Prospectus Filed Pursuant to Rule 424(b)(3)

Accelrys, Inc. (“Accelrys”) and Symyx Technologies, Inc. (“Symyx”) entered into a merger agreement on April 5, 2010, pursuant to which a wholly-owned subsidiary of Accelrys will merge with and into Symyx and Symyx will become a wholly-owned subsidiary of Accelrys upon completion of the merger. The board of directors of each of Accelrys and Symyx has approved the merger agreement and the merger.

If the merger is completed, holders of Symyx common stock will be entitled to receive 0.7802 shares of Accelrys common stock for each share of Symyx common stock they own. This exchange ratio will not be adjusted for changes in the stock price of either company before the merger is completed. Accelrys common stock is listed on the NASDAQ Global Market and trades under the symbol “ACCL”. Symyx common stock is listed on the NASDAQ Global Select Market and trades under the symbol “SMMX”.

Based on the closing price of Accelrys common stock on April 1, 2010, the last trading day before public announcement of the merger, the 0.7802 exchange ratio represented an implied value of approximately $5.07 per share of Symyx common stock, as compared to the closing price of Symyx common stock of $4.47 per share on that date. Based on the closing price of Accelrys common stock on May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus, the 0.7802 exchange ratio represented an implied value of approximately $5.70 per share of Symyx common stock, as compared to the closing price of Symyx common stock of $5.73 per share on that date. You are urged to obtain current market quotations for Accelrys and Symyx common stock.

The boards of directors of Accelrys and Symyx believe that the combination of the two companies will produce a financially strong, well-diversified combined company that will be better positioned to enhance stockholder value by establishing itself as a leading scientific informatics software company.

Accelrys is soliciting proxies for use at a special meeting of its stockholders to consider and vote upon (i) a proposal to approve the issuance of shares of Accelrys common stock to the Symyx stockholders in connection with the merger, (ii) a proposal to approve an amendment to the Accelrys restated certificate of incorporation to increase the number of authorized shares of Accelrys common stock to 100,000,000 shares and (iii) an adjournment of the Accelrys special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals referred to in clauses (i) and (ii). The Accelrys board of directors recommends that Accelrys stockholders vote “FOR” each of the foregoing proposals. Approval of the issuance of Accelrys common stock in connection with the merger and the amendment to the Accelrys restated certificate of incorporation to increase the number of authorized shares of common stock is necessary to complete the merger.

Symyx is soliciting proxies for use at a special meeting of its stockholders to consider and vote upon (i) a proposal to adopt the merger agreement with Accelrys and (ii) an adjournment of the Symyx special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal to adopt the merger agreement with Accelrys. The Symyx board of directors recommends that Symyx stockholders vote “FOR” each of the foregoing proposals. Approval of the adoption of the merger agreement is necessary to complete the merger.

Your vote is very important. The merger cannot be completed unless (i) the Accelrys stockholders approve the issuance of Accelrys common stock in connection with the merger and the amendment to the Accelrys restated certificate of incorporation and (ii) the Symyx stockholders adopt the merger agreement. Whether or not you plan to attend your respective company’s special meeting of stockholders, please submit your proxy as soon as possible to make sure that your shares are represented at the applicable meeting.

This joint proxy statement/prospectus provides you with detailed information about the Accelrys special meeting, the Symyx special meeting, the merger and the other business to be considered by each company’s stockholders. In addition to being a proxy statement for both Accelrys and Symyx, this document is also a prospectus to be used by Accelrys when issuing Accelrys common stock to Symyx stockholders in connection with the merger. Accelrys and Symyx encourage you to read the entire document carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 34 for a discussion of the risks related to the merger and to ownership of Accelrys common stock after the merger is completed.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated May 17, 2010 and is first being mailed to stockholders of Accelrys and Symyx on or about May 24, 2010.

This joint proxy statement/prospectus incorporates by reference important business and financial information about Accelrys and Symyx from other documents that each company has filed with the Securities and Exchange Commission but that have not been included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information” beginning on page 142. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus through the Securities and Exchange Commission website at www.sec.gov or by requesting them in writing or by telephone at the appropriate address below.

Accelrys and its proxy solicitor, Laurel Hill Advisory Group, LLC, and Symyx and its proxy solicitor, MacKenzie Partners, Inc., will provide you with copies of such documents (excluding all exhibits unless Accelrys or Symyx, as the case may be, has specifically incorporated by reference an exhibit into this joint proxy statement/prospectus), relating to Accelrys or Symyx, as applicable, without charge, upon written or oral request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

In addition, if you have questions about the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may request them in writing or by telephone from the appropriate company at the addresses and telephone numbers noted above. You will not be charged for any of these documents that you request.

In order for you to receive timely delivery of the documents in advance of the Accelrys special meeting or the Symyx special meeting, you must request the information no later than June 23, 2010.

This joint proxy statement/prospectus, which forms a part of a registration statement on Form S-4 filed with the Securities and Exchange Commission by Accelrys (File No. 333-166524), constitutes a prospectus of Accelrys under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of Accelrys common stock to be issued to Symyx stockholders in connection with the merger.

This joint proxy statement/prospectus also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, (i) with respect to the Accelrys special meeting, at which Accelrys stockholders will be asked to consider and vote upon certain proposals, including a proposal to approve the issuance of shares of Accelrys common stock in connection with the merger and an amendment to the Accelrys restated certificate of incorporation to increase the number of authorized shares of common stock and (ii) with respect to the Symyx special meeting, at which Symyx stockholders will be asked to consider and vote upon certain proposals, including a proposal to adopt the merger agreement.

A special meeting of stockholders of Accelrys, Inc., a Delaware corporation, will be held on Wednesday, June 30, 2010, at 10:00 a.m., local time, at the principal offices of Accelrys located at 10188 Telesis Court, Suite 100, San Diego, California 92121, for the following purposes:

The Accelrys board of directors recommends that Accelrys stockholders vote “FOR” each of the foregoing proposals.

The Accelrys board of directors has fixed May 13, 2010 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Accelrys special meeting and any adjournment or postponement thereof. Only holders of record of shares of Accelrys common stock at the close of business on the record date are entitled to notice of, and to vote at, the Accelrys special meeting. At the close of business on the record date, Accelrys had outstanding and entitled to vote 27,765,557 shares of common stock.

Your vote is important. The affirmative vote of the holders of a majority of the shares of Accelrys common stock present and entitled to vote either in person or by proxy at the Accelrys special meeting is required for approval of Accelrys Proposal Nos. 1 and 3. The affirmative vote of the holders of a majority of the shares of Accelrys common stock outstanding and entitled to vote is required for approval of Accelrys Proposal No. 2.

All Accelrys stockholders are cordially invited to attend the Accelrys special meeting in person. However, even if you plan to attend the Accelrys special meeting in person, Accelrys requests that you sign and return the enclosed proxy card to ensure that your shares of Accelrys common stock will be represented at the Accelrys special meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, all of your shares will be voted “for” Accelrys Proposal Nos. 1, 2 and 3. If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Accelrys special meeting and will have the same effect as an “against” vote with respect to Accelrys Proposal No. 2 but no effect with respect to Accelrys Proposal Nos. 1 and 3. If you do attend the Accelrys special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Pursuant to rules adopted by the Securities and Exchange Commission, Accelrys has elected to provide access to the proxy materials of Accelrys both by sending you this full set of proxy materials, including a proxy card, and by making a copy of the proxy materials available to you on the Internet. This joint proxy statement/prospectus and the Accelrys 2009 Annual Report on Form 10-K are available at Accelrys’s website at www.accelrys.com. Additionally, and in accordance with the rules of the Securities and Exchange Commission, you may access Accelrys’s proxy statement at www.accelrys.com/proxymaterials, which does not use “cookies” to identify visitors to the site.

This joint proxy statement/prospectus provides you with detailed information about the merger and the other business to be considered by the Accelrys stockholders at the Accelrys special meeting. Accelrys encourages you to read the entire document carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 34 for a discussion of the risks related to the merger and to ownership of Accelrys common stock after the merger is completed.

IMPORTANT: Whether or not you expect to attend the Accelrys special meeting, please complete, date, sign and return the enclosed proxy card as promptly as possible in order to ensure that your shares of Accelrys common stock will be represented at the Accelrys special meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you withdraw your proxy and attend the Accelrys special meeting. Please note, however, that if your shares are held of record by a broker or other nominee and you wish to vote at the Accelrys special meeting, you must obtain a proxy issued in your name from that record holder prior to the Accelrys special meeting.

You are invited to attend the special meeting of stockholders of Symyx Technologies, Inc., a Delaware corporation, which will be held on Wednesday, June 30, 2010 at 10:00 a.m., local time, at 2440 Camino Ramon, Suite 300, San Ramon, California 94583 for the following purposes:

The Symyx board of directors recommends that Symyx stockholders vote “FOR” each of the foregoing proposals.

The Symyx board of directors has fixed May 14, 2010 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Symyx special meeting and any adjournment or postponement thereof. Only holders of record of shares of Symyx common stock at the close of business on the record date are entitled to notice of, and to vote at, the Symyx special meeting. At the close of business on the record date, Symyx had outstanding and entitled to vote 35,018,127 shares of common stock.

Your vote is important. The affirmative vote of the holders of a majority of the shares of Symyx common stock outstanding and entitled to vote is required for approval of Symyx Proposal No. 1. The affirmative vote of the holders of a majority of the shares of Symyx common stock present and entitled to vote either in person or by proxy at the Symyx special meeting is required for approval of Symyx Proposal No. 2.

All Symyx stockholders are cordially invited to attend the Symyx special meeting in person. However, even if you plan to attend the Symyx special meeting in person, Symyx requests that you sign and return the enclosed proxy card or vote over the Internet or by telephone as instructed on the enclosed proxy card and thus ensure that your shares of Symyx common stock will be represented at the Symyx special meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, all of your shares will be voted “for” Symyx Proposal Nos. 1 and 2. If you fail to return your proxy card or to vote by telephone or over the Internet, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Symyx special meeting and will have the same effect as an “against” vote with respect to Symyx Proposal No. 1 but no effect with respect to Symyx Proposal No. 2. If you do attend the Symyx special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Symyx intends to mail these proxy solicitation materials on or about May 24, 2010 to all stockholders of record entitled to vote at the Symyx special meeting.

This joint proxy statement/prospectus provides you with detailed information about the merger and the other business to be considered by the Symyx stockholders at the Symyx special meeting. Symyx encourages you to read the entire document carefully. Please pay particular attention to the section entitled “Risk Factors” beginning on page 34 for a discussion of the risks related to the merger and to ownership of Accelrys common stock after the merger is completed.

IMPORTANT: Whether or not you expect to attend the Symyx special meeting, Symyx urges you to mark, sign, date and return the proxy card, or vote over the Internet or by telephone as instructed in these materials, as promptly as possible to ensure your representation at the Symyx special meeting. Even if you have voted by proxy, you may still vote in person if you withdraw your proxy and attend the Symyx special meeting. Please note, however, that if your shares are held of record by a broker or other nominee and you wish to vote at the Symyx special meeting, you must obtain a proxy issued in your name from that record holder prior to the Symyx special meeting.

The following are some questions that you, as a stockholder of Accelrys, Inc. (“Accelrys”) and/or Symyx Technologies, Inc. (“Symyx”), may have regarding the Merger (as defined below), the Accelrys special meeting or the Symyx special meeting, together with brief answers to those questions. Accelrys and Symyx urge you to read carefully the remainder of this joint proxy statement/prospectus, including the annexes and other documents referred to in this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you with respect to the Merger, the Accelrys special meeting or the Symyx special meeting.

This document constitutes both a joint proxy statement of Accelrys and Symyx and a prospectus of Accelrys. It is a joint proxy statement because the boards of directors of both companies are soliciting proxies from their respective stockholders. It is a prospectus of Accelrys because Accelrys will use it in connection with the issuance of shares of its common stock in exchange for shares of Symyx common stock in connection with the Merger. This document contains important information about the Merger, the Accelrys special meeting and the Symyx special meeting, and you should read it carefully.

No fractional shares of Accelrys common stock will be issued to Symyx stockholders in connection with the Merger. Instead, Symyx stockholders will receive cash in lieu of any fractional share of Accelrys common stock that they would otherwise be entitled to receive in connection with the Merger. For a more complete discussion of what Symyx stockholders will receive in connection with the Merger, see the sections entitled “The Merger—What Symyx Stockholders Will Receive in the Merger” and “The Merger—Ownership of Accelrys After the Completion of the Merger” beginning on pages 41 and 42, respectively.

For a more complete discussion of the Exchange Ratio, see the section entitled “The Merger—What Symyx Stockholders Will Receive in the Merger” beginning on page 41.

For a more complete discussion of the ownership of Accelrys after the completion of the Merger, see the section entitled “The Merger—Ownership of Accelrys After the Completion of the Merger” beginning on page 42.

For example, if you hold an option to purchase up to 1,000 shares of Symyx common stock at an exercise price of $12.00 per share, upon completion of the Merger such option will be converted into an option to purchase up to 780 shares of Accelrys common stock at an exercise price of $15.38 per share.

Upon completion of the Merger, all outstanding restricted stock units (“RSUs”) representing rights to receive Symyx common stock will automatically vest in full and will entitle the holders thereof to receive shares of Accelrys common stock in accordance with the Exchange Ratio.

For a more complete discussion of what holders of Symyx stock options and RSUs will receive in connection with the Merger, see the section entitled “The Merger—Treatment of Symyx Stock Options and Restricted Stock Units” beginning on page 42.

Symyx Stockholder Approval. To complete the Merger, Symyx stockholders must approve the adoption of the Merger Agreement (the “Symyx Merger Proposal”), which approval requires the affirmative vote of the holders of a majority of the shares of Symyx common stock outstanding and entitled to vote.

In addition to the receipt of the foregoing stockholder approvals, each of the other conditions to the completion of the Merger contained in the Merger Agreement must be satisfied or waived. For a more complete discussion of the conditions to the completion of the Merger under the Merger Agreement, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 96.

Tax matters are very complicated, and the tax consequences of the Merger to a particular Accelrys or Symyx stockholder will depend in part on such stockholder’s circumstances. Accordingly, Accelrys and Symyx urge you to consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For a more complete discussion of the material federal income tax consequences of the Merger, see the section entitled, “Material United States Federal Income Tax Consequences of the Merger” beginning on page 82.

Symyx. All Symyx stockholders of record as of the close of business May 14, 2010, the record date for the Symyx special meeting, are entitled to receive notice of and to vote at the Symyx special meeting.

If you are an Accelrys stockholder, you may vote by completing and signing the Accelrys proxy card that accompanies this joint proxy statement/prospectus and promptly mailing it in the enclosed postage-prepaid envelope. Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the Accelrys special meeting.

If you are a Symyx stockholder, you may provide your proxy instructions in three different ways. First, you can mail your signed Symyx proxy card in the enclosed return envelope. Alternatively, you can provide your proxy instructions by calling the toll-free call center set up for this purpose indicated on the enclosed Symyx proxy card and following the instructions provided. Please have your Symyx proxy card available when you call. Finally, you can provide your proxy instructions over the Internet by accessing the website indicated on the enclosed Symyx proxy card and following the instructions provided. Please have your Symyx proxy card available when you access the web page. Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the Symyx special meeting.

