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 Rule 406 of the Securities Act if 1933,
as amended.
FIRST AMENDMENT
TO THE
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
THIS FIRST AMENDMENT TO THE
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
(the “First
Amendment” ) is made by and between SENOMYX,
INC. ( “Senomyx” ), a Delaware
corporation, having a principal place of business at 4767 Nexus
Centre Drive, San Diego, CA 92121, 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
October 26, 2004 (the “Agreement” );
and
WHEREAS, the parties wish to amend the Agreement in the
manner set forth in this First Amendment (capitalized terms used
but not otherwise defined in this First 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:
AGREEMENT
1.
Appendix A to the Agreement is
hereby amended by either adding or amending, as provided below, the
following definitions:
[…***…] means
[…***…] is not included. Leading brands in
[…***…] include […***…].
Notwithstanding the foregoing, the […***…] category
specifically excludes all products that contain
[…***…].
[…***…]
Products ” means […***…]. For the
avoidance of doubt, […***…] Products excludes
[…***…].
“ Collaborative Period
” means the period beginning on the Effective Date and ending
July 25, 2010, unless earlier terminated in accordance with
Section 14 or extended by the Steering Committee in accordance
with Section 7.1.
“ Discovery Phase
” means the portion of the Collaborative Period commencing on
July 26, 2008 and ending January 25, 2009.
***Confidential Treatment
Requested
“Development
Phase” means the
portion of the Collaborative Period commencing on January 26,
2009 and ending July 25, 2010. The Development Phase may
be extended by the Steering Committee in accordance with
Section 7.1.
“ First Amendment Effective
Date ” means May 1, 2009.
[…***…] means
[…***…]. Notwithstanding the foregoing, the
[…***…] category specifically excludes all products
that contain added […***…].
“ Research Phase
” means the portion of the Collaborative Period commencing on
the Effective Date and ending […***…].
“ Safety Studies
” means the following safety studies that Senomyx anticipates
would be needed to complete a […***…]
submission: […***…].
[…***…] means
[…***…]. Notwithstanding the foregoing, the
[…***…]category specifically excludes all products
that contain […***…].
2.
Section 7.1 of the Agreement is
hereby amended and restated in its entirety as follows:
“7.1
Research Funding.
During the Collaborative Period,
Nestlé will provide funding to Senomyx for the Collaborative
Program according to the following schedule:
(A)
USD […***…] per
quarter during the Research Phase;
(B)
USD […***…] per
quarter during the Discovery Phase; and
(C)
USD […***…] per
quarter during the Development Phase.
If there are unanticipated delays
and the Steering Committee determines that it is necessary for the
Development Phase to continue beyond […***…], the
Steering Committee may extend the Development Phase in
[…***…] on such financial terms to be agreed. The
Collaborative Period will be extended accordingly.
The payments under this
Section 7.1 will be made in advance and on an equal
[…***…] basis. Payments under this
Section 7.1 are inclusive of overhead, labor, supplies and all
deliverables including Materials produced for research purposes
specified in this Agreement or the Research Plan. These payments do
not include (i) Nestlé’s costs associated with
providing support for the collaboration; or (ii) the costs of
any
***Confidential Treatment
Requested
unanticipated materials or equipment
as requested and agreed to by the Steering Committee. Additional
funding, if any, will be proposed and agreed to in writing by the
Steering Committee.”
3.
Section 3.5 of the Agreement is
hereby deleted in its entirety and shall have no further force and
effect. The numbering of Sections 3.6 and 3.7 shall remain
unchanged.
4.
Section 3.6 of the Agreement is
hereby amended and restated in its entirety as follows:
“ 3.6
Right of First Negotiation
Outside the Field for [ …***… ] . During the
Collaborative Period, Nestlé shall have the right of first
negotiation to enter into any further Collaborative Research and
License Agreement for […***…] in
[…***…]. Accordingly, if Senomyx wishes to
develop any new opportunity in […***…], Senomyx will
present that opportunity first to Nestlé and agrees to enter
into good faith negotiations with Nestlé for a reasonable
period of time to explore the possibility of entering into any
further Collaborative Research and License Agreement with
Nestlé. Nestlé must inform Senomyx of commercial
interest outside the Field in the specific categories mentioned in
this section 3.6 above in writing within […***…] days
of receipt of written notice from Senomyx. In the event that
Nestlé provides such written notice, the parties agree to
commence good faith negotiations toward a further license
agreement, which negotiation
