Accelrys, Inc. Sample Contracts

Accelrys, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCELRYS, INC. (April 29th, 2014)

The name of the corporation (hereinafter called the “Corporation”) is Accelrys, Inc., a corporation organized and existing under the laws of the State of Delaware.

Accelrys, Inc. – AMENDED AND RESTATED BYLAWS OF ACCELRYS, INC. (April 29th, 2014)
Accelrys, Inc. – 2014 Management Incentive Plan (April 28th, 2014)

The 2014 Management Incentive Plan (the “Plan”) applies to employees of Accelrys for achievement of Objectives as defined in this Plan. The Plan is designed to support the growth and profitability of the organization.

Accelrys, Inc. – AGREEMENT AND PLAN OF MERGER Dated as of January 30, 2014, Among DASSAULT SYSTEMES AMERICAS CORP., 3DS ACQUISITION CORP. And ACCELRYS, INC. (January 30th, 2014)

AGREEMENT AND PLAN OF MERGER (“Agreement”) dated as of January 30, 2014, among DASSAULT SYSTEMES AMERICAS CORP., a Delaware corporation (“Parent”), 3DS ACQUISITION CORP., a Delaware corporation (“Sub”) and a wholly owned subsidiary of Parent, and ACCELRYS, INC., a Delaware corporation (the “Company”).

Accelrys, Inc. – SETTLEMENT AGREEMENT 20 DECEMBER 2013 BOREALIS AG and SYMYX TECHNOLOGIES, INC. and SYMYX SOLUTIONS, INC. (December 24th, 2013)
Accelrys, Inc. – SHARE PURCHASE AGREEMENT BY AND AMONG ACCELRYS SOFTWARE, INC. AND SIMON CLARK AS THE SELLERS’ REPRESENTATIVE AND QUMAS LIMITED as the Company AND THOSE PERSONS LISTED IN EXHIBIT B TO THIS AGREEMENT as the Sellers Dated as of December 9, 2013 (December 10th, 2013)

THIS AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2013 by and among Accelrys Software, Inc. (“Purchaser”), each of the persons listed in Exhibit B (collectively, the “Sellers” and each a “Seller”), Qumas Limited, a company incorporated and registered in Ireland with registered number 176522 and registered office Unit 1 Cleve Business Park, Monahan Road, Co. Cork, Ireland (the “Company”) and Simon Clark of C/O Fidelity Growth Partners Europe, 25 Cannon Street, London, EC4M 5TA, United Kingdom, as the representative of the Sellers (the “Sellers’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Accelrys, Inc. – SECURITIES PURCHASE AGREEMENT (September 4th, 2013)
Accelrys, Inc. – 2013 Management Incentive Plan (August 1st, 2013)

The 2013 Management Incentive Plan (the “Plan”) applies to employees of Accelrys for achievement of Objectives as defined in this Plan. The Plan is designed to support the growth and profitability of the organization.

Accelrys, Inc. – April 2, 2013 (August 1st, 2013)

We are pleased to offer you the following position with Accelrys, Inc. (the “Company”). It is our hope that you will become a part of our exciting and innovative organization and the following will confirm the terms of our offer of employment to you:

Accelrys, Inc. – INDEMNIFICATION AGREEMENT (March 7th, 2013)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of March _______, 2013, by and among ACCELRYS, INC., a Delaware corporation (the “Company”) and _____________ (the “Indemnitee”).

Accelrys, Inc. – OFFICE LEASE KILROY REALTY THE CAMPUS AT SORRENTO GATEWAY KILROY REALTY, L.P., a Delaware limited partnership, as Landlord, and ACCELRYS, INC., a Delaware corporation as Tenant. (January 3rd, 2013)

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and ACCELRYS, INC., a Delaware corporation (“Tenant”).

Accelrys, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG ACCELRYS, INC. AARDVARK ACQUISITION CORP. AEGIS ANALYTICAL CORPORATION AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS THE STOCKHOLDERS’ REPRESENTATIVE Dated as of October 23, 2012 (October 29th, 2012)

This AGREEMENT AND PLAN OF MERGER (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of October 23, 2012 by and among Accelrys, Inc., a Delaware corporation (“Parent”), Aardvark Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Aegis Analytical Corporation, a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative (the “Stockholders’ Representative”) of the holders of Company Capital Stock and Management Contributors. Certain capitalized terms used in this Agreement are defined in Exhibit A.