If you are an Accelrys stockholder and you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Accelrys special meeting and all of your shares will be voted “FOR” Accelrys Proposal Nos. 1, 2 and 3. However, if you submit a proxy card and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Accelrys special meeting, but will not be voted at the Accelrys special meeting. As a result, your abstention will have the same effect as voting “AGAINST” Accelrys Proposal Nos. 1, 2 and 3.

If you are a Symyx stockholder and you do not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Symyx special meeting, your shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Symyx special meeting, and your actions will have no effect on the outcome of Symyx Proposal No. 2 (adjournment to solicit additional proxies, if necessary). However, any of those actions will have the same effect as voting “AGAINST” Symyx Proposal No. 1 (Symyx Merger Proposal).

If you are a Symyx stockholder and you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Symyx special meeting and all of your shares will be voted “FOR” Symyx Proposal Nos. 1 and 2. However, if you submit a proxy card or provide proxy instructions by telephone or over the Internet and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Symyx special meeting, but will not be voted at the Symyx special meeting. As a result, your abstention will have the same effect as voting “AGAINST” Symyx Proposal Nos. 1 and 2.

Brokers or other nominees who hold shares in street name for a beneficial owner typically have the authority to vote in their discretion on “routine” proposals, even when they have not received instructions from the beneficial owner. However, brokers or other nominees are not allowed to exercise their voting discretion on matters that are determined to be “non-routine” without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker or other nominee that are represented at the applicable special meeting, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares how to vote on the particular proposal and the broker or other nominee does not have discretionary voting power on such proposal.

Accelrys believes that brokers or other nominees do not have discretionary authority to vote on the Share Issuance Proposal or the Certificate of Amendment Proposal. Therefore, if you are an Accelrys stockholder and you do not instruct your broker or other nominee on how to vote your shares:

Symyx believes that brokers or other nominees do not have discretionary authority to vote on the Symyx Merger Proposal. Therefore, if you are a Symyx stockholder and you do not instruct your broker or other nominee on how to vote your shares:

If your shares of Accelrys common stock or Symyx common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Accelrys special meeting or the Symyx special meeting, as applicable. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Accelrys special meeting or Symyx special meeting, as applicable, unless you obtain a “legal proxy” from the broker or other nominee that holds your shares giving you the right to vote the shares in person at the applicable stockholder meeting.

Stockholders who hold a majority of the shares of Symyx common stock outstanding as of the close of business on the record date for the Symyx special meeting must be present either in person or by proxy in order to constitute a quorum to conduct business at the Symyx special meeting.

If you are an Accelrys stockholder you should contact Accelrys or Laurel Hill, Accelrys’s proxy solicitor, or if you are Symyx stockholder you should contact Symyx or MacKenzie Partners, Symyx’s proxy solicitor, at the applicable address and telephone number listed below:

If your shares are held in a stock brokerage account or by another nominee, you should call your broker or other nominee for additional information.

If you are a holder of Symyx common stock, you will receive written instructions from American Stock Transfer & Trust Co., the exchange agent, after the Merger is completed regarding how to exchange your Symyx stock certificates for certificates representing shares of Accelrys common stock.

Accelrys stockholders will not be required to exchange their stock certificates in connection with the Merger and should keep their stock certificates both now and after the Merger is completed.

SUMMARY

This joint proxy statement/prospectus is being sent to Accelrys stockholders and Symyx stockholders. This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the information that is important to you with respect to the Accelrys Merger Proposals, the Symyx Merger Proposal or any other matter described in this joint proxy statement/prospectus. Accelrys and Symyx urge you to read carefully this joint proxy statement/prospectus, as well as the documents attached to and referenced in this joint proxy statement/prospectus, to fully understand the Merger. In particular, you should read the Merger Agreement, the amendment to the Accelrys rights agreement, the forms of voting agreements and the employment agreements, which are described elsewhere in this joint proxy statement/prospectus and attached as Annexes A, B, C and D and E through H, respectively. In addition, Accelrys and Symyx encourage you to read the information incorporated by reference into this joint proxy statement/prospectus, which includes important business and financial information about Accelrys and Symyx that has been filed with the SEC. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find Additional Information” beginning on page 142.

When this joint proxy statement/prospectus refers to the “combined company,” it means Accelrys and its subsidiaries and Symyx and its subsidiaries, collectively.

The Companies

Accelrys, Inc.

Accelrys develops and commercializes scientific business intelligence software and solutions that enable its customers to accelerate the discovery and development of new drugs and materials. Accelrys’s customers include pharmaceutical, biotechnology and other life science companies, as well as companies that are in the energy, chemicals, aerospace and consumer packaged goods markets. Accelrys’s software and service solutions are used by its customers’ scientists, biologists, chemists and information technology professionals in order to aggregate, mine, integrate, analyze, simulate, manage and interactively report scientific data.

Accelrys is headquartered in San Diego, California and was incorporated in Delaware in 1993. Accelrys’s principal offices are located at 10188 Telesis Court, Suite 100, San Diego, California, 92121 and its telephone number is (858) 799-5000. Accelrys’s principal website is www.accelrys.com. Accelrys common stock is listed on the NASDAQ Global Market and trades under the symbol “ACCL”. Additional information about Accelrys and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

Symyx Technologies, Inc.

Symyx provides a suite of scientific software, content and technology, as well as associated professional services, to support R&D information lifecycle management across the enterprise. Symyx’s customers include R&D-based companies in the life sciences, chemicals, energy and consumer and industrial products industries. Symyx’s products, including a market-leading electronic laboratory notebook, decision support software, chemical informatics and sourcing databases, improve scientists’ ability to search, develop, manage, manipulate and store research data and to manage intellectual property.

Symyx is headquartered in Sunnyvale, California and was incorporated in California in 1994 and reincorporated in Delaware in 1999. Symyx’s principal offices are located at 1263 East Arques Avenue, Sunnyvale, California 94085 and its telephone number is (408) 764-2000. Symyx’s principal website is www.symyx.com. Symyx common stock is listed on the NASDAQ Global Select Market and trades under the symbol “SMMX”. Additional information about Symyx and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

Alto Merger Sub, Inc.

Merger Sub is a wholly-owned subsidiary of Accelrys and was incorporated in Delaware in April 2010, solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

The Merger

Each of the boards of directors of Accelrys and Symyx has approved the combination of the businesses of Accelrys and Symyx in what the parties intend to be a “merger of equals.” Accelrys and Symyx have entered into the Merger Agreement, which provides that, subject to the terms and conditions of the Merger Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), upon completion of the Merger, Merger Sub will merge with and into Symyx, with Symyx continuing as the surviving entity and as a wholly-owned subsidiary of Accelrys.

What Symyx Stockholders Will Receive in the Merger

At the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders of Symyx common stock, each share of Symyx common stock that is issued and outstanding immediately prior to the completion of the Merger (other than any shares of Symyx common stock held by Accelrys, Merger Sub, Symyx or any subsidiary of Accelrys or Symyx, which will be cancelled upon completion of the Merger) will be converted into the right to receive 0.7802 shares of Accelrys common stock. The Exchange Ratio is fixed and will not be adjusted based upon changes in the price of Symyx common stock or Accelrys common stock prior to the completion of the Merger. As a result, the value of the shares of Accelrys common stock that Symyx stockholders will receive in connection with the Merger will not be known before the Merger is completed and will fluctuate as the price of Accelrys common stock fluctuates. No fractional shares of Accelrys common stock will be issued to Symyx stockholders in connection with the Merger. Instead, Symyx stockholders will be entitled to receive cash in lieu of any fractional shares of Accelrys common stock that they would otherwise be entitled to receive.

For a more complete discussion of what Symyx stockholders will receive in connection with the Merger, see the section entitled “The Merger—What Symyx Stockholders Will Receive in the Merger” beginning on page 41.

Ownership of Accelrys After the Completion of the Merger

Based on the number of shares of Accelrys common stock and Symyx common stock outstanding as of May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus, if the Merger had been completed on such date, the holders of Symyx common stock would have been entitled to receive shares of Accelrys common stock representing approximately 49.8% of all shares of Accelrys common stock outstanding as of immediately following the completion of the Merger. Accelrys stockholders would have continued to own their existing shares, which would not be affected by the Merger, and such shares would have represented approximately 50.2% of all shares of Accelrys common stock outstanding as of immediately following the completion of the Merger. However, because the Exchange Ratio is fixed, to the extent that the number of shares of outstanding common stock of either Accelrys or Symyx changes prior to the completion of the Merger, whether due to any new issuance of shares of Accelrys common stock or Symyx common stock, any exercise of any outstanding options or other rights to purchase shares of Accelrys common stock or Symyx common stock or otherwise, there will automatically occur a corresponding change in the relative ownership percentages of the current Accelrys stockholders and the current Symyx stockholders of the combined company. Though it is theoretically possible that this change in relative ownership percentages could result in Symyx stockholders holding more than a majority of

the outstanding shares of Accelrys common stock upon completion of the Merger, each of Accelrys and Symyx believes that the probability of such outcome is highly unlikely. Accordingly, the disclosure relating to the effects of the Merger assumes that the Symyx stockholders are issued shares of Accelrys common stock representing less than 50% of the combined company upon completion of the Merger.

Treatment of Symyx Stock Options and Restricted Stock Units

Upon completion of the Merger, each Symyx stock option that is outstanding and unexercised immediately prior to the completion of the Merger will be converted into an option to purchase shares of Accelrys common stock (with the number of shares subject to such option and the exercise price applicable to such option adjusted to give effect to the Exchange Ratio). Accelrys will assume each such stock option in accordance with the terms and conditions of the applicable Symyx stock option plan and stock option agreement relating to such Symyx stock option, subject to the adjustments described in the preceding sentence.

Upon completion of the Merger, all outstanding RSUs representing rights to receive Symyx common stock will automatically vest in full and will entitle the holders thereof to receive shares of Accelrys common stock in accordance with the Exchange Ratio.

For a more complete discussion of the treatment of Symyx stock options and RSUs, see the section entitled “The Merger—Treatment of Symyx Stock Options and Restricted Stock Units” beginning on page 42.

What Accelrys Stockholders Will Receive in the Merger

Accelrys stockholders will not receive any additional shares of Accelrys common stock as a result of the Merger, and the rights associated with their shares of Accelrys common stock will remain unchanged, except insofar as the relative voting power associated with such shares will be diluted as a result of the issuance of additional shares of Accelrys common stock to Symyx stockholders in connection with the Merger.

Treatment of Accelrys Stock Options and Restricted Stock Units

Except as otherwise provided under individual employment and equity award grant agreements, Accelrys equity awards will remain outstanding and generally will not be affected by the Merger.

Board of Directors and Executive Officers of Accelrys After the Completion of the Merger

As provided in the Merger Agreement, upon completion of the Merger, the Accelrys board of directors will be made up of 10 directors, initially consisting of the six current members of the Accelrys board of directors and four of the current members of the Symyx board of directors. The current members of the Accelrys board of directors are Kenneth L. Coleman, Ricardo Levy, Max Carnecchia, Larry Ferguson, Jeffrey Rodek and Christopher Steffen. The current members of the Symyx board of directors who will be appointed to the Accelrys board of directors upon completion of the Merger are Steven Goldby, Timothy Harkness, Bruce Pasternack and Chris van Ingen.

Following the completion of the Merger, the Accelrys board of directors will continue to be divided into three classes. The members of Class I will consist of Jeffrey Rodek and Larry Ferguson, current directors of Accelrys, and Steven Goldby, a current director of Symyx. The term of the Class I directors will expire at the 2011 annual meeting of Accelrys stockholders. The members of Class II will consist of Max Carnecchia and Christopher Steffen, current directors of Accelrys, and Timothy Harkness, a current director of Symyx. The term

of the Class II directors will expire at the 2012 annual meeting of Accelrys stockholders. The members of Class III will consist of Kenneth L. Coleman and Ricardo Levy, current directors of Accelrys, and Chris van Ingen and Bruce Pasternack, current directors of Symyx. The term of the Class III directors will expire at the 2010 annual meeting of Accelrys stockholders. The four current directors of Symyx who will join the Accelrys board of directors will be appointed to the Accelrys board of directors upon completion of the Merger and are not up for election at either the Accelrys special meeting or the Symyx special meeting to which this joint proxy statement/prospectus relates. In addition, in the event that the 2010 annual meeting of Accelrys stockholders occurs prior to the completion of the Merger, and therefore prior to the appointment of the current Symyx directors to the Accelrys board of directors, the terms to be served by Chris van Ingen and Bruce Pasternack will not expire until the 2013 annual meeting of Accelrys stockholders.

Upon completion of the Merger, the current President and Chief Executive Officer of Accelrys, Max Carnecchia, will continue to serve as the President and Chief Executive Officer of the combined company, and Michael Piraino, the current Senior Vice President and Chief Financial Officer of Accelrys, will continue to serve as the Senior Vice President and Chief Financial Officer of the combined company.

For a more complete discussion of the directors and executive officers of Accelrys after the completion of the Merger, see the section entitled “The Merger—Board of Directors and Executive Officers of Accelrys After the Completion of the Merger” beginning on page 75.

Employment Agreements Between Accelrys and Certain Executive Officers of Symyx

On April 4, 2010, in anticipation of the execution of the Merger Agreement, Accelrys entered into short-term employment agreements with certain executive officers of Symyx. These employment agreements cover a transition period of six to nine months and will become effective only upon completion of the Merger. For a more complete discussion of the employment agreements entered into between Accelrys and certain executive officers of Symyx, see the section entitled “The Employment Agreements with Certain Executive Officers of Symyx” beginning on page 105.

Recommendations of the Accelrys Board of Directors and its Reasons for the Merger

The Accelrys board of directors has approved the Merger Agreement and the Merger. The Accelrys board of directors has determined that the Merger Agreement and the Merger are advisable and fair to, and in the best interests of, Accelrys and its stockholders, and therefore recommends that Accelrys stockholders vote “FOR” the Share Issuance Proposal and “FOR” the Certificate of Amendment Proposal as contemplated by the Merger Agreement. In reaching these decisions, the Accelrys board of directors considered a number of factors. See the section entitled “The Merger—Recommendations of the Accelrys Board of Directors and its Reasons for the Merger” beginning on page 54.

Recommendation of the Symyx Board of Directors and its Reasons for the Merger

The Symyx board of directors has approved the Merger Agreement and the Merger. The Symyx board of directors has determined that the Merger Agreement and the Merger are advisable and fair to, and in the best interests of, Symyx and its stockholders, and therefore recommends that Symyx stockholders vote “FOR” the Symyx Merger Proposal. In reaching these decisions, the Symyx board of directors considered a number of factors. See the section entitled “The Merger—Recommendation of the Symyx Board of Directors and its Reasons for the Merger” beginning on page 56.

Opinions of Financial Advisors

Accelrys’s Financial Advisor

In connection with the Merger, the Accelrys board of directors received a written opinion, dated April 4, 2010, from Accelrys’s financial advisor, Jefferies & Company, Inc. (“Jefferies”) as to the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to Accelrys, subject to the assumptions, limitations, qualifications and factors contained in its opinion. The summary of the Jefferies opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Jefferies provided its opinion solely for the use and benefit of the Accelrys board of directors in connection with its consideration of the Merger Agreement and the Merger. The Jefferies opinion was not intended to be and does not constitute a recommendation to any Accelrys stockholder as to how that stockholder should vote or act with respect to the Accelrys Merger Proposals.

