1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 27th, 1997 • Ilog Sa • Services-prepackaged software • Delaware
AGREEMENTEmployment Agreement • October 27th, 1997 • Ilog Sa • Services-prepackaged software • California
WITNESSETH:Supplemental Agreement • October 3rd, 1997 • Ilog Sa • Services-prepackaged software
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 3rd, 1997 • Ilog Sa • Services-prepackaged software • Delaware
ILOG Societe anonyme with a share capital of 9,907,363.80 Euros Registered office : 9 rue de Verdun, BP 85, 94253 Gentilly R.C.S. Creteil B 340 852 UP- DATED BY-LAWS OCTOBER 23, 2001Ilog Sa • November 14th, 2001 • Services-prepackaged software
LEASE AGREEMENTLease Agreement • February 23rd, 1999 • Ilog Sa • Services-prepackaged software
Agreement Number: Zion01Ilog Sa • October 14th, 2008 • Services-prepackaged software
ILOG SA (ILOG) and International Business Machines Corporation (IBM) agree that the following terms and conditions apply when one of the parties (Discloser) discloses Confidential Information to the other (Recipient) under this confidentiality agreement (the “Agreement”). ILOG IBM agree that our mutual objective under this Agreement is to provide appropriate protection for Confidential Information while maintaining our ability to conduct our respective business activities. The information to be disclosed under this Agreement is in connection with the proposed business transactions including discussions relating to intellectual property licensing, asset acquisition or other strategic arrangements including financial, business, legal, accounting, commercial and merchandising plan information, proposed term sheets and other material relating to debt and corporate structure (“Confidential Information”).
LETTER AGREEMENTLetter Agreement • October 14th, 2008 • Ilog Sa • Services-prepackaged software
In connection with a potential proposal for an acquisition of ILOG S.A. (“Target”) by International Business Machines Corporation or one of its subsidiaries (“Acquirer”) at a proposed transaction value equal to 10 Euro per outstanding ordinary share of Target, Target has expressed its willingness to work in good faith towards such a proposal and stated that it would like such a proposal to lead to a transaction with Acquirer and that it is not currently in discussions with any other party regarding a possible transaction. Accordingly, in order that Target and Acquirer can work towards such a proposal and such other terms and conditions as the Target and Acquirer may agree upon, Target and Acquirer hereby agree as follows:
1 EXHIBIT 4.26 [ON ILOG S.A. LETTERHEAD] Dear Dr. Bixby: In connection with the acquisition by ILOG S.A. (the "Company") of substantially all of the assets of CPLEX Optimization, Inc. ("CPLEX") pursuant to the Asset Purchase Agreement dated August 4,...Ilog Sa • October 27th, 1997 • Services-prepackaged software
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • July 28th, 2008 • Ilog Sa • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 9, 2007 BY AND AMONG LOGICTOOLS, INC., THE VOTING STOCKHOLDERS NAMED HEREIN, EDITH SIMCHI-LEVI, AS STOCKHOLDERS’ REPRESENTATIVE, ILOG S.A., ILOG, INC., AND ILOG USA, Inc.The Agreement and Plan of Merger • October 9th, 2007 • Ilog Sa • Services-prepackaged software • Illinois
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2007 (this “Agreement”), is by and among LogicTools, Inc. (the “Company”), an Illinois corporation, each of the voting stockholders of the Company, all of whom are listed on Attachment 1 hereto (each a “Voting Stockholder”), the Stockholders’ Representative (as defined in Section 13.2 of this Agreement), ILOG S.A. (“ILOG”), a société anonyme, a form of corporation incorporated under the laws of France, ILOG, Inc.(“ILOG, Inc.”), a California corporation, ILOG USA, Inc., an Illinois corporation and a wholly-owned Subsidiary of ILOG and ILOG, Inc. (the “Merger Subsidiary” and, together with ILOG and ILOG, Inc. and their subsidiaries and affiliates, the “ILOG Group”). Capitalized terms used but not defined in this Agreement are defined in Exhibit A attached hereto.
EXHIBIT 99.3 ILOG, Inc. Improvement Agreement IMPROVEMENT AGREEMENT This Improvement Agreement ("Agreement") is dated for reference purposes only as of October 26, 1998, and is made by and between SHORELINE 101, LLC ("Landlord") and ILOG, INC....Improvement Agreement • February 23rd, 1999 • Ilog Sa • Services-prepackaged software
ILOG S.A. Free Shares Award Agreement for U.S. Employees Award No. _________Ilog Sa • January 11th, 2007 • Services-prepackaged software
You are hereby awarded Free Shares subject to the terms and conditions set forth in this Free Shares Award Agreement (“Award Agreement” or “Award”), and in the ILOG S.A. Plan for Grants of Free Shares 2006 (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award Agreement, including your tax alternatives and their consequences.
ILOG S.A. AND MORGAN GUARANTY TRUST COMPANY OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of February, 1997Deposit Agreement • October 4th, 2005 • Ilog Sa • Services-prepackaged software • New York
DEPOSIT AGREEMENT dated as of February , 1997 (the "Deposit Agreement") among ILOG S.A. and its successors (the "Company"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The parties hereto agree as follows:
