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EX-99.1 - EX-99.1 - SENOMYX INCa10-8726_1ex99d1.htm

 

 

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 23, 2010

 


 

Senomyx, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation)

 

000-50791
(Commission File Number)

 

33-0843840
(I.R.S. Employer
Identification No.)

 

4767 Nexus Centre Drive
San Diego, California

(Address of principal executive offices)

 


92121

(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 8.01               Other Events.

 

The research period under the Collaborative Research, Development, Commercialization and License Agreement between Senomyx, Inc. and The Coca-Cola Company dated April 22, 2002, as amended (the “2002 Collaboration Agreement”), expired on April 22, 2010. As a result, the 2002 Collaboration Agreement terminated on its own terms on that date.

 

On April 23, 2010 we entered into a Term Sheet with The Coca-Cola Company which includes key commercial and financial terms for the potential continuation and expansion of a collaborative research program related to the discovery and commercialization of new flavor ingredients resulting from Senomyx’s sweet taste technology (the “Term Sheet”). Under the Term Sheet, we have agreed to use commercially reasonable efforts to negotiate the definitive terms of a new collaborative agreement with The Coca-Cola Company over the next 60 days. During this 60 day period Senomyx will continue to receive funding from The Coca-Cola Company at the same rate provided under the 2002 Collaboration Agreement.  The Term Sheet contemplates that under the new proposed agreement The Coca-Cola Company’s rights for the use of Senomyx flavor ingredients will be exclusive in certain non-alcoholic beverage categories and co-exclusive or non-exclusive in other categories. The Term Sheet also contemplates that Senomyx’s S6973 sucrose enhancer will not be part of any new collaboration agreement between Senomyx and Coca-Cola, and that Senomyx will have the right to commercialize this novel flavor ingredient for use in non-alcoholic beverages through other channels. Firmenich, SA has exclusive rights to commercialize S6973 worldwide for virtually all food product categories, but does not hold rights for any ready-to-drink non-alcoholic beverage product categories.

 

On April 26, 2010 we issued a press release relating to the execution of the Term Sheet. The Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Forward Looking Statement

 

While discussions between Senomyx and The Coca-Cola Company are underway, there can be no assurance that any agreement will be reached on favorable terms, or at all, or that any collaboration agreement will be on the terms that are currently being discussed. In addition, Senomyx may not be able to commercialize S6973 in the field of non-alcoholic beverages successfully or at all. Risks that contribute to the uncertain nature of the forward-looking statements regarding S6973 include: Senomyx is dependent on its current and any future product discovery and development collaborators to develop and commercialize any flavor ingredients Senomyx may discover; Senomyx or its collaborators may be unable to obtain and maintain the regulatory approval(s) required for flavor ingredients to be incorporated into products that are sold in the U.S. or in other countries; S6973 is currently approved for use in only select product categories within the larger field of non-alcoholic beverages and in certain countries, and Senomyx may not elect to pursue regulatory approval for the use of S6973 in additional product categories or geographies; S6973 may not be useful or cost-effective for formulation into products. These and other risks and uncertainties are described more fully in Senomyx’s most recently filed SEC documents, including its Annual Report on Form 10-K under the headings “Risks Related to Our Business” and “Risks Related to Our Industry.”

 

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Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

99.1  Press Release dated April 26, 2010.

 

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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/ DAVID BERGER

 

 

David Berger
Vice President, General Counsel and
Corporate Secretary

 

 

 

Date: April 26, 2010

 

 

 

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