For a more complete discussion of the Jefferies opinion, see the section entitled “The Merger—Opinion of Accelrys’s Financial Advisor” beginning on page 59. See also Annex I to this joint proxy statement/prospectus, which includes the full text of the Jefferies opinion.

Symyx’s Financial Advisor

In connection with the Merger, the Symyx board of directors received a written opinion, dated April 4, 2010, from Symyx’s financial advisor, UBS Securities LLC (“UBS”), as to the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to the holders of Symyx common stock. Holders of Symyx common stock are encouraged to read UBS’ opinion carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. UBS’ opinion was provided for the benefit of the Symyx board of directors (solely in its capacity as such) in connection with, and for the purpose of, its evaluation of the Exchange Ratio from a financial point of view and does not address any other aspect of the Merger. The opinion does not address the relative merits of the Merger as compared to other business strategies or transactions that might be available with respect to Symyx or Symyx’s underlying business decision to effect the Merger. The opinion does not constitute a recommendation to any Symyx stockholder as to how to vote or act with respect to the Merger.

For a more complete discussion of UBS’ opinion, see the section entitled “The Merger—Opinion of Symyx’s Financial Advisor” beginning on page 65. See also Annex J to this joint proxy statement/prospectus, which includes the full text of UBS’ opinion.

Interests of Directors and Executive Officers in the Merger

You should be aware that certain directors and executive officers of Accelrys and Symyx have interests in the Merger that are different from, or in addition to, the interests of the stockholders of Accelrys and Symyx generally.

Accelrys Directors and Executive Officers

Interests of the Accelrys directors and executive officers relate to (i) the continuing service of each of Accelrys’s current President and Chief Executive Officer, Max Carnecchia, and current Senior Vice President and Chief Financial Officer, Michael Piraino, as President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, respectively, of the combined company after the Merger is completed and (ii) the continuing service of Kenneth L. Coleman, Max Carnecchia, Larry Ferguson, Ricardo Levy, Jeffrey Rodek and Christopher Steffen as directors of Accelrys after the Merger is completed.

For a more complete discussion of the interests of the directors and executive officers of Accelrys in the Merger, see the section entitled “The Merger—Interests of Accelrys Directors and Executive Officers in the Merger” beginning on page 76.

Symyx Directors and Executive Officers

Interests of the Symyx directors and executive officers relate to (i) the appointment of Steven Goldby, Timothy Harkness, Bruce Pasternack and Chris van Ingen (each of whom are current members of the Symyx board of directors) as directors of Accelrys in connection with the completion of the Merger, (ii) existing employment agreements between Symyx and certain officers that provide for severance benefits upon qualifying terminations that could occur in connection with the Merger, (iii) new short-term employment agreements between Accelrys and certain executive officers of Symyx that provide for base salaries, bonuses, benefits and severance payments that will become effective upon completion of the Merger and (iv) the right to continued indemnification and insurance coverage for directors and executive officers of Symyx after the Merger is completed pursuant to the terms of the Merger Agreement.

For a more complete discussion of the interests of the directors and executive officers of Symyx in the Merger, see the sections entitled “The Merger—Interests of Symyx Directors and Executive Officers in the Merger” and “The Employment Agreements with Certain Executive Officers of Symyx” beginning on pages 76 and 105, respectively.

Anticipated Accounting Treatment of the Merger

Although management of Accelrys and Symyx consider the Merger to be a “merger of equals,” the Merger will be accounted for as a business combination under the acquisition method of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”). Under GAAP, Accelrys will be the deemed accounting acquirer and Symyx will be the deemed accounting acquiree. For a more complete discussion of the accounting treatment of the Merger, see the section entitled “The Merger—Anticipated Accounting Treatment” beginning on page 79.

Material United States Federal Income Tax Consequences of the Merger

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, and it is a condition to the completion of the Merger that Accelrys and Symyx each receive written opinions from their respective outside legal counsel regarding such qualification. Assuming the Merger qualifies as a reorganization, Symyx stockholders generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of Symyx common stock for shares of Accelrys common stock in connection with the Merger. However, if a Symyx stockholder receives cash in lieu of a fractional share of Accelrys common stock, then such stockholder generally will recognize gain or loss equal to the difference between such stockholder’s basis in the fractional share and the amount of cash received. Accelrys stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the Merger.

Tax matters are very complicated, and the tax consequences of the Merger to a particular Accelrys or Symyx stockholder will depend in part on such stockholder’s circumstances. Accordingly, Accelrys and Symyx urge you to consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including the applicability and effect of federal, state, local and foreign income and other tax laws. For more information, see the section entitled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 82.

No Appraisal Rights

Neither Accelrys stockholders nor Symyx stockholders stock will be entitled to exercise any appraisal rights in connection with the Merger.

Regulatory Approvals

The Merger is subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder. Accelrys and Symyx have made their respective filings to the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the U.S. Federal Trade Commission (the “FTC”), and the waiting period applicable to these filings has expired.

For a more complete discussion of the regulatory approvals relating to the Merger, see the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 80.

Conditions to the Completion of the Merger

The parties currently expect to complete the Merger in the third quarter of 2010. Completion of the Merger will only be possible, however, after all conditions to the completion of the Merger contained in the Merger Agreement are satisfied or waived, including after Accelrys and Symyx receive stockholder approvals at their respective special meetings and receive all required regulatory approvals. It is possible, therefore, that factors outside of each company’s control could require them to complete the Merger at a later time or not complete it at all.

The obligations of Accelrys and Symyx to complete the Merger are each subject to the satisfaction of the following conditions, subject, in some cases, to the exceptions or limitations contained in confidential disclosure schedules delivered to each party by the other:

•

accuracy of the other party’s representations and warranties contained in the Merger Agreement (in some instances without giving effect to materiality qualifications), provided that inaccuracies in certain representations and warranties will be disregarded so long as the circumstances giving rise to all such inaccuracies, considered collectively, do not constitute, and would not reasonably be expected to have or result in, a material adverse effect on such other party;

•

prior performance by the other party, in all material respects, of all of its obligations under the Merger Agreement;

•

approval by the Symyx stockholders of the Symyx Merger Proposal;

•

approval by the Accelrys stockholders of the Accelrys Merger Proposals;

•

absence of any event or development as of the date of the Merger Agreement that has had or would reasonably be excepted to have, individually or in the aggregate, a material adverse effect on the other party;

•

absence of any injunctions or other legal restraints, or action taken by any governmental body, preventing the completion of the Merger or legal requirements enacted that would make the completion of the Merger illegal;

•

timely filing of the other party’s reports and other documents required to be filed with the SEC;

•

receipt of a certificate executed by an executive officer of the other party as to the satisfaction of the conditions described in the preceding bullets;

•

effectiveness of this joint proxy statement/prospectus and the absence of a stop order or proceedings threatened or initiated by the SEC for that purpose;

•

receipt of an opinion from that party’s outside legal counsel to the effect that the Merger will be treated as a “reorganization” within the meaning of Section 368 of the Code;

•

absence of certain pending or threatened legal proceedings by a governmental body;

•

termination or expiration of any waiting period (and any extension thereof) applicable to the Merger under the HSR Act and receipt of certain other required regulatory approvals or consents; and

•

authorization of the listing of the shares of Accelrys common stock to be issued in connection with the Merger on the NASDAQ Global Market, subject to notice of issuance.

For a more complete discussion of the conditions to the completion of the Merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 96.

No Solicitations

In the Merger Agreement, each of Accelrys and Symyx has agreed that it will not directly or indirectly:

•

solicit, initiate or knowingly encourage or knowingly facilitate an alternative acquisition proposal with respect to it;

•

furnish any information regarding itself or its subsidiaries to any person or entity in connection with or in response to an acquisition proposal with respect to it;

•

engage in discussions or negotiations regarding, or that prior to such discussions or negotiations, would reasonably be expected to give rise to, an alternative acquisition proposal with respect to it;

•

approve or recommend any alternative acquisition proposal; or

•

enter into any letter of intent or similar document contemplating or relating to an alternative acquisition transaction with respect to it.

The Merger Agreement does not, however, prohibit either Accelrys or Symyx from considering a bona fide written alternative acquisition proposal from a third party prior to obtaining the requisite stockholder approval of the Accelrys Merger Proposals or Symyx Merger Proposal, as applicable, if specified conditions are met. For further discussion of the prohibition on solicitation of acquisition proposals from third parties, see the section entitled “The Merger Agreement—No Solicitations” beginning on page 91.

Termination of the Merger Agreement

Generally and except as specified below, the Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the completion of the Merger, including after the required Accelrys stockholder approval and/or Symyx stockholder approval is obtained:

•

by mutual written consent of Accelrys and Symyx; or

•

by either party, if:

^¡

the Merger has not been completed by December 31, 2010, subject to certain exceptions;

^¡

a governmental entity issues a final and non-appealable order, or has taken any other action having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger;

^¡

after a vote duly taken, the required approval of the Accelrys Merger Proposals and the Symyx Merger Proposal by the respective stockholders of Accelrys or Symyx has not been obtained at the respective stockholders meeting (or at any adjournment or postponement thereof);

^¡

subject to cure periods, the other party’s representations and warranties are inaccurate or the other party fails to comply with its covenants, in each case, such that the closing conditions relating to the accuracy of the other party’s representations and warranties or relating to the performance of the other party’s covenants, as applicable, would not be satisfied;

^¡

the other party’s board of directors (i) fails to recommend that its stockholders approve the Accelrys Merger Proposals or Symyx Merger Proposal, as applicable, (ii) has withdrawn its recommendation in a manner adverse to the other party or (iii) fails to reaffirm its recommendation upon request of the other party; or

^¡

the other party (i) breaches the no-solicitation provision of the Merger Agreement (subject to materiality qualifications), (ii) fails to conduct its stockholder meeting in accordance with the terms of the Merger Agreement (subject to materiality qualifications), (iii) fails to include in this joint proxy statement/prospectus its board of directors’ recommendation in favor of the Accelrys Merger Proposals or Symyx Merger Proposal, as applicable, (iv) enters into a letter of intent relating to an alternative acquisition proposal or (v) fails to publicly reject any third-party tender offer or other third-party acquisition proposal.

For further discussion of termination of the Merger Agreement, see the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 97.

Termination Fees and Expenses

Generally, all fees and expenses incurred in connection with the Merger Agreement will be paid by the party incurring such expenses. However, Accelrys and Symyx will share equally all fees and expenses, other than attorneys’ fees, incurred in connection with (i) the filing, printing and mailing of the registration statement on Form S-4 and this joint proxy statement/prospectus and (ii) the filing by the parties of any notice or other document under any applicable antitrust or similar legal requirement.

A reciprocal termination fee of $7.5 million may be payable by either Accelrys or Symyx to the other party upon the termination of the Merger Agreement under certain circumstances. Additionally, under certain circumstances, either Accelrys or Symyx may be required to pay to the other party after termination of the Merger Agreement the other party’s expenses in connection with the Merger in the amount of $1 million, which expenses will be credited against the termination fee described above, if applicable.

For a more complete discussion of termination fees and expenses, see the section entitled “The Merger Agreement—Termination Fees and Expenses” beginning on page 99.

Agreements Related to the Merger

Voting Agreements

In connection with the execution of the Merger Agreement, the directors and certain executive officers of each of Accelrys and Symyx entered into stockholder voting agreements, whereby each such individual has agreed to vote his shares of Accelrys common stock or Symyx common stock, as applicable, in favor of the Accelrys Merger Proposals, in the case of Accelrys’s directors and executive officers, and in favor of the Symyx Merger Proposal, in the case of Symyx’s directors and executive officers. As of the date of the Merger Agreement, the shares of Accelrys common stock and Symyx common stock beneficially owned by the directors and certain executive officers of each of Accelrys and Symyx (including all shares of Accelrys or Symyx common stock underlying options and RSUs that are exercisable within 60 days following such date, as applicable) and thus subject to the voting agreements constituted approximately 1.2% of the total issued and outstanding shares of Accelrys common stock and approximately 4.2% of the total issued and outstanding shares of Symyx common stock, respectively. As of May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus, the shares of Accelrys common stock and Symyx common stock beneficially owned by the directors and certain executive officers of each of Accelrys and Symyx (including all shares of Accelrys or Symyx common stock underlying options and RSUs that are exercisable within 60 days following such date, as applicable) and thus subject to the voting agreements constituted approximately 1.9% of the total issued and outstanding shares of Accelrys common stock and approximately 4.9% of the total issued and outstanding shares of Symyx common stock.

Additionally, the directors and certain executive officers of both Accelrys and Symyx have agreed to vote their shares of common stock against any alternative acquisition proposal related to Accelrys or Symyx, as

applicable, and against any action that would in any manner interfere with or impede the Merger or the Merger Agreement.

The stockholder voting agreements also provide that the directors and certain executive officers of Accelrys and Symyx will not, among other things, sell, pledge, transfer or otherwise dispose of, or enter into any contract or other agreement with respect to the transfer of, any shares of Accelrys common stock or Symyx common stock, as applicable, beneficially owned by them, or grant any proxies with respect to such shares. Such stockholders have also agreed not to take any actions that either Accelrys or Symyx, as applicable, is prohibited from taking pursuant to the “no solicitation” provisions contained in the Merger Agreement.

The stockholder voting agreements will terminate upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the completion of the Merger and (iii) the date on which an amendment to the Merger Agreement is effected without the consent of the applicable (a) Symyx stockholders, to the extent that such amendment decreases the Exchange Ratio or materially and adversely effects such Symyx stockholders or (b) Accelrys stockholders, to the extent that such amendment increases the Exchange Ratio or materially and adversely effects such Accelrys stockholders.

For a more complete discussion of the voting agreements, see the section entitled “The Voting Agreements” beginning on page 102.

Amendment to Rights Agreement

In connection with execution of the Merger Agreement, Accelrys and American Stock Transfer & Trust Co. (the “Rights Agent”) entered into an amendment to the Rights Agreement, dated as of September 6, 2002 (the “Rights Agreement”), between Accelrys and the Rights Agent. Pursuant to the amendment, the Rights Agreement has been amended to provide that neither the execution and delivery of the Merger Agreement or the voting agreements entered into with the directors and certain executive officers of Symyx, nor the completion of the Merger or the transactions contemplated by the Merger Agreement, will be deemed to result in the occurrence of a “Stock Acquisition Date” (as defined in the Rights Agreement) or the classification of Symyx, any Symyx stockholder or any of their respective affiliates or associates as an “Acquiring Person” (as defined in the Rights Agreement). For a more complete discussion of the amendment to the Rights Agreement, see the section entitled “Amendment to Rights Agreement” beginning on page 101.

Voting by Accelrys and Symyx Directors and Executive Officers

As of May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus, directors and executive officers of each of (i) Accelrys, and its affiliates, beneficially owned and were entitled to vote 397,788 shares of Accelrys common stock, or approximately 1.4% of the shares of Accelrys common stock outstanding on that date and (ii) Symyx, and its affiliates, beneficially owned and were entitled to vote 288,180 shares of Symyx common stock, or approximately 0.8% of the shares of Symyx common stock outstanding on that date.

