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.
Execution Copy
FIFTH AMENDMENT
TO THE
COLLABORATIVE
RESEARCH AND LICENSE
AGREEMENT
BETWEEN SENOMYX AND
CAMPBELL
This Fifth Amendment (the
“Fifth Amendment”) is entered into as of March 27,
2009 (the “Fifth Amendment Effective Date”), by and
between Senomyx, Inc. (“Senomyx”) and
Campbell Soup Company (“Campbell”).
WHEREAS, Senomyx and Campbell
entered into that certain Collaborative Research and License
Agreement dated March 28, 2001, as amended by that certain
First Amendment dated July 26, 2002, that certain Second
Amendment dated November 5, 2002, that certain Third Amendment
dated February 19, 2004 and that certain Fourth Amendment
dated February 24, 2006 (collectively, the
“Agreement”), (capitalized terms used but not otherwise
defined in this Fifth Amendment shall have the meaning given such
terms in the Agreement); and
WHEREAS, Senomyx and Campbell desire
to amend the Agreement in the manner set forth in this Fifth
Amendment;
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.
Appendix A to the Agreement is
hereby amended by either adding or amending, as provided below, the
following definitions:
“Collaborative Period”
means the period beginning on the Effective Date and ending upon
March 28, 2010, unless terminated earlier in accordance with
Section 3.2 or 13 or extended upon proper exercise of an
Extension Option.
“Extension Option” has
the meaning set forth in Section 7.1 of this
Agreement.
“Proof of Concept” means
identification of at least one Compound that provides
[…***…] to a Senomyx sensory panel and confirmed and
validated by a Campbell-conducted sensory panel and
[…***…]. As an example, a
[…***…].
“Taste Effect” as used
herein means identification of at least one Compound that provides
[…***…] […***…]. As an example,
[…***…].
***Confidential Treatment
Requested
2.
The following language is hereby
added to Section 2 of the Agreement:
“During the seventh year of
the Collaborative Period and through the remainder of the Term, the
parties shall conduct two in-person Steering Committee meetings
(one at each party’s location) and two video conference
Steering Committee meetings annually.”
3.
The following language is hereby
added to the end of the first paragraph of Section 3.3 of the
Agreement:
“The parties further
acknowledge that (i) the specific products launched within the
Field shall be commercially reasonable based on
[…***…], (ii) that the specific products
actually commercialized may change over time to reflect changing
market conditions, new product introductions and/or product
discontinuations in one more geographic territories and
(iii) as a consequence of the foregoing, it is possible that
[…***…], as amended from time to
time.”
4.
Section 7.1 of the Agreement is
hereby amended such that for the seventh year of the Collaborative
Period, Campbell will pay Senomyx […***…] for
research support. Such payment is earned and accrued as of
the Fifth Amendment Date and shall be payable by Campbell on or
before August 15, 2009. Such payment will be used by
Senomyx for the Collaborative Program.
5.
The following language is hereby
added to the end of Section 7.1 of the Agreement:
“The parties hereby agree that
Campbell will have the option to extend the Collaborative Period of
the Agreement upon the following terms and conditions:
7.1.1.
Campbell shall have three
(3) consecutive options (“Extension Options”) to
extend the Collaborative Period each for consecutive one
(1) year periods following the seventh year of the
Collaborative Period. In the event Campbell elects to
exercise an Extension Option, the Collaborative Period shall be
extended on the same terms and conditions as set forth in the
Agreement, subject to a potential increase in funding of research
support in accordance with Sections 7.1.2 through 7.1.4. The
Extension Options herein granted are not assignable separate and
apart from this Agreement.
***Confidential Treatment
Requested
7.1.2.
Each Extension Option is conditional
upon: (i) Campbell providing Senomyx written notice of
its election to exercise the Extension Option […***…]
prior to the end of the Collaborative Period or any prior extension
thereof; and (ii) Campbell paying to Senomyx a non-refundable
non-creditable lump sum payment of […***…] for
research support for each one year extension, which shall be
subject to adjustment in the case of achievement of Taste Effect
and/or Proof of Concept as described below. Such payments
will be used by Senomyx for the Collaborative Program and shall be
payable by Campbell […***…] of the date of written
notification under (i) above; provided , however
, if research support is adjusted upward in the case of achievement
of Taste Effect and/or Proof of Concept as provided below, such
payments may be made in equal installments on a quarterly basis
during the applicable annual period. Failure of Campbell to
properly notify Senomyx or to timely pay the research support
payment pursuant to this Section 7.1 will be deemed by Senomyx
as an election by Campbell not to extend the Collaborative Period
and, in such event, the parties’ research and development
obligations pursuant to Section 3 of the Agreement will expire
and thereafter Campbell shall have no right to exercise any
subsequent Extension Option.
7.1.3.
Subject to the remainder
of
