AMONGAgreement and Plan of Merger • December 2nd, 2004 • Symyx Technologies Inc • Services-commercial physical & biological research • Oregon
COMMON STOCKSymyx Technologies Inc • September 21st, 1999 • New York
CREDIT AGREEMENTCredit Agreement • October 4th, 2007 • Symyx Technologies Inc • Services-commercial physical & biological research • New York
THIS CREDIT AGREEMENT (“Agreement”) is entered into as of September 28, 2007, among SYMYX TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
LEASELease • March 23rd, 2001 • Symyx Technologies Inc • Services-commercial physical & biological research
EXHIBIT 10.8(c) AMENDMENT NO. 3 TO COLLABORATION AGREEMENT This Amendment No. 3 to Collaboration Agreement (the "Amendment No. 3") effective as of January 1, 1999, is entered into by and between Symyx Technologies ("Symyx") and Bayer AG ("Bayer"), and...Collaboration Agreement • November 17th, 1999 • Symyx Technologies Inc • Services-commercial physical & biological research
Exhibit 99.1 SYMYX TECHNOLOGIES, INC. STOCK OPTION ASSUMPTION AGREEMENT Dear Optionee: As you know, on November 30, 2004, (the "Closing Date") Symyx Technologies, Inc. ("Symyx") acquired IntelliChem, Inc. ("IntelliChem") through a merger transaction...Stock Option Assumption Agreement • December 1st, 2004 • Symyx Technologies Inc • Services-commercial physical & biological research
As you know, on November 30, 2004, (the "Closing Date") Symyx Technologies, Inc. ("Symyx") acquired IntelliChem, Inc. ("IntelliChem") through a merger transaction (the "Merger") in accordance with the terms and conditions of that certain Agreement and Plan of Merger by and among Symyx, Orion Acquisition Corporation ("Orion"), and IntelliChem (the "Merger Agreement"). On the Closing Date, you held one or more outstanding unvested options to purchase shares of IntelliChem common stock granted to you under the IntelliChem 2003 Stock Option Plan, (the "Plan") and documented with a Stock Option Agreement (the "Option Agreement") issued to you under the Plan (the "IntelliChem Options"). In accordance with the Merger Agreement, on the Closing Date Symyx assumed all obligations of IntelliChem under the IntelliChem Options. This Agreement evidences the assumption of the IntelliChem Options, including the necessary adjustments to the unvested IntelliChem Options required by Section 2.2.2 of the
BACKGROUNDLicense and Supply Agreement • November 12th, 1999 • Symyx Technologies Inc • Services-commercial physical & biological research • California
BACKGROUNDLicense Agreement • August 8th, 2003 • Symyx Technologies Inc • Services-commercial physical & biological research • California
RECITALSLicense Agreement • October 27th, 1999 • Symyx Technologies Inc • Services-commercial physical & biological research • California
2- 3 65/00 ($18,118.65). In order to exercise the Lessee Option, Lessee must provide written notice to Lessor of its intent to exercise the Lessee Option ("Lessee Option Notice") on or before October 10, 1997 ("Option Exercise Date"). If the Lessee...Disturbance and Attornment Agreement • September 21st, 1999 • Symyx Technologies Inc
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]And License Agreement • November 5th, 2003 • Symyx Technologies Inc • Services-commercial physical & biological research • New York
EXHIBIT 10.5 SYMYX TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of __________, 1999 by and between Symyx Technologies, Inc., a Delaware corporation (the "Company"), and ____________________...Indemnification Agreement • September 21st, 1999 • Symyx Technologies Inc • Delaware
SYMYX TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 4th, 2007 • Symyx Technologies Inc • Services-commercial physical & biological research • Delaware
This Indemnification Agreement ("Agreement") is effective as of _____, 20__ by and between Symyx Technologies, Inc., a Delaware corporation (the "Company"), and ______ ("Indemnitee").
1 EXHIBIT 10.6 SYMYX TECHNOLOGIES CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the "Agreement") is made and entered into by and between __________________ (the "Executive") and Symyx Technologies, a California corporation (together...Change of Control Agreement • September 21st, 1999 • Symyx Technologies Inc • California
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE MODIFIED NETSymyx Technologies Inc • November 15th, 2005 • Services-commercial physical & biological research
BACKGROUNDCollaboration Agreement • November 17th, 1999 • Symyx Technologies Inc • Services-commercial physical & biological research • California
VOTING AGREEMENTVoting Agreement • April 6th, 2010 • Symyx Technologies Inc • Services-prepackaged software • Delaware
This Voting Agreement (“Voting Agreement”) is entered into as of April 5, 2010, by and between Symyx Technologies, Inc., a Delaware corporation (“Symyx”), and _______ (“Stockholder”).
BACKGROUNDCelanese-Symyx Collaboration Agreement • November 17th, 1999 • Symyx Technologies Inc • Services-commercial physical & biological research • California
RECITALSLicense Agreement • November 17th, 1999 • Symyx Technologies Inc • Services-commercial physical & biological research • California
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 29th, 2010 • Symyx Technologies Inc • Services-prepackaged software • Delaware
GUARANTEEGuarantee • June 29th, 2010 • Symyx Technologies Inc • Services-prepackaged software
GUARANTEE, dated as of June 28, 2010 (this “Guarantee”), by Vector Capital III, L.P. and Vector Capital IV, L.P. (collectively, the “Guarantors”, and each, a “Guarantor”), in favor of Symyx Technologies, Inc., a Delaware corporation (the “Guaranteed Party”).