Pursuant to the voting agreements described above that were entered into between Accelrys and the directors and certain executive officers of Symyx, such directors and officers of Symyx will vote their respective shares of Symyx common stock in favor of the Symyx Merger Proposal. Likewise, Symyx and the directors and certain executive officers of Accelrys entered in voting agreements and such directors and officers of Accelrys will vote their respective shares of Accelrys common stock in favor of the Accelrys Merger Proposals. The directors and applicable executive officers of each of Accelrys and Symyx subject to such voting agreements collectively hold 0.2% of the shares of Accelrys common stock and 0.8% of the shares of Symyx common stock, respectively, outstanding as of May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus.

Rights of Symyx Stockholders Will Change as a Result of the Merger

Due to differences between the governing documents of Accelrys and Symyx, Symyx stockholders receiving Accelrys common stock in connection with the Merger will have different rights once they become Accelrys stockholders. The material differences are described in detail under the section entitled “Comparison of Rights of Holders of Accelrys Common Stock and Symyx Common Stock” beginning on page 133.

Risk Factors

In evaluating the Merger Agreement and the Merger, you should consider certain risks discussed in the section entitled “Risk Factors” beginning on page 34.

Matters to Be Considered at the Accelrys Special Meeting and Symyx Special Meeting

Accelrys Special Meeting

Date, Time and Place. The Accelrys special meeting will be held on Wednesday, June 30, 2010 at 10:00 a.m., local time, at the executive offices of Accelrys located at 10188 Telesis Court, Suite 100, San Diego, California 92121.

Matters to be Considered at the Accelrys Special Meeting. At the Accelrys special meeting, and any adjournments or postponements thereof, Accelrys stockholders will be asked to:

•

approve the Share Issuance Proposal;

•

approve the Certificate of Amendment Proposal;

•

approve the adjournment of the Accelrys special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Accelrys Merger Proposals; and

•

conduct any other business as may properly come before the Accelrys special meeting or any adjournment or postponement thereof.

Record Date. The Accelrys board of directors has fixed the close of business on May 13, 2010 as the record date for determination of Accelrys stockholders entitled to notice of and to vote at the Accelrys special meeting and any adjournment thereof.

Required Vote. Approval of the Share Issuance Proposal and the adjournment of the Accelrys special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Accelrys Merger Proposals, requires the affirmative vote of the holders of a majority of the shares of Accelrys common stock present and entitled to vote either in person or by proxy at the Accelrys special meeting. Approval of the Certificate of Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of Accelrys common stock outstanding and entitled vote at the Accelrys special meeting. As of the close of business on the record date for the Accelrys special meeting, there were 27,765,557 shares of Accelrys common stock outstanding.

For additional information about the Accelrys special meeting, see the section entitled “The Special Meeting of Accelrys Stockholders” beginning on page 109.

Symyx Special Meeting

Date, Time and Place. The Symyx special meeting will be held on Wednesday, June 30, 2010 at 10:00 a.m., local time, at 2440 Camino Ramon, Suite 300, San Ramon, California 94583.

Matters to be Considered at the Symyx Special Meeting. At the Symyx special meeting, and any adjournments or postponements thereof, Symyx stockholders will be asked to:

•

approve the Symyx Merger Proposal;

•

approve the adjournment of the Symyx special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Symyx Merger Proposal; and

•

conduct any other business as may properly come before the Symyx special meeting or any adjournment or postponement thereof.

Record Date. The Symyx board of directors has fixed the close of business on May 14, 2010 as the record date for determination of Symyx stockholders entitled to notice of and to vote at the Symyx special meeting and any adjournment thereof.

Required Vote. Approval of the Symyx Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Symyx common stock outstanding and entitled to vote at the Symyx special meeting. Approval of a proposal to adjourn or postpone the Symyx special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Symyx Merger Proposal, requires the affirmative vote of the holders of a majority of the shares of Symyx common stock present and entitled to vote either in person or by proxy at the Symyx special meeting. As of the close of business on the record date, there were 35,018,127 shares of Symyx common stock outstanding.

For additional information about the Symyx special meeting, see the section entitled “The Special Meeting of Symyx Stockholders” beginning on page 117.

Legal Proceedings Related to the Merger

Several lawsuits have been filed against Symyx, the members of the Symyx board of directors, certain executive officers of Symyx, Accelrys and Merger Sub in purported class action lawsuits brought by individual Symyx stockholders challenging the proposed Merger and seeking, among other things, to enjoin the defendants from completing the Merger pursuant to the terms of the Merger Agreement. If the plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger pursuant to the terms of the Merger Agreement, such an injunction may prevent the completion of the Merger in the expected timeframe (or altogether).

The first of such lawsuits was a class action lawsuit filed in the Superior Court of the State of California, County of Santa Clara, purportedly on behalf of the stockholders of Symyx, against Symyx and its directors and chief financial officer, as well as Accelrys and Merger Sub, alleging, among other things, that Symyx’s directors breached their fiduciary duties to the stockholders of Symyx in connection with the proposed Merger. Subsequent to the filing of such lawsuit, several additional suits were filed, also in Santa Clara County, each of which is substantially similar to the first lawsuit. The lawsuits were ultimately consolidated into a single action. It is expected that the plaintiffs will file a single, consolidated complaint within 30 days of the filing of this joint proxy statement/prospectus, which will serve as the only complaint in the combined litigation going forward. The consolidated complaint, like the previously filed complaints, is expected to seek, among other things, to enjoin the defendants from completing the Merger pursuant to the terms of the Merger Agreement. See the section entitled “The Merger—Legal Proceedings Related to the Merger” beginning on page 81.

The following table sets forth Accelrys’s selected historical consolidated financial data as of the dates and for each of the periods indicated. The consolidated financial data for the years ended March 31, 2009, 2008 and 2007 and as of March 31, 2009 and 2008 is derived from Accelrys’s audited consolidated financial statements, which are incorporated by reference into this joint proxy statement/prospectus. The consolidated financial data for the years ended March 31, 2006 and 2005 and as of March 31, 2007, 2006 and 2005 is derived from Accelrys’s audited historical consolidated financial statements, which are not included or incorporated by reference into this joint proxy statement/prospectus. The consolidated financial data for each nine months ended and as of December 31, 2009 and 2008 is derived from Accelrys’s unaudited consolidated financial statements incorporated by reference into this joint proxy statement/prospectus. In Accelrys’s opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the nine months ended and as of December 31, 2009 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ended March 31, 2010.

You should read the selected historical consolidated financial data below together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the consolidated financial statements and notes to the consolidated financial statements for the year ended March 31, 2009 included in Accelrys’s Annual Report on Form 10-K and for the nine months ended December 31, 2009 included in Accelrys’s Quarterly Report on Form 10-Q, each of which has been filed with the SEC and all of which are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

The following table sets forth Symyx’s selected historical consolidated financial data as of the dates and for each of the periods indicated. The consolidated financial data for the years ended December 31, 2009, 2008 and 2007 and as of December 31, 2009 and 2008 is derived from Symyx’s audited consolidated financial statements, which are incorporated by reference into this joint proxy statement/prospectus. The consolidated financial data for the years ended December 31, 2006 and 2005 and as of December 31, 2007, 2006 and 2005 is derived from Symyx’s audited historical consolidated financial statements, which are not included or incorporated by reference into this joint proxy statement/prospectus. The consolidated financial data for each of the three months ended March 31, 2010 and 2009 and as of March 31, 2010 is derived from Symyx’s unaudited consolidated condensed financial statements incorporated by reference into this joint proxy statement/prospectus. In Symyx’s opinion, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of its financial position and results of operations for such periods. Interim results for the three months ended and as of March 31, 2010 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2010.

On March 1, 2010, Symyx completed the divestiture of its tools and small molecule operations from its HPR business to FreeSlate, Inc. (formerly HPR Global, Inc.). In addition, Symyx has wound down its contract research services operations from its HPR business. As a result of the divestiture and the wind down activities, Symyx has reclassified the HPR business as discontinued operations and has reclassified certain related royalty revenue to other income. The results of these reclassifications have been reflected in the historical consolidated statements of operations of Symyx for the years ended December 31, 2009, 2008, 2007, 2006 and 2005, and in the historical consolidated balance sheet of Symyx as of March 31, 2010.

You should read the selected historical consolidated financial data below together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with the consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2009 included in Symyx’s Current Report on Form 8-K filed with the SEC on May 4, 2010, and for the three months ended March 31, 2010 included in Symyx’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2010, each of which is incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

The following summary unaudited pro forma condensed combined financial data is intended to show how the Merger might have affected historical financial statements if the Merger had been completed at an earlier time and was prepared based on the historical financial results reported by Accelrys and Symyx. The following should be read in connection with the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 124, and the audited and unaudited consolidated financial statements of Accelrys and Symyx, which are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

Although management of Accelrys and Symyx consider the Merger to be a “merger of equals,” the Merger will be accounted for as a business combination under the acquisition method of accounting, with Accelrys as the deemed accounting acquirer and Symyx as the deemed accounting acquiree. The unaudited pro forma condensed combined financial statements were prepared in accordance with the regulations of the SEC. The pro forma adjustments reflecting the completion of the Merger are based upon the acquisition method of accounting in accordance with GAAP, and upon the assumptions set forth in the notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined statements of operations for the nine months ended December 31, 2009 combine the historical consolidated statements of operations of Accelrys and Symyx for their respective nine months ended December 31, 2009. The unaudited pro forma condensed combined statements of operations for the year ended March 31, 2009 combine the historical consolidated statements of operations of Accelrys for the year ended March 31, 2009 and Symyx for the year ended December 31, 2008.

On March 1, 2010, Symyx completed the divestiture of its tools and small molecule operations from its HPR business to FreeSlate, Inc. (formerly HPR Global, Inc.). In addition, Symyx has wound down its contract research services operations from its HPR business. As a result of the divestiture and the wind down activities, Symyx has reclassified the HPR business as discontinued operations and has reclassified certain related royalty revenue to other income. The results of these reclassifications have been reflected in the historical consolidated statements of operations of Symyx for the nine months ended December 31, 2009 and the year ended December 31, 2008, and in the historical consolidated balance sheet of Symyx as of March 31, 2010.

The historical consolidated financial data has been adjusted to give pro forma effect to events that are (i) directly attributable to the Merger, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the acquisition and certain other adjustments.

The unaudited pro forma condensed combined financial data is presented for illustrative purposes only and is not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the entities been combined during the periods presented. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the Merger. These financial statements also do not include any integration costs, dissynergies or estimated future transaction costs, except for fixed contractual transaction costs, that the companies may incur as a result of the Merger. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial statements (see the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 124), the

preliminary acquisition-date fair value of the identifiable assets acquired and liabilities assumed reflected in the unaudited pro forma condensed combined financial statements is subject to adjustment and may vary significantly from the actual amounts that will be recorded upon completion of the Merger.

The following table sets forth certain historical, unaudited pro forma combined and pro forma combined equivalent financial information. The pro forma combined and pro forma combined equivalent income and dividend per share data assumes that the Merger was completed at the beginning of the respective periods. The Symyx pro forma equivalent data was calculated by multiplying the corresponding combined company pro forma data by the Exchange Ratio.

The unaudited pro forma combined and pro forma combined equivalent income and dividend per share data for the nine months ended December 31, 2009 were prepared based on the unaudited condensed consolidated financial statements for Accelrys for the nine months ended December 31, 2009, the audited consolidated financial statements for Symyx for the year ended December 31, 2009 and the unaudited condensed consolidated financial statements for Symyx for the three months ended March 31, 2009.

The unaudited pro forma combined and pro forma combined equivalent income and dividend per share data for the year ended March 31, 2009 was prepared based on the audited consolidated financial statements for Accelrys and Symyx for the years ended March 31, 2009 and December 31, 2008, respectively. The pro forma combined and pro forma combined equivalent net book value per share data was prepared based on the unaudited consolidated balance sheet of Accelrys and Symyx as of December 31, 2009 and March 31, 2010, respectively.

On March 1, 2010, Symyx completed the divestiture of its tools and small molecule operations from its HPR business to FreeSlate, Inc. In addition, Symyx has wound down its contract research services operations from its HPR business. As a result of the divestiture and the wind down activities, Symyx has reclassified the HPR business as discontinued operations and has reclassified certain related royalty revenue to other income. The results of these reclassifications have been reflected in the historical consolidated statements of operations of Symyx for the nine months ended December 31, 2009 and the year ended December 31, 2008, and in the historical consolidated balance sheet of Symyx as of March 31, 2010. Book value per share as of March 31, 2009 does not reflect the reclassifications of discontinued operations or royalty revenue.

The information below should be read in conjunction with the audited and unaudited consolidated financial statements of Accelrys and Symyx referenced above and the accompanying notes to such financial statements, all of which are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142. You are urged to also read the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 124.

The tables below set forth, for the calendar quarters indicated, the high and low sales prices per share of Accelrys common stock, which trades on the NASDAQ Global Market under the symbol “ACCL”, and Symyx common stock, which trades on NASDAQ Global Select Market under the symbol “SMMX”.

Accelrys’s fiscal year ends on March 31st and Symyx’s fiscal year ends on December 31st.

Accelrys has never paid cash dividends on its common stock. Accelrys currently intends to retain earnings, if any, for use in its business and does not anticipate paying any cash dividends in the foreseeable future.

Symyx has never paid cash dividends on its common stock. Symyx currently intends to retain earnings, if any, for use in its business and does not anticipate paying any cash dividends in the foreseeable future.

The following table presents the closing per share price of Accelrys common stock and Symyx common stock as reported on the NASDAQ Global Market and the NASDAQ Global Select Market, respectively, on (i) April 1, 2010, the last trading day preceding public announcement that Accelrys and Symyx had entered into the Merger Agreement and (ii) May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus.

The table also includes the equivalent closing per share price of Symyx common stock on those dates. These equivalent closing per share prices reflect the fluctuating value of the Accelrys common stock that Symyx stockholders would receive in exchange for each share of Symyx common stock if the Merger had been completed on either of these dates, applying the exchange ratio of 0.7802 shares of Accelrys common stock for each share of Symyx common stock.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to Symyx stockholders in determining whether to approve the Symyx Merger Proposal. Symyx stockholders are urged to obtain current market quotations for Accelrys common stock and Symyx common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus. Historical stock prices are not indicative of future stock prices.

This joint proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus contain or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements that include words such as “may”, “will”, “project”, “might”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue” or “pursue” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this joint proxy statement/prospectus and the other documents incorporated by reference and relate to a variety of matters, including but not limited to (i) the timing and anticipated completion of the proposed Merger, (ii) the benefits and synergies expected to result from the proposed Merger, (iii) the anticipated customer base for Accelrys and Symyx following the completion of the proposed Merger and (iv) other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of Accelrys and Symyx, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this joint proxy statement/prospectus and those that are incorporated by reference into this joint proxy statement/prospectus. In addition to the risk factors identified elsewhere, important factors that could cause actual results to differ materially from those described in forward-looking statements contained herein include, but are not limited to:

Additional factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth in the section entitled “Risk Factors” beginning on page 34, the Quarterly Report on Form 10-Q of Accelrys for the quarter ended December 31, 2009, which was filed with the SEC on February 9, 2010, under the heading “Item 1A—Risk Factors” and in the Quarterly Report on Form 10-Q of Symyx for the quarter ended March 31, 2010, which was filed with the SEC on May 3, 2010, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by each of Accelrys and Symyx.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or, in the case of documents incorporated by reference, as of the date of those documents. Neither Accelrys nor Symyx undertakes any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events, except as required by law.

