embargoes.
“ Middle East ” means the following countries: Bahrain, Dubai, Israel, Jordan, Oman, Qatar, Saudi Arabia, United Arab Emirates and Yemen, which list will at all times be subject to U.S. trade embargoes.
“Oceania” means the following countries: Australia, New Zealand, Papua New Guinea, New Caledonia, Tahiti, Fiji, Vanuatu and the Cook Islands, which list will at all times be subject to U.S. trade embargoes.
“ Pet Food Category ” means all forms of cat and dog foods.
“Regulatory Approval Date” means the date that a regulatory approval is given that will allow the Products to be sold for commercial sale and human consumption in a country.
***Confidential Treatment Requested
“ Relevant Category ” means the [***] Category, or the Dehydrated and Culinary Food Category, or the Wet Soup Category, or the Frozen Food Category, or the Pet Food Category for [***] Products and the Frozen Food Category, or the Dehydrated and Culinary Food Category for [***] Products.
“ [***] Field ” means the [***] Category, the Dehydrated and Culinary Food Category, the Frozen Food Category, the Wet Soup Category and the Pet Food Category and specifically excludes the [***] Category, the [***] Category, and the New Category, except as provided for under Section 3.2. The [***] Field does not include [***].
2. The two first sentences of Section 3.2 of the Agreement are hereby amended and restated in their entirety as follows:
“3.2 Product Development . Upon the Regulatory Approval Date in each country, Nestlé will use its reasonable endeavors to implement and complete a concept and products acceptance test within a period of [***] to ascertain the commercial potential of Products in such country (e.g. product concept development, consumer testing etc). Upon completi |
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