1 EXHIBIT 10.7 [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI-TENANT PROPERTY) 1. BASIC PROVISIONS ("BASIC PROVISIONS") 1.1 PARTIES: This Lease ("LEASE"),...Symyx Technologies Inc • September 21st, 1999
ASSET PURCHASE AGREEMENT among: HPR Global, Inc., a Delaware corporation, Symyx Technologies, Inc., a Delaware corporation and Symyx Solutions, Inc., an Oregon corporation Dated as of February 11, 2010Asset Purchase Agreement • February 26th, 2010 • Symyx Technologies Inc • Services-prepackaged software • California
This Asset Purchase Agreement is entered into as of February 11, 2010, by and among HPR Global, Inc., a Delaware corporation (“Purchaser”), Symyx Technologies, Inc., a Delaware corporation (“Parent”) and Symyx Solutions, Inc., an Oregon corporation and wholly-owned subsidiary of Parent (“Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Alliance, Technology Transfer, Research and License Agreement The Dow Chemical Company - Symyx Technologies, Inc. – Symyx Discovery Tools, Inc.License Agreement • March 8th, 2005 • Symyx Technologies Inc • Services-commercial physical & biological research • Delaware
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”).
BACKGROUNDResearch and License Agreement • November 17th, 1999 • Symyx Technologies Inc • Services-commercial physical & biological research • Delaware
RESEARCH AND LICENSE AGREEMENT Effective January 1, 2008 among Symyx Technologies, Inc. Symyx Tools, Inc. Symyx Software, Inc. and ExxonMobil Research and Engineering Company ExxonMobil Chemical CompanyResearch and License Agreement • March 13th, 2009 • Symyx Technologies Inc • Services-prepackaged software • New York
This Research and License Agreement (“Agreement”), effective as of January 1, 2008 (“Effective Date”), is entered into by and among ExxonMobil Research and Engineering Company (“EMRE”); ExxonMobil Chemical Company (“EMCC”) (collectively, “ExxonMobil”), and Symyx Technologies, Inc. (“Symyx Tech”) Symyx Tools, Inc. (“Symyx Tools”) and Symyx Software, Inc. (“Symyx Software”) (collectively, “Symyx”). Certain definitions are set forth in Exhibit A hereto.
SYMYX TECHNOLOGIES, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • November 8th, 2007 • Symyx Technologies Inc • Services-commercial physical & biological research
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Symyx Technologies, Inc. (the “Company”) has granted you an option under its 2007 Stock Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
May 25, 2007 Jeryl L. Hilleman Sunnyvale, CA 94085 Re: Separation Agreement Dear Jeri: This letter sets forth our mutual agreement (“Agreement”) with respect to your employment transition.Separation Agreement • August 7th, 2007 • Symyx Technologies Inc • Services-commercial physical & biological research • California
SYMYX TECHNOLOGIES, INC. OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)Option Agreement • November 9th, 2007 • Symyx Technologies Inc • Services-commercial physical & biological research
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Symyx Technologies, Inc. (the “Company”) has granted you an option under its 2001 Nonstatutory Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
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, 2007Sale Agreement • August 15th, 2007 • Symyx Technologies Inc • Services-commercial physical & biological research • New York
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”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • March 17th, 2008 • Symyx Technologies Inc • Services-commercial physical & biological research
RECITALSInvestor Rights Agreement • September 21st, 1999 • Symyx Technologies Inc • California
October 1, 2007 Trevor Heritage Dear Trevor,Symyx Technologies Inc • May 8th, 2009 • Services-prepackaged software
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 5th, 2009 • Symyx Technologies Inc • Services-prepackaged software
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 25, 2009, among SYMYX TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and as L/C Issuer.
SYMYX TECHNOLOGIES, INC. STOCK OPTION ASSUMPTION AGREEMENTStock Option Assumption Agreement • April 4th, 2005 • Symyx Technologies Inc • Services-commercial physical & biological research
As you know, on April 1, 2005, (the “Closing Date”) Symyx Technologies, Inc. (“Symyx”) acquired Synthematix, Inc. (“Synthematix”) through a merger transaction (the “Merger”) in accordance with the terms and conditions of that certain Agreement and Plan of Merger by and among Symyx, Tar Acquisition Corporation (“Tar”), Synthematix and Clay Thorpe, as representative (the “Merger Agreement”). On the Closing Date, you held one or more outstanding unvested options to purchase shares of Synthematix common stock granted to you under the Synthematix Equity Compensation Plan, as amended, (the “Plan”) and documented with a Stock Option Agreement (the “Option Agreement”) issued to you under the Plan (the “Synthematix Options”). In accordance with the Merger Agreement, on the Closing Date Symyx assumed all obligations of Synthematix under the Synthematix Options. This Agreement evidences the assumption of the Synthematix Options, including the necessary adjustments to the unvested Synthematix Opti