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 33, you should carefully consider the following risk factors before deciding how to vote your shares of Accelrys common stock at the Accelrys special meeting and/or your shares of Symyx common stock at the Symyx special meeting. These factors should be considered in conjunction with the other information included by Accelrys and Symyx in this joint proxy statement/prospectus. If any of the risks described below or in the documents incorporated by reference into this joint proxy statement/prospectus actually materialize, the businesses, financial condition, results of operations, prospects or stock prices of Accelrys, Symyx and/or the combined company could be materially and adversely affected. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

Because the Exchange Ratio is fixed and will not be adjusted in the event of changes in the price of either Accelrys’s or Symyx’s common stock, the market value of the shares of Accelrys common stock to be received by the Symyx stockholders in connection with the Merger is subject to change prior to the completion of the Merger.

The Exchange Ratio is fixed such that each share of Symyx common stock will be converted into the right to receive 0.7802 shares of Accelrys common stock in connection with the Merger. No adjustments to this Exchange Ratio will be made based on changes in the price of either the Accelrys common stock or Symyx common stock prior to the completion of the Merger. Changes in stock price may result from a variety of factors, including, among others, general market and economic conditions, changes in Accelrys’s or Symyx’s respective businesses, operations and prospects, market assessment of the likelihood that the Merger will be completed as anticipated or at all and regulatory considerations. Many of these factors are beyond Accelrys’s or Symyx’s control.

As a result of any such changes in stock price, the market value of the shares of Accelrys common stock that the Symyx stockholders will receive at the time that the Merger is completed could vary significantly from the value of such shares on the date of this joint proxy statement/prospectus, the date of the Accelrys special meeting, the date of the Symyx special meeting or the date on which the Symyx stockholders actually receive their shares of Accelrys common stock. For example, based on the range of closing prices of Accelrys common stock during the period from April 1, 2010, the last trading day before the public announcement of the Merger, through May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus, the Exchange Ratio represented a market value ranging from a low of $5.07 to a high of $5.79 for each share of Symyx common stock. Accordingly, at the time of the Accelrys special meeting or the Symyx special meeting, as the case may be, neither the Accelrys stockholders nor the Symyx stockholders, as the case may be, will know or be able to calculate the exact market value of the consideration the Symyx stockholders will receive upon completion of the Merger.

Changes in the number of shares of outstanding common stock of either Accelrys or Symyx prior to the completion of the Merger would result in a corresponding change to the relative ownership percentages of the current Accelrys stockholders and the current Symyx stockholders of the combined company.

following the completion of the Merger. However, because the Exchange Ratio is fixed, to the extent that the number of shares of outstanding common stock of either Accelrys or Symyx changes prior to the completion of the Merger, whether due to any new issuance of shares of Accelrys common stock or Symyx common stock, any exercise of any outstanding options or other rights to purchase shares of Accelrys common stock or Symyx common stock or otherwise, there will automatically occur a corresponding change in the relative ownership percentages of the current Accelrys stockholders and the current Symyx stockholders of the combined company. Though it is theoretically possible that this change in relative ownership percentages could result in Symyx stockholders holding more than a majority of the outstanding shares of Accelrys common stock following the completion of the Merger, each of Accelrys and Symyx believes that the probability of such outcome is highly unlikely. Accordingly, the disclosure relating to the effects of the Merger assumes that the Symyx stockholders are issued shares of Accelrys common stock representing less than 50% of the combined company upon completion of the Merger.

The announcement and pendency of the Merger could have an adverse effect on Accelrys’s or Symyx’s stock price, business, financial condition, results of operations or business prospects.

While there have been no significant adverse effects to date, the announcement and pendency of the Merger could disrupt Accelrys’s and/or Symyx’s businesses in the following ways, among others:

Should they occur, any of these matters could adversely affect the stock prices of, or harm the financial condition, results of operations or business prospects of, Accelrys and/or Symyx.

Some of the directors and executive officers of Accelrys and Symyx have interests in the Merger that are different from, or in addition to, those of the other Accelrys and Symyx stockholders.

When considering the recommendation by the Accelrys board of directors that the Accelrys stockholders vote “for” for the Accelrys Merger Proposals and the recommendation by the Symyx board of directors that the Symyx stockholders vote “for” the Symyx Merger Proposal, the Accelrys and Symyx stockholders should be aware that certain of the directors and executive officers of Accelrys and Symyx have arrangements that provide them with interests in the Merger that are different from, or in addition to, those of the stockholders of Accelrys and Symyx. For instance, in connection with the Merger, each director of the Accelrys board of directors will continue to serve as a director of the combined company following the completion of the Merger. Likewise, Messrs. Carnecchia and Piraino will continue to serve as the President and Chief Executive Officer and the Chief Financial Officer, respectively, of the combined company following the completion of the Merger. See the section entitled “The Merger—Interests of Accelrys Directors and Executive Officers in the Merger” beginning on page 76.

In addition, certain directors of Symyx will serve as directors on the board of directors of the combined company following the completion of the Merger and will be entitled to receive certain cash and equity compensation as a director thereof. Likewise, certain executive officers of Symyx have entered into short-term employment agreements with Accelrys that provide such individuals with certain benefits following the completion of the Merger, including compensation that is similar to the compensation such executives currently

receive as employees of Symyx, as well as the extension of certain time periods to exercise stock options after termination of their employment. In addition, the directors and certain executive officers of Symyx have RSUs that provide for accelerated vesting in connection with the Merger. The directors and executive officers of Symyx also have certain rights to indemnification and directors’ and officers’ liability insurance that will be provided by the combined company following the completion of the Merger. See the section entitled “The Merger—Interests of Symyx Directors and Executive Officers in the Merger” beginning on page 76.

The boards of directors of each of Accelrys and Symyx were aware of these potential interests and considered them in making their respective recommendations to approve the Accelrys Merger Proposals, with respect to the Accelrys stockholders, and to approve the Symyx Merger Proposal, with respect to the Symyx stockholders.

The Merger Agreement contains provisions that could discourage or make it difficult for a third party to acquire Accelrys or Symyx prior to the completion of the Merger.

The Merger Agreement contains provisions that make it difficult for Accelrys or Symyx to entertain a third-party proposal for an acquisition of Accelrys or Symyx. These provisions include the general prohibition on Accelrys’s and Symyx’s soliciting or engaging in discussions or negotiations regarding any alternative acquisition proposal, the requirement that Accelrys and Symyx pay a termination fee of $7.5 million to the other party if the Merger Agreement is terminated in specified circumstances and the requirement that Accelrys and Symyx submit the Accelrys Merger Proposals or Symyx Merger Proposal, as applicable, to a vote of their respective stockholders even if their respective board of directors changes its recommendation with respect to the Accelrys Merger Proposals or Symyx Merger Proposal, as applicable. See the sections entitled “The Merger Agreement—No Solicitations”, “The Merger Agreement—Board Recommendations” and “The Merger Agreement—Termination Fees and Expenses” beginning on pages 91, 93 and 99, respectively.

These provisions might discourage an otherwise-interested third party from considering or proposing an acquisition of Accelrys or Symyx, even one that may be deemed of greater value than the Merger to Accelrys stockholders or Symyx stockholders, as applicable. Furthermore, even if a third party elects to propose an acquisition, the concept of a termination fee may result in that third party’s offering of a lower value to Accelrys stockholders or Symyx stockholders, as applicable, than such third party might otherwise have offered.

Failure to complete the Merger could negatively impact Accelrys’s and Symyx’s respective businesses, financial condition, results of operations or stock prices.

The completion of the Merger is subject to a number of conditions and there can be no assurance that the conditions to the completion of the Merger will be satisfied. If the Merger is not completed, Accelrys and Symyx will be subject to several risks, including:

If the Merger is not completed, these risks may materialize and materially and adversely affect either or both companies’ respective businesses, financial condition, results of operations or stock prices.

Several lawsuits have been filed against Symyx, the members of its board of directors, certain of its executive officers, Accelrys and Merger Sub challenging the Merger, and an adverse judgment in any such lawsuit may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

Symyx, the members of the Symyx board of directors, certain executive officers of Symyx, Accelrys and Merger Sub have been named as defendants in several purported class action lawsuits brought by individual Symyx stockholders challenging the proposed Merger and seeking, among other things, to enjoin the defendants from completing the Merger pursuant to the terms of the Merger Agreement. These lawsuits have been consolidated into a single action. One of the conditions to the completion of the Merger is that no temporary restraining order, preliminary or permanent injunction or other order preventing the completion of the Merger shall have been issued by any court of competent jurisdiction and be in effect. Consequently, if the plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger pursuant to the terms of the Merger Agreement, such an injunction may prevent the completion of the Merger in the expected timeframe (or altogether). See the section entitled “The Merger—Legal Proceedings Related to the Merger” beginning on page 81.

Obtaining required approvals necessary to satisfy the conditions to the completion of the Merger may delay or prevent completion of the Merger.

The completion of the Merger is conditioned upon the receipt of certain governmental authorizations, consents, orders or other approvals. Accelrys and Symyx intend to pursue all required approvals in accordance with the Merger Agreement. Further, no assurance can be given that the required approvals will be obtained and, even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of the approvals or that they will satisfy the terms of the Merger Agreement. See the sections entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 96, for a discussion of the conditions to the completion of the Merger, and “The Merger—Regulatory Approvals Required for the Merger” beginning on page 80.

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, the stockholders of Symyx may be required to pay substantial U.S. federal income taxes.

Accelrys and Symyx intend, and will be relying on the opinion of their respective tax counsel, that the Merger will qualify as a reorganization under Section 368(a) of the Code. If either Accelrys or Symyx does not receive such an opinion, Accelrys and Symyx will resolicit the approval of their respective stockholders after providing appropriate disclosure if there is a material risk that the Merger may result in the recognition of gain by Accelrys, Merger Sub, Symyx or the Symyx stockholders. Accelrys and Symyx currently anticipate that the U.S. holders of shares of Symyx common stock generally will not recognize taxable gain or loss as a result of the Merger. However, neither Accelrys nor Symyx has requested, or intends to request, a ruling from the Internal Revenue Service (the “IRS”) with respect to the tax consequences of the Merger and there can be no assurance that the companies’ position or the opinion of either company’s respective tax counsel would be sustained by a court if challenged by the IRS. Accordingly, if the IRS or a court determines that the Merger does not qualify as a reorganization under Section 368(a) of the Code and is taxable for U.S. federal income tax purposes, Symyx stockholders generally would recognize taxable gain or loss on their receipt of Accelrys common stock in connection with the Merger. For a more complete discussion of the tax consequences of the Merger, see the section entitled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 82.

The failure to integrate successfully the businesses of Accelrys and Symyx in the expected timeframe would adversely affect the combined company’s future results following the completion of the Merger.

The success of the Merger will depend, in large part, on the ability of the combined company following the completion of the Merger to realize the anticipated benefits, including annual net operating synergies, from combining the businesses of Accelrys and Symyx. To realize these anticipated benefits, the combined company must successfully integrate the businesses of Accelrys and Symyx. This integration will be complex and time-consuming.

The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company’s failure to achieve some or all of the anticipated benefits of the Merger.

Potential difficulties that may be encountered in the integration process include the following:

The combined company’s future results will suffer if the combined company does not effectively manage its expanded operations following the Merger.

Following the Merger, the size of the combined company’s business will be significantly larger than the current businesses of Accelrys and Symyx. The combined company’s future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for the combined company’s management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. Neither Accelrys nor Symyx can assure you that the combined company will be successful or that the combined company will realize the expected operating efficiencies, annual net operating synergies, revenue enhancements and other benefits currently anticipated to result from the Merger.

The Merger may not be accretive and may cause dilution to the combined company’s earnings per share, which may negatively impact the price of the common stock of the combined company following the completion of the Merger.

Accelrys and Symyx currently anticipate that the Merger will be accretive to the earnings per share (“EPS”) of the combined company during the first full calendar year after the Merger is completed. This expectation is based on preliminary estimates and assumes certain synergies expected to be realized by the combined company during such time. Such estimates and assumptions could materially change due to additional transaction-related costs, the failure to realize any or all of the benefits expected in the Merger or other factors beyond the control of Accelrys and Symyx. All of these factors could delay, decrease or eliminate the expected accretive effect of the Merger and cause resulting dilution to the combined company’s EPS or to the price of the common stock of the combined company.

The issuance of shares of Accelrys common stock to Symyx stockholders in connection with the Merger will substantially dilute the voting power of current Accelrys stockholders.

Pursuant to the terms of the Merger Agreement, and based on the number of shares of Symyx common stock and RSUs outstanding as of the date of the Merger Agreement, it is anticipated that Accelrys will issue shares of Accelrys common stock to Symyx stockholders representing slightly less than a majority of the outstanding shares of common stock of Accelrys as of immediately following the completion of the Merger. Accordingly, the issuance of shares of Accelrys common stock to Symyx stockholders in connection with the Merger will significantly reduce the relative voting power of each share of Accelrys common stock held by current Accelrys stockholders.

The Merger will result in changes to the Accelrys board of directors that may affect the combined company’s operations.

If the parties complete the Merger, the composition of the Accelrys board of directors will change in accordance with the Merger Agreement. Following the completion of the Merger, the combined company’s board of directors will consist of 10 members, including the six current directors of Accelrys and four of the current directors of Symyx. This new composition of the board of directors may affect the business strategy and operating decisions of the combined company upon completion of the Merger.

The loss of key personnel could have a material adverse effect on the combined company’s business, financial condition or results of operations.

The success of the Merger will depend in part on the combined company’s ability to retain key Accelrys and Symyx employees who continue employment with the combined company after the Merger is completed. It is possible that these employees might decide not to remain with the combined company after the Merger is completed. If these key employees terminate their employment, the combined company’s sales, marketing or development activities might be adversely affected, management’s attention might be diverted from successfully integrating Symyx’s operations to recruiting suitable replacements and the combined company’s business, financial condition or results of operations could be adversely affected. In addition, the combined company might not be able to locate suitable replacements for any such key employees who leave the combined company or offer employment to potential replacements on reasonable terms.

The success of the combined company will also depend on relationships with third parties and pre-existing customers of Accelrys and Symyx, which relationships may be affected by customer preferences or public attitudes about the Merger. Any adverse changes in these relationships could adversely affect the combined company’s business, financial condition or results of operations.

The combined company’s success will be dependent on the ability to maintain and renew relationships with pre-existing customers and other clients of both Accelrys and Symyx and to establish new client relationships. There can be no assurance that the business of the combined company will be able to maintain pre-existing customer contracts and other business relationships, or enter into or maintain new customer contracts and other business relationships, on acceptable terms, if at all. The failure to maintain important customer relationships could have a material adverse effect on the business, financial condition or results of operations of the combined company.

Future results of the combined company may differ materially from the unaudited pro forma financial statements presented in this joint proxy statement/prospectus and the financial forecasts prepared by Accelrys and Symyx in connection with discussions concerning the Merger.