Accelrys, Inc. – AGREEMENT FOR PURCHASE AND SALE OF (August 3rd, 2012)

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (the “Agreement”) is made and entered into as of March 23, 2012 (the “Contract Date”) by and between SYMYX SOLUTIONS, INC., an Oregon corporation (“Seller”), and OLGA ISSAKOVA AND NIKOLAI SEPETOV, EACH AN INDIVIDUAL (collectively,“Buyer”).

Accelrys, Inc. – ACCELRYS ANNOUNCES FIRST QUARTER RESULTS (May 3rd, 2012)

San Diego, May 3, 2012 — Accelrys, Inc. (NASDAQ: ACCL) today reported financial results for the fiscal quarter ended March 31, 2012. Non-GAAP revenue for the quarter ended March 31, 2012 increased $2.3 million to $41.8 million from $39.5 million for the same quarter of the previous year, or an increase of 6%.

Accelrys, Inc. – 2012 Management Incentive Plan (March 6th, 2012)

The 2012 Management Incentive Plan (the “Plan”) applies to employees of Accelrys for achievement of Objectives as defined in this Plan. The Plan is designed to support the growth and profitability of the organization.

Accelrys, Inc. – ACCELRYS ANNOUNCES FOURTH QUARTER AND FULL YEAR 2011 FINANCIAL RESULTS (March 6th, 2012)

San Diego, March 6, 2012 — Accelrys, Inc. (NASDAQ: ACCL) today reported financial results for the quarter and full year ended December 31, 2011. Non-GAAP revenue for the quarter ended December 31, 2011 decreased $1.6 million to $40.8 million from $42.5 million for the same quarter of the previous year, or a decrease of 4%. Non-GAAP revenue for the year ended December 31, 2011 increased $30.3 million to $155.0 million from $124.7 million for the 12 months ended December 31, 2010, or an increase of 24%.

Accelrys, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG ACCELRYS, INC. VELOCITY ACQUISITION CORP. VELQUEST CORPORATION AND LAUREL SERVICES, LLC, as the Stockholders’ Representative Dated as of December 30, 2011 (January 3rd, 2012)

This AGREEMENT AND PLAN OF MERGER (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of December 30, 2011 by and among Accelrys, Inc., a Delaware corporation (“Parent”), Velocity Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), VelQuest Corporation, a Delaware corporation (the “Company”), and Laurel Services, LLC, as the representative (the “Stockholders’ Representative”) of the holders of Company Capital Stock. Certain capitalized terms used in this Agreement are defined in Exhibit A.

Accelrys, Inc. – SEPARATION AGREEMENT AND RELEASE (December 27th, 2011)

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made and entered into by and between ACCELRYS, INC., on behalf of itself and its affiliates (collectively, the “Company”), and the person whose name is set forth in the signature line below (“Executive”).

Accelrys, Inc. – ACCELRYS ANNOUNCES THIRD QUARTER ENDED SEPTEMBER 30, 2011 FINANCIAL RESULTS (November 3rd, 2011)

San Diego, November 3, 2011 — Accelrys, Inc. (NASDAQ: ACCL) today reported financial results for the fiscal quarter ended September 30, 2011. Non-GAAP revenue for the quarter ended September 30, 2011 decreased $3.7 million to $38.0 million from $41.7 million for the same quarter of the previous year, or a decrease of 9%. Non-GAAP revenue for the nine months ended September 30, 2011 increased $32.0 million to $114.1 million from $82.2 million for the same period of the previous year, or an increase of 39%.

Accelrys, Inc. – ACCELRYS, INC. 2011 STOCK INCENTIVE PLAN (August 10th, 2011)
Accelrys, Inc. – ACCELRYS ANNOUNCES SECOND QUARTER ENDED JUNE 30, 2011 FINANCIAL RESULTS (August 8th, 2011)

San Diego, August 8, 2011 — Accelrys, Inc. (NASDAQ: ACCL) today reported financial results for the fiscal quarter ended June 30, 2011. Non-GAAP revenue for the quarter ended June 30, 2011 increased $16.9 million to $36.7 million from $19.8 million for the same quarter of the previous year, or an increase of 86%. Non-GAAP revenue for the six months ended June 30, 2011 increased $35.6 million to $76.2 million from $40.5 million for the same period of the previous year, or an increase of 88%.

