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
240.24b-2.
Execution Copy
FOURTH AMENDMENT
TO
COLLABORATIVE RESEARCH,
DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT
This Fourth Amendment is entered
into as of March 22, 2009 (“Fourth Amendment Effective
Date”), by and between Senomyx, Inc.
(“Senomyx”) and Ajinomoto Co., Inc.
(“Ajinomoto”). Capitalized terms used herein
without definition shall have the meaning provided therefor in the
First Collaboration Agreement (as defined below).
BACKGROUND
WHEREAS, Senomyx and Ajinomoto have
previously entered into that certain Collaborative Research,
Development, Commercialization and License Agreement, effective
March 23, 2006, that certain First Amendment thereto, dated
October 6, 2006, that certain Second Amendment thereto, dated
April 24, 2007, and that certain Third Amendment thereto,
dated August 1, 2007 (collectively, the “First
Collaboration Agreement”), for […***…] Program
I and […***…] Program II;
WHEREAS, the parties desire to
extend the Collaborative Period with respect to Senomyx
[…***…] Compounds; and
WHEREAS, the parties have agreed to
amend the First Collaboration Agreement on the terms set forth
herein and enter into this Fourth Amendment for the purpose of
documenting such amendment as required by Section 17.7 of the
First Collaboration Agreement;
NOW, THEREFORE, in consideration of
the foregoing premises, the parties hereby agree to amend the First
Collaboration Agreement as follows.
AGREEMENT
1.
Appendix A to the First
Collaboration Agreement is hereby amended by either adding or
amending, as provided below, the following definitions:
“ Collaborative Period
” means (i) in the case of […***…] Program
I the period beginning on the Effective Date and ending three
(3) years thereafter; and (ii) in the case of
[…***…] Program II the period beginning on the
Effective Date and ending four (4) years thereafter, unless
extended by Ajinomoto as provided above.
2.
[…***…] for
[…***…] Program II within […***…] of
the Fourth Amendment Effective Date. After
[…***…], the Steering Committee will decide whether
it approves the same.
***Confidential Treatment
Requested