The future results of the combined company may be materially different from those shown in the unaudited pro forma condensed combined financial statements presented in this joint proxy statement/prospectus, which show only a combination of the historical results of Accelrys and Symyx, and the financial forecasts prepared by

Accelrys and Symyx in connection with discussions concerning the Merger. Accelrys expects to incur significant costs associated with the completion of the Merger and combining the operations of the two companies, the exact magnitude of which is not yet known. Furthermore, these costs may decrease the capital that the combined company could use for revenue-generating investments in the future.

The combined company’s ability to utilize its net operating loss carryforwards in the future may be substantially limited by Section 382 of the Code.

In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (which is generally three years). The amount of the annual limitation is generally equal to the value of the stock of the corporation immediately prior to the ownership change, multiplied by the adjusted federal tax-exempt rate set by the IRS.

As a result of the Merger, it is possible that either or both of Accelrys and Symyx will be deemed to have undergone an “ownership change” for purposes of Section 382 of the Code. Accordingly, the combined company’s ability to utilize Accelrys’s and Symyx’s net operating loss carryforwards may be substantially limited as described in the preceding paragraph. These limitations could in turn result in increased future tax payments for the combined company, which could have a material adverse effect on the business, financial condition or results of operations of the combined company.

The price of Accelrys common stock after the Merger is completed may be affected by factors different from those currently affecting the shares of Accelrys or Symyx.

Upon completion of the Merger, holders of Symyx common stock will become holders of Accelrys common stock. The business of Accelrys differs from the business of Symyx in important respects and, accordingly, the results of operations of the combined company and the price of Accelrys common stock following the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of Accelrys and Symyx. For a discussion of the businesses of Accelrys and Symyx and of certain factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus referred to under the section entitled “Where You Can Find Additional Information” beginning on page 142.

In addition to the foregoing risks, Accelrys and Symyx are, and will continue to be, subject to the risks described in (i) Accelrys’s Annual Report on Form 10-K for the year ended March 31, 2009 and all Quarterly Reports on Form 10-Q filed thereafter, in the case of Accelrys and (ii) Symyx’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and all Quarterly Reports on Form 10-Q filed thereafter, in the case of Symyx. All such reports are or will be filed with the SEC and are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

In accordance with the Merger Agreement and the DGCL, at the Effective Time, Merger Sub, a wholly-owned subsidiary of Accelrys formed solely for the purpose of carrying out the Merger, will merge with and into Symyx, with Symyx continuing as the surviving corporation and a wholly-owned subsidiary of Accelrys. In connection with the Merger, all shares of Symyx common stock outstanding as of immediately prior to the completion of the Merger will be converted into the right to receive shares of Accelrys common stock based on the Exchange Ratio. The Merger will become effective when a certificate of merger is filed with the Secretary of State of the State of Delaware or at such other time as agreed to by the parties and specified in the certificate of merger. If the Accelrys stockholders approve the Accelrys Merger Proposals and the Symyx stockholders approve the Symyx Merger Proposal, then Accelrys and Symyx expect the Merger to be completed as soon as practicable following the Accelrys special meeting and Symyx special meeting. Upon completion of the Merger, shares of Symyx common stock will no longer be listed for trading on the NASDAQ Global Select Market and there will no longer be a public trading market for Symyx common stock.

Upon completion of the Merger, by virtue of the Merger and without any action on the part of the holders of Symyx common stock, each then-outstanding share of Symyx common stock (other than any shares of Symyx common stock held by Accelrys, Symyx, Merger Sub or any other subsidiaries of Accelrys or Symyx, which will be cancelled upon completion of the Merger) will be converted into the right to receive 0.7802 shares of Accelrys common stock.

The Exchange Ratio may be adjusted to reflect stock splits, stock dividends or other similar transactions pertaining to the Accelrys common stock or Symyx common stock that occur prior to the completion of the Merger. However, the Exchange Ratio is otherwise fixed and no adjustments to the Exchange Ratio will be made based on changes in the price of either the Accelrys common stock or Symyx common stock prior to the completion of the Merger. Changes in stock price may result from a variety of factors, including, among others, general market and economic conditions, changes in Accelrys’s or Symyx’s respective businesses, operations and prospects, the market assessment of the likelihood that the Merger will be completed as anticipated or at all and regulatory considerations. Many of these factors are beyond Accelrys’s or Symyx’s control.

As a result of any such changes in the price of either the Accelrys common stock or Symyx common stock, the aggregate market value of the shares of Accelrys common stock that the Symyx stockholders will receive at the time that the Merger is completed could vary significantly from the value of such shares on the date of this joint proxy statement/prospectus, the date of the Accelrys special meeting, the date of the Symyx special meeting or the date on which the Symyx stockholders actually receive their shares of Accelrys common stock. For example, based on the range of closing prices of Accelrys common stock during the period from April 1, 2010, the last trading day before the public announcement of the Merger, through May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus, the Exchange Ratio represented a market value ranging from a low of $5.07 to a high of $5.79 for each share of Symyx common stock. Accordingly, at the time of the Accelrys special meeting or the Symyx special meeting, as the case may be, neither the Accelrys stockholders nor the Symyx stockholders, as the case may be, will know or be able to calculate the exact market value of the consideration the Symyx stockholders will receive upon completion of the Merger.

No fractional shares of Accelrys common stock will be issued to Symyx stockholders in connection with the Merger. Instead, Symyx stockholders will receive cash in lieu of any fractional share of Accelrys common stock that such stockholders would otherwise be entitled to receive in connection with the Merger. For an additional description of what Symyx stockholders will receive in connection with the Merger, see the section entitled “The Merger Agreement—Merger Consideration” beginning on page 85.

Upon completion of the Merger, all outstanding and unexercised options to purchase Symyx common stock will be assumed by Accelrys and converted into options to purchase Accelrys common stock, in each case with the number of shares subject to and the exercise price applicable to such option being appropriately adjusted based on the Exchange Ratio. Such assumed and converted options will be subject to the same vesting and other terms and conditions applicable to the original Symyx stock options. As of May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus, there were 3,334,520 options to purchase Symyx common stock outstanding. For an additional discussion of the treatment of Symyx stock options, see the section entitled “The Merger Agreement—Treatment of Symyx Stock Options” beginning on page 86.

In addition, upon completion of the Merger and pursuant to the terms of the applicable equity award plans and agreements, all outstanding RSUs representing rights to receive Symyx common stock will automatically vest in full and will entitle the holders thereof to receive shares of Accelrys common stock in accordance with the Exchange Ratio. As of May 13, 2010, the latest practicable date before the printing of this joint proxy statement/prospectus, there were 311,187 Symyx RSUs outstanding.

The Merger Agreement does not provide for the modification, accelerated vesting or termination of any Accelrys stock options, Accelrys RSUs or other outstanding equity awards of Accelrys. As a result, except as otherwise provided under individual employment and equity award grant agreements, Accelrys equity awards will remain outstanding and generally will not be affected by the Merger.

Accelrys’s mission is to become the leading scientific informatics software company focused on serving clients that exploit scientific research and development data and to differentiate Accelrys from its competitors in the marketplace. To that end, the Accelrys board of directors and senior management team have regularly evaluated business development strategies, including strategic acquisitions that would enhance Accelrys’s product offerings, client services and overall financial position, thereby increasing stockholder value.

Symyx’s strategy is to help research and development-based companies in the life sciences, chemicals, energy, consumer products and industrial products industries achieve breakthroughs in innovation, productivity and return on investment through the use of Symyx’s products and professional services capabilities. As part of that strategy, the Symyx board of directors and senior management team have consistently evaluated partnership and acquisition opportunities in the fragmented research software segment to strengthen Symyx’s offerings and competitive position and to deliver value to the Symyx stockholders. In February 2008, Symyx engaged UBS to assist Symyx in evaluating Symyx’s business strategy, including potential strategic transactions and alternatives.

In December 2008 and again in early January 2009, Mr. Isy Goldwasser, Chief Executive Officer of Symyx, sent emails to Mr. Mark Emkjer, the then-current Chief Executive Officer of Accelrys, seeking to hold a meeting to discuss potential strategic opportunities between Accelrys and Symyx. Mr. Steven Goldby, Chairman of the Board of Symyx, also followed up with a telephone call to Mr. Ken Coleman, Chairman of the Board of Accelrys, on January 7, 2009. Following the announcement of his departure from Accelrys, Mr. Emkjer responded to Mr. Goldwasser’s emails, noting that while it may make sense for Accelrys and Symyx to discuss potential strategic opportunities, any such discussions would need to involve the continuing Accelrys senior management team.

On January 6, 2009, Mr. Todd Johnson was appointed as the interim President and Chief Executive Officer of Accelrys while the Accelrys board of directors conducted a search for a new chief executive officer. In connection with such appointment, the Accelrys board of directors discussed with Mr. Johnson the company’s desire to continue to explore opportunities to grow the company, either organically or through acquisitions or other strategic alternatives.

On February 9, 2009, Mr. Goldwasser telephoned Mr. Johnson to introduce himself and to suggest that the parties discuss various potential strategic opportunities for Accelrys and Symyx, including the possibility of a strategic relationship between the companies.

During a telephonic meeting of the Accelrys board of directors held on February 23, 2009, Mr. Johnson reported to the Accelrys board of directors regarding the opportunities that the Accelrys senior management team members were focused on, including preliminary discussions with Symyx about a potential strategic relationship.

On March 12, 2009, at a regularly scheduled meeting of the Symyx board of directors, UBS reviewed with the board potential strategic alternatives for Symyx, focusing in part on life sciences software and informatics companies, including Accelrys, as potential acquisition targets. Mr. Goldwasser also updated the Symyx board of directors on the discussions held with Accelrys to date regarding a possible acquisition of Accelrys.

From March 12, 2009 until April 13, 2009, Mr. Johnson had multiple discussions with Mr. Goldwasser regarding a potential business combination involving the two companies. Among other topics, Messrs. Johnson and Goldwasser discussed the challenges each company faced as a stand-alone enterprise, the potential opportunities a combined company might be able to realize and preliminary matters that would need to be agreed upon prior to moving forward with a potential business combination of Accelrys and Symyx.

On April 13, 2009, during a telephonic meeting of the Accelrys board of directors, Mr. Johnson summarized for the board his discussions with Mr. Goldwasser over the prior several weeks. The Accelrys board of directors authorized Mr. Johnson to continue discussions regarding a potential business combination with Symyx and, on April 16, 2009, Accelrys and Symyx entered into a confidentiality agreement whereby each party agreed to keep confidential all non-public information provided to it by the other party.

On April 17, 2009, at a regularly scheduled meeting of the Symyx board of directors, Mr. Goldwasser led a discussion of various strategic alternatives available to Symyx, including potential acquisitions or a sale of all or portions of Symyx. Management reviewed two potential acquisition targets, including Accelrys, and discussed with the members of the Symyx board of directors the potential advantages and disadvantages of these targets. Following the discussion, the Symyx board of directors concluded that both of the acquisition targets were potentially attractive and requested that management pursue further discussion and evaluation of both potential transactions.

On April 20, 2009, Mr. Johnson and other members of the Accelrys senior management team met with Mr. Goldwasser and other members of the Symyx senior management team at the Hilton hotel in Santa Clara, California. At that meeting, the representatives of each company continued to discuss a potential business combination of Accelrys and Symyx and the ways in which their businesses could be expanded on a pro forma basis.

On April 24, 2009, at a regularly scheduled meeting of the Accelrys board of directors, Mr. Johnson summarized for the board the progress of discussions with Symyx and provided the board with a detailed description of Symyx’s business and historical and projected financial results, including a summary of concerns relating to Symyx’s projected annual revenue and the strategic fit of Symyx’s non-software, high productivity research (“HPR”) business with both Symyx’s and Accelrys’s software businesses. Next, representatives of Jefferies discussed with the board a number of issues that could arise in connection with any business combination of Accelrys and Symyx, including the strategic opportunities and potential challenges for a combined company, key due diligence areas relating to historical and projected software revenue growth, product integration, customer concentration and issues relating to Symyx’s HPR business. In addition, representatives of Jefferies discussed the potential merits of a transaction at this time given historical and current share prices, enterprise values and revenue scale of the two companies. Representatives of Jefferies also discussed the pros and cons of other potential strategic alternatives available to Accelrys, including strategic acquisitions by Accelrys of other scientific software informatics companies. Based upon all of the information presented to it, the Accelrys board of directors concluded that it would not be in the best interests of the Accelrys stockholders to pursue a business combination with Symyx at that time and instructed Mr. Johnson to discontinue negotiations with Symyx.

In May 2009 through early August 2009, Symyx explored a possible acquisition of two affiliated research software and services companies (collectively, the “Competitor”) as part of its consolidation strategy.

On June 15, 2009, Mr. Max Carnecchia was appointed as the President and Chief Executive Officer of Accelrys. In connection with Mr. Carnecchia’s appointment, Mr. Ken Coleman briefed Mr. Carnecchia on Accelrys’s strategic efforts, including its conversations with Symyx. On June 25, 2010, Mr. Carnecchia telephoned Mr. Goldwasser to introduce himself. During that call, Messrs. Carnecchia and Goldwasser agreed to meet in person at a later date.

On July 24, 2009, Mr. Carnecchia met with Mr. Goldwasser at Symyx’s offices in Sunnyvale, California to have a general discussion regarding the two companies. At the conclusion of the meeting, Messrs. Carnecchia and Goldwasser agreed that further discussions might be warranted later in the year after Mr. Carnecchia had an opportunity to familiarize himself with Accelrys’s business and after Symyx announced its financial results for the quarter ending September 30, 2009.

During the summer of 2009, Mr. Carnecchia also met several times with representatives of Jefferies to continue discussions regarding potential strategic opportunities for growing Accelrys’s business by virtue of potential business combinations with any of several potential strategic targets, including Symyx.

In October 2009, Symyx commenced a restructuring of its HPR business. The restructuring included an exit from its contract development and manufacturing operations business and a reduction in HPR staffing by approximately 75 employees (representing a total headcount reduction for Symyx of approximately 15%).

In early November 2009, following Symyx’s announcement of its financial results for the quarter ended September 30, 2009, Mr. Goldwasser telephoned Mr. Carnecchia and informed him that Symyx was winding down its HPR business and transitioning to a software-only business in 2010 and that, consistent with that strategy, the Symyx board of directors supported efforts led by Mr. Goldwasser to scale the software business through strategic acquisitions. Thereafter, on November 13, 2009, Messrs. Carnecchia and Goldwasser met at Symyx’s offices, where Mr. Goldwasser informed Mr. Carnecchia that Symyx was interested in acquiring Accelrys. Mr. Carnecchia told Mr. Goldwasser that Accelrys was not for sale, but that Accelrys may be interested in exploring a strategic combination of the two companies. After these discussions, Messrs. Carnecchia and Goldwasser agreed to report back to their respective boards of directors for guidance.

On November 23, 2009, Mr. Carnecchia spoke with Mr. Christopher Lane, a managing director of Jefferies, regarding engaging Jefferies to act as Accelrys’s financial advisor with respect to a potential business combination of Accelrys and Symyx. Over the next several weeks, representatives from Accelrys and Jefferies discussed the terms of the proposed engagement and, on February 3, 2010, Accelrys formally engaged Jefferies to serve as Accelrys’s financial advisor with respect to a potential business combination of Accelrys and Symyx.