Accelrys, Inc. – ASSET PURCHASE AGREEMENT by and between: INTERMOLECULAR, INC. a Delaware corporation, and SYMYX TECHNOLOGIES, INC. a Delaware corporation. Dated as of July 28, 2011 (July 29th, 2011)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of July 28, 2011 (the “Execution Date”) and is entered into between Intermolecular, Inc., a Delaware corporation (“Buyer”), and Symyx Technologies, Inc., a Delaware corporation (“Seller”). Each of Seller and Buyer are referred to herein as a “Party” and together as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 9.2 of this Agreement.

Accelrys, Inc. – SALE AND PURCHASE AGREEMENT regarding all shares in CONTUR INDUSTRY HOLDING AB and warrants in CONTUR SOFTWARE AB dated 19 May 2011 Gernandt & Danielsson (May 24th, 2011)

(2) Accelrys Software Inc., corporate identification number 2064765, organised under the laws of the state of Delaware, United States of America, having its headquarters in San Diego, California, United States of America (the “Purchaser”);

Accelrys, Inc. – ACCELRYS ANNOUNCES FIRST QUARTER ENDED MARCH 31, 2011 FINANCIAL RESULTS (May 3rd, 2011)

San Diego, May 3, 2011 — Accelrys, Inc. (NASDAQ: ACCL) today reported financial results for the fiscal quarter ended March 31, 2011. GAAP revenue for the quarter ended March 31, 2011 increased $13.8 million to $34.6 million from $20.8 million for the same quarter of the previous year, or an increase of 67%. GAAP net loss was ($5.7) million or ($0.10) per diluted share, for the quarter ended March 31, 2011 compared to GAAP net loss of ($2.4) million, or ($0.09) per diluted share, for the same quarter of the previous year.

Accelrys, Inc. – LICENSE AGREEMENT (March 15th, 2011)

THIS License Agreement (“Agreement”) is made as of 6/22/95 (the “Effective Date”) by and between the Lawrence Berkeley Laboratory (“LBL”), on behalf of The Regents of the University of California (“The Regents”), an agency of the State of California, located in Berkeley, California, and Symyx Technologies, Inc., a corporation duly organized and existing under the laws of California, whose address is 4005 Miranda Ave., Suite 180, Palo Alto, California 94304 (“Licensee”).

Accelrys, Inc. – COLLABORATIVE RESEARCH AND LICENSE AGREEMENT The Dow Chemical Company - Symyx Technologies (March 15th, 2011)

This COLLABORATIVE RESEARCH AND LICENSE AGREEMENT (the “Agreement”), effective as of January 1, 1999 (the “Effective Date”), is made by and between Symyx Technologies, a California corporation having a principal place of business at 3100 Central Expressway, Santa Clara, California 95051 (“Symyx”), and The Dow Chemical Company, a Delaware corporation, having a principal place of business at 2030 Willard H. Dow Center, Midland, Michigan 48674 (“TDCC”).

Accelrys, Inc. – LEASE BY AND BETWEEN EAST ARQUES SUNNYVALE, LLC AND SYMYX TECHNOLOGIES, INC. FOR THE PREMISES AT 1263 E. ARQUES, SUNNYVALE, CALIFORNIA (March 15th, 2011)

THIS LEASE is made as of the 29th day of February, 2000, by and between East Arques Sunnyvale, LLC, a California limited liability company (hereinafter called “Landlord”), and Symyx Technologies, Inc., a Delaware corporation (hereinafter called “Tenant”).

Accelrys, Inc. – STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE MODIFIED NET (March 15th, 2011)
Accelrys, Inc. – SYMYX TECHNOLOGIES, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN (March 15th, 2011)
Accelrys, Inc. – ALLIANCE, TECHNOLOGY TRANSFER, AND LICENSE AGREEMENT EFFECTIVE APRIL 1, 2003 BETWEEN SYMYX TECHNOLOGIES, INC., SYMYX DISCOVERY TOOLS, INC. AND EXXONMOBIL RESEARCH AND ENGINEERING COMPANY (March 15th, 2011)

This ALLIANCE, TECHNOLOGY TRANSFER, AND LICENSE AGREEMENT (“Agreement”), effective retroactively to April 1, 2003 (“Effective Date”), is entered into by and between:

