Senomyx Inc Sample Contracts

BETWEEN
Senomyx Inc • February 21st, 2001 • California
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SENOMYX, INC.
Rights Agreement • February 21st, 2001 • Senomyx Inc • California
AMBRYX INC. CONSULTING AGREEMENT
Consulting Agreement • February 21st, 2001 • Senomyx Inc • California
SENOMYX, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of _______, 20__ Debt Securities
Indenture • July 27th, 2017 • Senomyx Inc • Services-commercial physical & biological research • New York

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

SENOMYX, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [ ], 20
Warrant Agreement • July 31st, 2014 • Senomyx Inc • Services-commercial physical & biological research • New York

PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between SENOMYX, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

AND
License Agreement • February 21st, 2001 • Senomyx Inc • California
AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT
Common Stock Warrant Agreement • July 27th, 2017 • Senomyx Inc • Services-commercial physical & biological research • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between SENOMYX, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

SENOMYX, INC. and MELLON INVESTOR SERVICES LLC as Rights Agent RIGHTS AGREEMENT Dated as of February 14, 2005
Rights Agreement • February 15th, 2005 • Senomyx Inc • Services-commercial physical & biological research • New York

THIS RIGHTS AGREEMENT (“Agreement”), dated as of February 14, 2005, between SENOMYX, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (“Rights Agent”).

AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [__], 20___
Preferred Stock Warrant Agreement • July 27th, 2017 • Senomyx Inc • Services-commercial physical & biological research • New York

PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between SENOMYX, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [__], 20___
Debt Securities Warrant Agreement • July 27th, 2017 • Senomyx Inc • Services-commercial physical & biological research • New York

DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between SENOMYX, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

RECITALS
Indemnification Agreement • February 21st, 2001 • Senomyx Inc • Delaware
BETWEEN SENOMYX, INC. AND
Collaborative Research and License Agreement • February 21st, 2001 • Senomyx Inc • California
7,142,857 Shares SENOMYX, INC. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • February 16th, 2010 • Senomyx Inc • Services-commercial physical & biological research • New York

Senomyx, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative” or “you”) an aggregate of 7,142,857 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,071,428 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.”

SENOMYX, INC., Issuer AND U.S. BANK NATIONAL ASSOCIATION, Trustee
Senomyx Inc • October 6th, 2005 • Services-commercial physical & biological research • New York

INDENTURE, dated as of October 6, 2005, among SENOMYX, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”):

PURCHASE AGREEMENT
Purchase Agreement • December 22nd, 2016 • Senomyx Inc • Services-commercial physical & biological research • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of December 21, 2016, by and between SENOMYX, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • October 4th, 2018 • Senomyx Inc • Services-commercial physical & biological research • Delaware

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of April 13, 2018, between Senomyx, Inc. (the “Company”) and Firmenich, SA (“Counterparty”).

SENOMYX, INC. INDEMNITY AGREEMENT
Indemnity Agreement • June 9th, 2004 • Senomyx Inc • Services-commercial physical & biological research • Delaware

THIS INDEMNITY AGREEMENT (this "Agreement") is made and entered into this day of , 2004 by and between SENOMYX, INC., a Delaware corporation (the "Company"), and ("Agent").

11099 North Torrey Pines Road La Jolla, CA 92037 EXPANSION LEASE BY AND BETWEEN
Expansion Lease • February 21st, 2001 • Senomyx Inc • California
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 23rd, 2007 • Senomyx Inc • Services-commercial physical & biological research • California

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made as of October 10, 2006 between SENOMYX, INC., a Delaware corporation (the “Company”), and Sharon Wicker (“Employee”).

SUBLEASE
Sublease • February 21st, 2001 • Senomyx Inc
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SENOMYX, INC.
And Inventions Agreement • February 21st, 2001 • Senomyx Inc • California
SENOMYX, INC. and , As Warrant Agent FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated As Of
Securities Warrant Agreement • August 7th, 2008 • Senomyx Inc • Services-commercial physical & biological research • New York

DEBT SECURITIES WARRANT AGREEMENT (“Agreement”), dated as of between SENOMYX, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

May 9, 2014 Catherine C. Lee
And Inventions Agreement • March 3rd, 2016 • Senomyx Inc • Services-commercial physical & biological research • California

We are pleased to extend to you an offer to join Senomyx, Inc. (the “Company”) as our Vice President, General Counsel and Corporate Secretary. The following terms apply and will constitute your employment agreement with the Company (the “Agreement”).

