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.
FOURTH AMENDMENT
TO THE
COLLABORATIVE RESEARCH AND
LICENSE AGREEMENT
THIS FOURTH AMENDMENT TO THE
COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
(the “Fourth
Amendment” ) is entered into as of April 14,
2008 (“ Fourth Amendment Effective Date
”) 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
April 18, 2002, as amended by that certain First Amendment
dated October 23, 2003, that certain Second Amendment dated
April 17, 2005 and that certain Third Amendment dated
March 22, 2006, (collectively, the
“Agreement” ); and
WHEREAS, the parties wish to amend the Agreement to
extend the Collaborative Period for the […***…] Program
in the manner set forth in this Fourth Amendment (capitalized terms
used but not otherwise defined in this Fourth 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.
“Collaborative
Period” means
(i) in the case of the […***…] Program the period
beginning on the Effective Date and ending ninety-six (96) months
thereafter, unless earlier terminated in accordance with
Section 14; (ii) in the case of the […***…]
Program the period beginning on the Effective Date and ending
thirty-six (36) months thereafter, unless earlier terminated in
accordance with Section 14.”
2.
Section 7.1 of the Agreement is
hereby amended such that the research funding for the
[…***…] Program commencing on the Fourth Amendment
Effective Date is as follows:
Nestlé will pay Senomyx
[…***…] per month commencing on the Fourth Amendment
Effective Date and through the remainder of the Collaborative
Period for the […***…] Program, provided, however, that
upon achievement of the Second Interim Goal (as defined below)
research funding will be increased to […***…] per month
for the remainder of the Collaborative Period for the
[…***…] Program. For purposes of this paragraph,
“Second Interim Goal” means identification of at least
one Compound that […***…]. Payments under this
paragraph shall be paid
***Confidential Treatment
Requested