Accelrys, Inc. – Alliance, Technology Transfer, Research and License Agreement The Dow Chemical Company – Symyx Technologies, Inc. – Symyx Discovery Tools, Inc. (March 15th, 2011)

This ALLIANCE, TECHNOLOGY TRANSFER, RESEARCH AND LICENSE AGREEMENT (the “Agreement”), effective as of January 1, 2005 (the “Effective Date”), is made by and between Symyx Technologies, Inc., a Delaware corporation having a principal place of business at 3100 Central Expressway, Santa Clara, California 95051 (“Symyx Tech”), Symyx Discovery Tools, Inc., a California corporation having a principal place of business at 3100 Central Expressway, Santa Clara, California 95051 (“Symyx Dtools”) (Symyx Tech and Symyx Dtools referred to collectively as “Symyx”) and The Dow Chemical Company, a Delaware corporation, having a principal place of business at 2030 Willard H. Dow Center, Midland, Michigan 48674 (“TDCC”).

Accelrys, Inc. – SALE AGREEMENT by and among ELSEVIER INC., ELSEVIER SWISS HOLDINGS S.A., ELSEVIER JAPAN KK, ELSEVIER LIMITED and MDL INFORMATION SYSTEMS (UK) LIMITED, as SELLERS, and SYMYX TECHNOLOGIES, INC., as BUYER August 9, 2007 (March 15th, 2011)

SALE AGREEMENT, dated as of August 9, 2007 (the “Agreement”), by and among Elsevier Inc., a New York corporation (“Elsevier Inc.”), Elsevier Swiss Holdings S.A., a company organized under the laws of Switzerland (“Elsevier S.A.”), Elsevier Japan KK, a company organized under the laws of Japan (“Elsevier KK”), Elsevier Limited, a company organized under the laws of England and Wales (“Elsevier UK”), MDL Information Systems (UK) Limited, a company organized under the laws of England and Wales (“MDL (UK) Limited”) (Elsevier Inc., Elsevier S.A., Elsevier KK, Elsevier UK and MDL (UK) Limited are sometimes referred to individually as a “Seller” and collectively as the “Sellers”) and Symyx Technologies, Inc., a Delaware corporation (“Buyer”).

Accelrys, Inc. – SUPPLEMENTAL AGREEMENT (March 15th, 2011)

This Supplemental Agreement is between Symyx Technologies Inc., having a principal place of business at 3100 Central Expressway, Santa Clara, CA, (hereinafter “Symyx”) and The Dow Chemical Company having a principal place of business at 2030 Building, Midland, MI 48674 (hereinafter “TDCC”).

Accelrys, Inc. – CY11 Management Incentive Plan (March 7th, 2011)

The CY11 Management Incentive Plan (the “Plan”) applies to employees of Accelrys for achievement of Objectives as defined in this Plan. The Plan is designed to support the growth and profitability of the organization.

Accelrys, Inc. – Historical Pro Forma Adjustments (2) Pro Forma Combined Accelrys Symyx In thousands ASSETS Current assets: Cash and cash equivalents $ 77,121 $ 79,414 $ (6,002 )(a) $ 150,533 Restricted cash — 780 — 780 Marketable securities 10,461 — — 10,461 Trade receivables, net 22,745 7,353 — 30,098 Other current assets 5,201 12,097 5,439 (b) 22,737 Total current assets 115,528 99,644 (563 ) 214,609 Restricted cash 5,500 — — 5,500 Property and equipment, net 2,324 8,702 — 11,026 Goodwill and purchased intangible assets, net 47,178 76,158 7,449 (c) 130,785 Note receivable — 10,000 — 10,000 Deferred tax and (March 4th, 2011)

On July 1, 2010, Accelrys, Inc. (“Accelrys”), completed its acquisition of Symyx Technologies, Inc. (“Symyx”), contemplated by that certain Agreement and Plan of Merger and Reorganization, dated April 5, 2010 (the “Merger Agreement”), by and among Accelrys, Symyx and Alto Merger Sub, Inc., a wholly-owned subsidiary of Accelrys (“Merger Sub”), pursuant to which Merger Sub was merged with and into Symyx (the “Merger”) with Symyx continuing as a wholly-owned subsidiary of Accelrys.