UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2007
Senomyx, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-50791 | 33-0843840 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| | |
4767 Nexus Centre Drive
San Diego, CA | | 92121 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (858) 646-8300
Not Applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2006, we entered into a Collaborative Research, Development, Commercialization and License Agreement with Ajinomoto Co., Inc. for the discovery and commercialization of novel flavor ingredients in select product categories within Japan and other Asian markets. On April 24, 2007 we amended the agreement to expand Ajinomoto’s rights into North America. The expanded license will provide Ajinomoto with exclusive rights on the development and commercialization of certain existing flavor ingredients for the soup and bouillon, sauce and culinary aids, noodles, snack food, and frozen foods product categories within the new territory. The license covers retail, food service and ingredient supply applications for the flavor ingredients. Under the terms of the new amendment, Ajinomoto has agreed to pay us an upfront license fee and we are eligible to receive a new milestone payment upon achievement of a specific goal. The combined total of the upfront license fee and new milestone payment could exceed $1.7 million if the milestone is met. Upon commercialization, we will receive royalty payments based on sales of products containing flavor ingredients developed under the agreement. In addition, the royalty obligation includes predetermined minimum royalties.
We intend to file the agreement with the Securities and Exchange Commission in the future and will seek confidential treatment for certain material terms of the amendment at such time. The press release dated April 26, 2007 announcing our entry into the amendment and describing certain of its material terms is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of Senomyx, Inc. dated April 26, 2007.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SENOMYX, INC. | |
| | |
| By: | /s/ JOHN POYHONEN |
| | John Poyhonen |
| | Senior Vice President, Chief Financial and |
| | Business Officer |
| | |
Date: April 24, 2007 | | |
| | | |
INDEX TO EXHIBITS
99.1 Press release of Senomyx, Inc. dated April 26, 2007.