On each of November 25, 2009 and November 27, 2009, Messrs. Carnecchia and Goldwasser held in-person meetings and telephonic discussions regarding a potential business combination of Accelrys and Symyx. Mr. Goldwasser told Mr. Carnecchia that before Symyx was ready to move forward with any such combination, in Mr. Goldwasser’s view, the parties would need to be in substantial agreement on certain key issues, including, among other things, (i) the exchange ratio, (ii) the name of the combined company, (iii) key structural terms, (iv) the composition of the board of directors of the combined company and (v) the composition of the senior management team of the combined company. In turn, Mr. Carnecchia informed Mr. Goldwasser that, as a condition to Accelrys’s entering into any potential business combination with Symyx, Symyx would have to divest its HPR business unit.

Throughout the remainder of November and December 2009, representatives of Symyx and Accelrys participated in numerous in-person and telephonic meetings to discuss the proposed terms of a business combination of the two companies. During this time, Accelrys and Symyx also conducted preliminary due diligence reviews of one another. The primary focus of these due diligence reviews related to the financial performance of the two companies and certain accounting matters, including net operating loss carryforward utilization and potential synergies that might be realized from a business combination of Accelrys and Symyx.

On December 16, 2009, the Symyx board of directors held a telephonic board meeting. During that meeting, Mr. Goldwasser reviewed the ongoing exploratory discussions with Accelrys regarding a potential business combination of Accelrys and Symyx, including an assessment of Accelrys’s business and organization and a financial modeling of the proposed combined company. The Symyx board of directors authorized management to proceed with such discussions and agreed that Mr. Goldby should send a letter to the Accelrys board of directors to facilitate the discussions.

Later that day, Mr. Goldby sent a letter to the Accelrys board of directors on behalf of Symyx proposing a merger involving the two companies and outlining several topics that Symyx wanted to address, including (i) the structure of the proposed merger, (ii) the composition of the board of directors and senior management team of the combined company, (iii) the retention of key employees, (iv) the expectation of a merger agreement with reciprocal representations, warranties and covenants and (v) the divestiture of the HPR business prior to signing a definitive merger agreement.

On December 17, 2009, at a telephonic meeting of the Accelrys board of directors, Mr. Carnecchia and other members of the Accelrys senior management team and representatives of Jefferies summarized the results of the due diligence review of and discussions with Symyx to date. The members of the Accelrys board of directors also discussed in detail the letter from Mr. Goldby.

Shortly following the conclusion of the December 17th meeting of the Accelrys board of directors, Mr. Coleman and Mr. Goldby met in person. At that meeting, Messrs. Coleman and Goldby agreed that both

companies should continue their due diligence reviews of one another and discussed the potential composition of the senior management team for the combined company. Ultimately, Messrs. Coleman and Goldby agreed that the chief executive officers of each company should meet with members of the other company’s board of directors. As a result, Mr. Carnecchia met with all of the members of the Symyx board of directors, other than Dr. DeCherney, in December 2009 and January 2010, while Mr. Goldwasser met with three members of the Accelrys board of directors in January 2010.

Throughout January 2010, the companies continued to conduct their due diligence reviews of one another, focusing particularly on each other’s financial forecasts and on potential synergies from a potential merger. As a result of these reviews and discussions, Accelrys and Symyx agreed that any resolution regarding the pro forma ownership of the combined company would not be reached until each company announced its financial results for the quarter ended December 31, 2009 and Symyx completed the divestiture of its HPR business unit, and that other issues, including the composition of the board of directors and senior management team of the combined company, the name of the combined company and the nature of potential transition and severance arrangements with departing senior executives, would remain open until such a resolution regarding the pro forma ownership of the combined company was reached.

On January 21, 2010, at a regularly scheduled meeting of the Symyx board of directors, Mr. Goldwasser and Mr. Rex Jackson, Executive Vice President and Chief Financial Officer of Symyx, updated the board on the discussions with Accelrys, including the financial modeling for the proposed combined company.

On February 2, 2010, at a regularly scheduled meeting, the Accelrys board of directors convened to discuss, among other things, the status of the ongoing negotiations with Symyx. Representatives of management, including Mr. Carnecchia and Mr. Michael Piraino, Senior Vice President and Chief Financial Officer of Accelrys, advised the Accelrys board of directors that representatives of the two companies, along with the companies’ respective financial advisors, had held a series of discussions focused on certain financial matters, opportunities to realize annual net operating synergies and the challenges facing a potential merger involving Accelrys and Symyx. Mr. Carnecchia reported to the Accelrys board of directors that he, Mr. Piraino and Mr. Johnson had detailed discussions with the Symyx senior management team relating to revenue and income forecasts for both companies, including stand-alone financial information relating to Symyx’s HPR business unit. Mr. Carnecchia also indicated to the Accelrys board of directors that, to date, Accelrys had approached all discussions with Symyx relating to a potential merger with the understanding that the Symyx board of directors and management would support a process that would result in Mr. Carnecchia’s and Mr. Piraino’s serving as the combined company’s chief executive officer and chief financial officer, respectively, and that Symyx would divest its HPR business unit. Representatives of Jefferies also advised the Accelrys board of directors regarding the potential strategic opportunity presented by a combination of the two companies. Among other things, the representatives of Jefferies advised the Accelrys board of directors that a combined company would potentially benefit from (i) a more robust product portfolio that would allow it to become a market leader in the scientific software informatics sector, (ii) identified synergies that would drive significant margin improvement and (iii) accretion in EPS. In addition, representatives of Jefferies discussed with the board the relative contribution of each company to a combined enterprise and the potential impact on Accelrys’s equity incentive plans and prospective ability to use net operating loss carryforwards. After the discussion, the Accelrys board of directors directed the Accelrys senior management team, in consultation with representatives of Jefferies, to move forward with due diligence and negotiations with Symyx, with a focus on refining the combined company’s financial model and revenue and expense synergies analysis.

In February 2010, representatives from the Accelrys and Symyx senior management teams held a number of telephonic and in-person meetings to continue detailed due diligence with respect to the two companies. In addition, the companies began populating electronic data rooms with extensive due diligence materials based on a mutually agreed upon request list.

On February 11, 2010, Symyx publicly announced the proposed divestiture of certain of its HPR business unit assets to FreeSlate, Inc., a newly-formed company that would be managed by former Symyx employees.

On February 26, 2010, the Accelrys board of directors held a meeting at which members of the Accelrys senior management team updated the board with respect to the proposed merger involving Symyx. Mr. Carnecchia summarized for the board the status of the due diligence review conducted on Symyx to date by Accelrys and set forth a timeline for the expected completion of such review. Following Mr. Carnecchia’s presentation, representatives of Jefferies provided the Accelrys board of directors with an update on certain aspects of the proposed merger, noting to the board that both parties had provided one another with access to their respective electronic data rooms, had engaged in a series of business, financial, tax and product meetings to refine the scope of the companies’ respective due diligence efforts and had scheduled additional due diligence meetings through the first week of March 1, 2010. Mr. Johnson and Dr. Mathew A. Hahn, Senior Vice President of Research and Development of Accelrys, next made a presentation to the board regarding Accelrys’s assessment of Symyx’s products and customers from a sales and marketing standpoint and a research and development standpoint. In addition, representatives of Jefferies discussed with the Accelrys board of directors the merits of initiating a sales process with other potential third parties. The board considered the pros and cons of proceeding with the proposed merger involving Symyx and discussed whether to engage in a discreet or more public market check with respect to Accelrys. At the request of the board, a representative of Paul, Hastings, Janofsky & Walker LLP (“Paul Hastings”), outside legal counsel to Accelrys, advised the members of the Accelrys board of directors regarding their fiduciary duties in connection with the matters being discussed, including the potential merger involving Symyx and the necessity or desirability of performing a market check. In ultimately deciding to continue to pursue the proposed merger involving Symyx and not pursue a pre-signing market check, the board considered (i) the fact that no third party (other than Symyx) had recently expressed any interest in acquiring or otherwise combining with Accelrys, (ii) the limited number of potential strategic partners in the current market, none of which, in the board’s opinion, represented a better opportunity than the proposed merger involving Symyx, (iii) the lack of significant current cash flow of Accelrys to support an attractive transaction with a financial sponsor and the significant challenges a financial sponsor would face in the current credit markets when seeking financing for a proposed acquisition of Accelrys, (iv) the significant and unique synergies associated with the Symyx transaction that would not be available with other parties, (v) the fact that the Accelrys management team was only beginning to implement its strategic initiatives, (vi) the fact that the proposed merger was structured as a stock-for-stock exchange, which would not, in and of itself, be a liquidity event for current Accelrys stockholders, (vii) the fact that a merger involving Symyx would provide a larger scale and could position the combined company to attract key strategic partners that would otherwise be unavailable to Accelrys as a stand-alone company, (viii) the potential adverse impact on the existing discussions with Symyx should Accelrys elect to perform a pre-signing market check and (ix) the advice of its legal and financial advisors.

On March 2, 2010, Symyx announced the completion of the divestiture of its HPR business unit.

On March 6, 2010, the Symyx board of directors held a telephonic meeting to discuss the proposed merger involving Accelrys. At the request of the board, a representative of Cooley LLP (“Cooley”), outside legal counsel to Symyx, reviewed the fiduciary duty requirements of the directors in the context of considering a proposed stock-for-stock combination with Accelrys and potential strategic alternatives. Following that discussion, Mr. Goldwasser reviewed the scope of product, operational and financial due diligence conducted to date on Accelrys and summarized the review of Accelrys’s product lines, including benefits, synergies and risks associated with each product line. Mr. Trevor Heritage, President of Symyx Software, then presented an assessment of Accelrys’s operations and future operations, and Mr. Jackson reviewed the results to date of the financial due diligence. Representatives of Symyx’s financial advisor then joined the meeting for a discussion of financial and valuation metrics relating to establishing an exchange ratio. Mr. Goldwasser updated the board on the current discussions relating to setting the exchange ratio, including Accelrys’s position that the exchange ratio should be set based on relative market capitalizations. Mr. Goldwasser compared certain financial and valuation metrics of Symyx and Accelrys, including relative revenue, earnings before income, taxes, depreciation and amortization (“EBITDA”) and market capitalization. Symyx’s financial advisor discussed with the board the relative contributions of each company to various financial and valuation metrics of the combined company based on the companies’ respective financial forecasts, which indicated that, before giving effect to potential net

synergies, Symyx would contribute more than 50% of such metrics other than market capitalization. Following a detailed discussion of the proposed merger, Symyx’s strategic alternatives and Symyx’s relative value in the proposed merger, the Symyx board of directors concluded that the exchange ratio should be set to give Symyx stockholders ownership of at least 50% of the combined company and instructed management to continue negotiations consistent with that principle. In executive session, the board also discussed appropriate transition and severance arrangements for departing senior executives of Symyx.

On March 8, 2010, the Accelrys board of directors held a telephonic meeting. Messrs. Carnecchia, Johnson and Piraino updated the board on the progress of Accelrys’s due diligence review of Symyx and summarized for the board certain matters the combined company would have to address, including finance, accounting, human resources and legal matters. Messrs. Carnecchia and Johnson also discussed with the board their assessment of the overall growth prospects for Symyx’s various products and businesses and the financial forecasts they had received from Symyx. Mr. David Mersten, Senior Vice President, Secretary and General Counsel of Accelrys, then briefed the board on Symyx’s contracting methodology and corporate governance practices. Representatives of Jefferies next discussed with the board the companies’ current market capitalizations, indicating that such capitalizations supported a transaction in which Accelrys stockholders should own approximately 53% of the combined company and Symyx stockholders should own approximately 47% of the combined company. At that point, the Accelrys board of directors instructed Mr. Carnecchia and the other representatives of Accelrys to continue discussions with Symyx, with an emphasis on discussions relating to relative valuations.

After that meeting, Mr. Carnecchia called Mr. Goldwasser and indicated that Accelrys was willing to accept a transaction that reflected the relative market capitalization of the companies, as discussed by the Accelrys board of directors. Mr. Goldwasser responded that, at that time, Symyx believed that market capitalization was not the appropriate valuation metric and that, as a result, Symyx would not agree to a transaction in which Symyx stockholders would own less than 50% of the combined company. Mr. Carnecchia noted that any such transaction would imply a double-digit premium to the current Symyx market capitalization, which would be both unusual for a transaction of this type and not acceptable to the Accelrys board of directors. Given the impasse regarding relative valuations of the companies, Symyx elected to discontinue providing due diligence information to Accelrys and, among other things, restricted all access to its electronic data room.

On March 10, 2010, Mr. Goldby contacted Mr. Coleman to discuss the disagreement regarding the relative valuations of the companies. During that discussion, Mr. Goldby indicated that Symyx might be willing to accept a transaction that reflected or approximated the relative market capitalization of the companies, provided that Symyx stockholders also received a cash dividend which, in the aggregate, would equal approximately $9.5 million. Mr. Coleman responded by reiterating Accelrys’s position that any potential merger involving the two companies should reflect the relative market capitalization of the companies.

On March 11, 2010, Mr. Goldby requested an in-person meeting with Mr. Coleman on the following day and, on March 12, 2010, Messrs. Coleman and Goldby met in person. At that meeting, Mr. Goldby communicated to Mr. Coleman that, in lieu of the payment of a cash dividend to Symyx stockholders in connection with the proposed merger, Symyx might be in a position to accept a transaction based on the relative market capitalizations of the companies (calculated using the treasury stock method) so long as Symyx’s market capitalization included a premium. Mr. Coleman noted that such a premium may be acceptable to Accelrys provided that it was set within the normal range for transactions of this type, meaning that it could not exceed high single digits. Mr. Goldby stated that he was willing to present a 9% premium to the Symyx board of directors for consideration. Mr. Goldby also indicated to Mr. Coleman that Symyx would direct its financial advisor to work with Jefferies on an exchange ratio methodology that would be based on an average closing per share price over an agreed-upon period acceptable to both parties. Finally, Mr. Goldby noted that, assuming the parties reached agreement on the exchange ratio, Symyx and Accelrys would then need to resolve matters relating to the composition of the board of directors and senior management team of the combined company and the nature of appropriate transition and severance arrangements with departing senior executives of Symyx. Mr. Coleman told Mr. Goldby that he would communicate Mr. Goldby’s points to the Accelrys board of directors.

On the morning of March 15, 2010, the Accelrys board of directors convened to discuss the proposed merger. Mr. Coleman described for the board the substance of his meeting with Mr. Goldby. In addition, representatives of Jefferies provided an update on other matters being negotiated with Symyx, including those relating to the proposed exchange ratio reflecting a 9% premium to Symyx’s closing stock price calculated using a 20 trading day average Symyx closing stock price versus a single-day spot closing stock price for Accelrys. In addition, representatives of Jefferies reviewed for the board data relating to Accelrys’s and Symyx’s recent stock price performance, the relative contribution analysis based on the two companies’ internal financial forecasts and the implied ownership and premium analysis based on the status of negotiations to date. After discussing the possible next steps and a proposed transaction timeline, the board directed the Accelrys senior management team and Accelrys’s legal and financial advisors to continue discussions with Symyx. In addition, the Accelrys board of directors instructed Jefferies to communicate to UBS that Accelrys would require the exchange ratio reflecting the 9% premium to be calculated using the 20 trading day average closing stock prices for both companies, as opposed to Symyx only.