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT
Collaborative Research and License Agreement • June 9th, 2004 • Senomyx Inc • Services-commercial physical & biological research • California

THIS AGREEMENT is entered into as of the Effective Date by and between SENOMYX, INC., a Delaware Corporation having offices at 11099 North Torrey Pines Road, La Jolla, CA 92037 ("Senomyx") and KRAFT FOODS, INC., a Delaware Corporation having offices at 801 Waukegan Road, Glenview, IL 60025 ("Kraft").

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2008 • Senomyx Inc • Services-commercial physical & biological research

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into effective as of December 31, 2008 (the “Effective Date”), by and between R. KENT SNYDER (the “Employee”) and SENOMYX, INC. (the “Company”).

AGREEMENT AND PLAN OF MERGER among: SENOMYX, INC., a Delaware corporation; FIRMENICH INCORPORATED, a Delaware corporation; and SENTRY MERGER SUB, INC., a Delaware corporation Dated as of September 16, 2018
Agreement and Plan of Merger • September 17th, 2018 • Senomyx Inc • Services-commercial physical & biological research • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 16, 2018, by and among: FIRMENICH INCORPORATED, a Delaware corporation (“Parent”); SENTRY MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and SENOMYX, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx Inc. for "Nucleic Acids Encoding Proteins Used in Assays for Identifying Taste Modulators" UC Case Nos. 1998-122,1998-306,1999-0151...
Senomyx Inc • June 9th, 2004 • Services-commercial physical & biological research • California

This license agreement (Agreement) is effective this 10th day of March, 2000 by and between The Regents of the University of California (The Regents), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th floor, Oakland, CA 94607-5200, and Ambryx Inc. (Licensee), a Delaware corporation, having a principal place of business at 11099 North Torrey Pines Road Suite 160, La Jolla, CA 92037, herein referred to collectively as the parties (Parties).

August 25, 2003 Harry Leonhardt PO Box 3023 Rancho Santa Fe CA 92067 Dear Harry:
Senomyx Inc • March 29th, 2004 • Services-commercial physical & biological research • California

We are pleased to extend to you an offer to join Senomyx, Inc. ("Company") as our Vice President and General Counsel. The following terms apply and will constitute your employment agreement with the Company (the "Agreement").

AND LICENSE AGREEMENT
And License Agreement • February 2nd, 2010 • Senomyx Inc • Services-commercial physical & biological research

THIS AGREEMENT is entered into as of the Effective Date by and between SENOMYX, INC., a Delaware Corporation having offices at 4767 Nexus Centre Drive, San Diego, CA 92121, U.S.A. (“Senomyx”) and FIRMENICH SA, a Swiss Company, having its principal place of business at 1, route des Jeunes, 1211 Geneva 8, Switzerland (“Firmenich”).

AMENDED AND RESTATED COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BETWEEN SENOMYX, INC. AND PEPSICO, INC.
And License Agreement • March 21st, 2017 • Senomyx Inc • Services-commercial physical & biological research • Delaware

This Amended and Restated Agreement (the “Agreement”) is entered into as of September 30, 2016 (the “Amended Effective Date”) by and between SENOMYX, INC., a Delaware Corporation having its principal place of business at 4767 Nexus Centre Drive, San Diego, CA 92121 (“SENOMYX”) and PEPSICO, INC., a North Carolina Corporation, having its principal place of business at 700 Anderson Hill Road, Purchase, NY 10577 (“PEPSICO”).

STANDSTILL AGREEMENT
Standstill Agreement • May 22nd, 2017 • Senomyx Inc • Services-commercial physical & biological research • Delaware

This STANDSTILL AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2017, among Senomyx, Inc., a Delaware corporation (the “Company”), on the one hand, and each of Barry A. Igdaloff, VCM Group LLC, Lee D. Keddie, Benjamin E. Large, Gus D. Halas, David W. Pointer, Mark D. Stolper, and Charles M. Gillman (collectively, “CSNS”), on the other hand. The Company and CSNS are each referred to herein as a “Party” and collectively, as the “Parties.”

AMENDED AND RESTATED COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BETWEEN SENOMYX, INC. AND FIRMENICH SA
And License Agreement • March 8th, 2018 • Senomyx Inc • Services-commercial physical & biological research

THIS AMENDED AND RESTATED AGREEMENT is entered into as of February 7, 2018, by and between SENOMYX, INC., a Delaware Corporation having offices at 4767 Nexus Centre Drive, San Diego, CA 92121, U.S.A. (“Senomyx”) and FIRMENICH SA, a Swiss Company, having its principal place of business at 1, route des Jeunes, 1211 Geneva 8, Switzerland (“Firmenich”).

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