August 25, 2003

Harry Leonhardt
PO Box 3023
Rancho Santa Fe CA 92067

Dear Harry:

        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").

        1.    EMPLOYMENT.    

        2.    LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.    

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        3.    COMPENSATION.    

        4.    TERMINATION.    

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        5.    CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.    

        5.1   As a condition of employment you agree to execute and abide by the Company's standard Proprietary Information and Inventions Agreement, attached hereto as Exhibit A.

        5.2   While employed by the Company and for one (1) year thereafter, you agree that in order to protect the Company's trade secrets and confidential and proprietary information from unauthorized use, you will not, either directly or through others, solicit or attempt to solicit any employee, consultant or independent contractor of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or business entity.

        6.    ASSIGNMENT AND BINDING EFFECT.    

        This Agreement shall be binding upon and inure to the benefit of you and your heirs, executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of your duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by you. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives.

        7.    CHOICE OF LAW.    

        This Agreement shall be construed and interpreted in accordance with the internal laws of the State of California.

        8.    INTEGRATION.    

        This Agreement, including Exhibit A, contains the complete, final and exclusive agreement of the Parties relating to the terms and conditions of your employment and the termination of your employment, and supersedes all prior and contemporaneous oral and written employment agreements or arrangements between the Parties. To the extent this Agreement conflicts with the Proprietary Information and Inventions Agreement attached as Exhibit A hereto, the Proprietary Information and Inventions Agreement controls.

        9.    AMENDMENT.    

        This Agreement cannot be amended or modified except by a written agreement signed by you and the Chairman of the Board of the Company.

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        10.    WAIVER.    

        No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party against whom the wavier is claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.

        11.    SEVERABILITY.    

        The finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision which most accurately represents the Parties' intention with respect to the invalid or unenforceable term or provision.

        12.    INTERPRETATION; CONSTRUCTION.    

        The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but you have been encouraged to consult with, and have consulted with, your own independent counsel and tax advisors with respect to the terms of this Agreement. The Parties acknowledge that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

        13.    REPRESENTATIONS AND WARRANTIES.    

        You represent and warrant that you are not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that your execution and performance of this Agreement will not violate or breach any other agreements between you and any other person or entity.

        14.    COUNTERPARTS.    

        This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and the same instrument.

        15.    LITIGATION COSTS.    

        Should any claim be commenced between the Parties or their personal representatives concerning any provision of this Agreement or the rights and duties of any person in relation to this Agreement, the Party prevailing in such action shall be entitled, in addition to such other relief as may be granted to a reasonable sum as and for that Party's attorney's fees in such action.

        16.    ELIGIBILITY.    

        As required by law, this offer and Agreement is subject to satisfactory proof of your right to work in the United States.

        If you accept employment on the terms described above, please sign and date this letter in the space provided below and return it to me no later than August 29, 2003. After such date this offer shall lapse.

        We look forward to your favorable reply and to a productive and enjoyable working relationship.

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Sincerely,

Senomyx, Inc.


/s/  KENT SNYDER      
Kent Snyder, President and CEO

 

 

Agreed and Accepted:

 

 

/s/  HARRY LEONHARDT      
HARRY LEONHARDT

 

 

 

 

 

 

 
Dated: August 26, 2003
  

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Source: OneCLE Business Contracts.