Also on March 15, 2010, Symyx, through its legal counsel, Cooley, delivered an initial draft of the Merger Agreement to Accelrys and its legal counsel, Paul Hastings. The Merger Agreement presented by Cooley contained, among other deal protection measures, the concept of a termination fee in an unspecified amount, payable by either party under certain circumstances.

Over the next two weeks, representatives from Paul Hastings and Cooley negotiated the terms of the Merger Agreement. Significant attention was focused on the various deal protection measures contained in the Merger Agreement, including the termination fee, which Accelrys initially proposed to be equal to $9 million, but which Symyx stated should be lowered to $7.5 million.

During the same period, members of the senior management team for each company conducted multiple discussions relating to the nature of appropriate transition and severance arrangements for members of the Symyx senior management team who would not continue in long-term roles with the combined company. In addition, the parties discussed in detail appropriate severance arrangements for any other employees of the two respective companies who would be dismissed in connection with the proposed merger.

On March 20, 2010, the Symyx board of directors held a telephonic meeting to discuss the exchange ratio. Mr. Goldby described for the board his meeting with Mr. Coleman and the proposed methodology for establishing an exchange ratio. Symyx’s financial advisor then discussed with the board Symyx’s proposal to set the exchange ratio based on a 9% premium to an average per share closing stock price of Symyx over an agreed upon period, proposed by Accelrys, through Jefferies, to be 20 trading days, including the exchange ratio that would result if the 20 trading days had ended on March 12, 2010 and the resulting relative ownership of the combined company. Symyx’s financial advisor also discussed with the board premiums paid in selected “merger of equals” transactions and the extent to which such premiums were generally less than 10%. Following a discussion of the exchange ratio, the relative financial metrics pertaining to each company, the potential strategic and financial benefits of the combination and Symyx’s strategic alternatives, the Symyx board of directors approved proceeding with the negotiation of the proposed merger, with the exchange ratio to be set based on this methodology.

On March 23, 2010, the Accelrys board of directors met to discuss the proposed merger. First, representatives of Jefferies provided an update on the status of negotiations with Symyx, noting that financial, legal and technical due diligence was still proceeding by both parties. In addition, with respect to the economic terms of the proposed merger, representatives of Jefferies informed the board that Accelrys and Symyx had agreed on a valuation based on the relative market capitalizations of the companies (calculated using the treasury stock method) at each company’s 20 trading day average closing stock price, with a 9% premium in the case of Symyx. Representatives of Jefferies noted that, based upon that valuation framework, the implied exchange ratio would be 0.7634 shares of Accelrys common stock for each outstanding share of Symyx common stock and further noted the relative equity split on a fully diluted basis between Symyx and Accelrys stockholders assuming the use of that exchange ratio. Representatives of Jefferies also reported to the Accelrys board of directors that

the composition of the board of directors of the combined company was still being negotiated, as were the terms of the short-term employment agreements for the departing members of the Symyx senior management team whom Accelrys believed were essential to retain for some period following the completion of the proposed merger to ensure a successful integration of the two companies.

On March 28, 2010, Cooley provided to Paul Hastings a draft of the proposed voting agreement to be entered into by the respective directors and certain executive officers of Accelrys and Symyx. Negotiations of the voting agreement took place over the next several days.

On April 2, 2010, the Symyx board of directors held a telephonic meeting. Materials relating to the proposed merger were distributed to the board of directors in advance of the meeting. Mr. Goldwasser reviewed the status of the negotiations of the Merger Agreement and the proposed timing for finalizing those negotiations. Mr. Goldwasser next reviewed the structure of the proposed merger and the synergies expected to result from the merger. Mr. Jackson then reviewed the preliminary results of operations of Symyx for its fiscal quarter ended March 31, 2010, including estimated revenue and EPS, and compared the preliminary results to the budget. Mr. Jackson also reviewed the preliminary results of operations of Accelrys for its fourth quarter ended March 31, 2010. The board determined that such results were consistent with expectations and supportive of proceeding with the proposed merger.

Also at this meeting, UBS reviewed with the board its preliminary financial analysis of the proposed exchange ratio of 0.7802 shares of Accelrys common stock for each outstanding share of Symyx common stock, based on a 9% premium to the 20 trading day average closing price of Symyx common stock for the period ended April 1, 2010 and the corresponding 20 trading day average closing price of Accelrys common stock. Mr. Goldwasser also reviewed in more detail the annual net operating synergies expected to result from the proposed merger.

Following a discussion of financial aspects of the proposed merger, Mr. Goldby discussed the proposed management and board composition of the combined company, which would result in Accelrys’s Chief Executive Officer and Chief Financial Officer continuing in the same roles with the combined company and the board of directors being comprised of 10 members, consisting of the six current members of the Accelrys board of directors plus four of the current members of the Symyx board of directors. The board discussed the proposed Symyx representatives and overall composition of the combined company’s board and stated its belief that the four Symyx directors should be slotted equally into each of the three classes of the Accelrys board of directors, with two Symyx directors in the class having a remaining term of three years. A representative of Cooley then reviewed for the board the material terms of the current draft of the proposed Merger Agreement based upon a written summary distributed prior to the meeting, including the structure of the transaction, the treatment of Symyx securities, the covenants of the parties, closing conditions, representations and warranties, deal protection provisions, including fiduciary duty exceptions, and the termination provisions and triggers for payment of the termination fee, in each case highlighting any material differences in treatment between Accelrys and Symyx. Counsel also reviewed the history of the negotiation of the reciprocal termination fee of $7.5 million and the $1.0 million expense reimbursement provision. Finally, counsel highlighted the remaining open items in the Merger Agreement. The Symyx board of directors discussed the status of due diligence and other outstanding items, including disclosure schedules, and ultimately agreed to hold another meeting on April 4, 2010 to consider the proposed merger after resolution of the outstanding items.

Negotiations of the terms and conditions of the Merger Agreement (including provisions relating to the composition of the board of directors of the combined company) and voting agreements were substantially concluded on April 3, 2010, and negotiations of the terms and conditions of the short-term employment agreements for the departing members of the Symyx senior management team were substantially concluded on April 4, 2010. Near-final drafts of the Merger Agreement and voting agreements were circulated, along with other supporting documentation (including a detailed summary of the terms of the employment agreements), to the Accelrys board of directors on April 2, 3 and 4, 2010. In addition, representatives of Jefferies provided materials to the Accelrys board regarding its financial analysis of the proposed merger involving Symyx and a draft of its related fairness opinion.

On the morning of April 4, 2010, the Symyx board of directors held a telephonic meeting. Mr. Charles Haley, General Counsel of Symyx, presented the results of the remaining legal due diligence review of Accelrys. A representative of Cooley updated the board, using a written summary, regarding the changes to the Merger Agreement since the last meeting, including the resolution of the precise structure and classification of the board of directors of the combined company. Mr. Goldwasser also updated the board on the status of negotiations between Accelrys and certain members of the Symyx senior management team, including Mr. Goldwasser, concerning the terms of short-term employment agreements for a transition period following the completion of the proposed Merger. Also at this meeting, UBS updated the board with respect to its financial analysis of the 0.7802 Exchange Ratio previously reviewed with the board on April 2, 2010 and delivered an oral opinion, which opinion was confirmed by delivery of a written opinion dated April 4, 2010, as to the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to the holders of Symyx common stock.

Mr. Haley then reviewed the proposed resolutions that were circulated to the board in advance of the meeting. Following a discussion, upon motion duly made, the Symyx board of directors (i) determined that the terms of the Merger Agreement were advisable and fair to, and in the best interests of, Symyx and its stockholders, (ii) approved the Merger Agreement and voting agreements, (iii) recommended that the Symyx stockholders approve the Merger Agreement and the Merger and (iv) authorized certain other matters in connection with the execution and performance of the Merger Agreement, including regulatory filings.

The Symyx board of directors then met in executive session and reviewed and approved target level annual bonuses for 2010 for specified management employees of Symyx, to be pro-rated for the portion of the year up to the date of the completion of the Merger and conditioned upon and effective as of the completion of the Merger.

On the afternoon of April 4, 2010, a meeting of the Accelrys board of directors was held to consider the Merger, the Merger Agreement, the voting agreements, the short-term employment agreements, an amendment to the Rights Agreement and an amendment to the Accelrys restated certificate of incorporation necessary in connection with the Merger. The meeting was attended by all members of the Accelrys board of directors, key members of the Accelrys senior management team and representatives of Paul Hastings and Jefferies. At this meeting, Mr. Carnecchia first updated the board on the outcome of all remaining negotiations with Symyx and reviewed for the board the results of the extensive business due diligence conducted by Accelrys on Symyx. Mr. Piraino then discussed with the board the results of Accelrys’s financial due diligence, highlighting for the board certain areas of focus around Symyx’s financial reporting, accounting, asset realization and potential tax-related exposure, including relating to the combined company’s prospective ability to utilize existing net operating loss carryforwards following the Merger. Mr. Piraino noted that the Accelrys finance team consulted with Deloitte & Touche LLP and Ernst & Young, independent registered public accounting firms, with respect to the accounting, financial and tax due diligence of Symyx. Mr. Mersten then advised the board on the results of Accelrys’s legal due diligence of Symyx. Mr. Mersten also advised the board that, while highly unlikely, the fixed Exchange Ratio could result in Accelrys’s stockholders owning less than 50% of the combined company immediately following the completion of the Merger.

Representatives of Jefferies next reviewed with the Accelrys board of directors the financial analysis of Jefferies regarding the Merger. Referring to the materials that had been previously delivered to the members of the Accelrys board of directors, representatives of Jefferies gave a transaction overview, describing the relative cash positions of each company, their respective market capitalizations and the pro forma ownership of the outstanding equity of the combined company based on the final calculated Exchange Ratio of 0.7802 shares of Accelrys common stock for each outstanding share of Symyx common stock. Several members of the board asked questions regarding the calculation of the Exchange Ratio and representatives of Jefferies explained that the updated 20 trading day average closing price of each company had caused a slight increase to the Exchange Ratio since the March 27, 2010 meeting of the board. Discussion ensued among representatives of Jefferies, the board and members of the Accelrys senior management team, during which the representatives of Jefferies described in detail the application of the treasury stock methodology and negotiated 9% premium in favor of Symyx in calculating the Exchange Ratio. After discussion, representatives of Jefferies then described the

valuation methodologies used by Jefferies in connection with its analysis to support its fairness opinion. Representatives of Jefferies explained to the Accelrys board of directors the pro forma relative contribution analysis of each of Accelrys and Symyx, the premiums paid, the operating metrics of comparable companies and comparable transactions analyses. After questions from the board and considerable discussion, representatives of Jefferies delivered to the Accelrys board of directors the oral opinion of Jefferies, which was subsequently confirmed by delivery of a written opinion dated April 4, 2010, to the effect that, as of that date and based on and subject to various assumptions and limitations described in such opinion, the Exchange Ratio was fair, from a financial point of view, to Accelrys.

A representative of Paul Hastings then reviewed for the Accelrys board of directors a written summary of the material terms of the Merger Agreement, which summary had been previously provided to the members of the Accelrys board of directors. Counsel explained that the Merger Agreement was structured as a “merger of equals,” with most provisions being reciprocal to each of Accelrys and Symyx. Counsel further explained the structure of the Merger, as well as the treatment of the Symyx stock options to be assumed by Accelrys in connection with the Merger. Counsel also reviewed the deal protection measures afforded by the Merger Agreement, focusing on the no-shop, the “fiduciary out” provisions relating to board recommendations and changes in recommendations and the termination and termination fee provisions. Counsel noted that the termination fee had in fact been negotiated down from $9 million to $7.5 million, and discussed with the board the circumstances pursuant to which the termination fee may become payable by each party. Counsel noted that the overall package of deal protection measures contained in the Merger Agreement afforded Accelrys with significant protection against a third-party proposal for Symyx, while still being sufficiently flexible to permit the Accelrys board of directors to discharge its fiduciary duties to the Accelrys stockholders, including in the event that Accelrys received an unsolicited third-party proposal. Counsel then summarized for the board each of the resolutions the board would need to approve if it elected to approve the Merger.

After discussion and consideration of the foregoing, the Accelrys board of directors determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms discussed at the meeting, were advisable and fair to, and in the best interests of, Accelrys and its stockholders. Accordingly, the board approved the Merger Agreement, the voting agreements, the amendment to the Accelrys restated certificate of incorporation to increase the number of authorized shares of Accelrys common stock, the amendment to the Rights Agreement and the short-term employment agreements to be entered into with the departing members of the Symyx senior management team. Finally, the board resolved to recommend that Accelrys’s stockholders approve the issuance of Accelrys common stock and the amendment to the Accelrys restated certificate of incorporation in connection with the Merger and directed that such actions be submitted to Accelrys’s stockholders for approval at the next meeting of Accelrys’s stockholders.

On April 5, 2010, the Merger Agreement was executed by Accelrys, Merger Sub and Symyx. In addition, each of the directors and certain executive officers of Accelrys entered into the voting agreements with Symyx, while each of the directors and certain executive officers of Symyx entered into the voting agreements with Accelrys. For an additional discussion of the Merger Agreement and the voting agreements, see the sections entitled “The Merger Agreement” beginning on page 85 and “The Voting Agreements” beginning on page 102.

Before the NASDAQ Global Market opened on April 5, 2010, Accelrys and Symyx issued a joint press release, and Accelrys conducted an investor conference call, announcing the Merger and the execution of the Merger Agreement.

On April 7, 2010, Symyx received from the Competitor an unsolicited proposal to acquire all shares of Symyx common stock at a price of $6.00 per share. The proposal stated that the transaction was fully financed with an equity commitment from a named financing source. The proposal, however, did not contain any financing commitment or other comfort regarding the availability of the funds necessary to complete the acquisition. The proposal was further subject to confirmatory due diligence and the negotiation of a definitive acquisition agreement, but the scope of diligence and the proposed definitive agreement were not included in the proposal.

After evaluating the proposal in consultation with Symyx’s management, financial advisor and outside counsel, the Symyx board of directors determined, at a meeting held on April 13, 2010, that the proposal was inadequate, from a financial point of view, considering, among other factors, (i) the terms of the proposed Merger and the long-term value that the Merger is anticipated to provide to Symyx stockholders, (ii) Symyx’s valuation as a stand-alone company based upon Symyx’s financial forecasts and Symyx’s potential valuation in a change of control transaction for cash based on purchase prices paid in selected transactions in the industry in which Symyx operates, (iii) the uncertainty of the financing for, and terms of, the proposed transaction with the Competitor and (iv) the uncertainty of completing a transaction on the proposed, unspecific terms offered by the Competitor. Accordingly, the board concluded that the Competitor’s proposal did not constitute a superior offer for purposes of the Merger Agreement and did not constitute a proposal that would reasonably be expected to result in a superior offer. Later that day, Mr. Goldwasser communicated the board’s determination to the Competitor.

On April 18, 2010, the Competitor submitted a revised proposal to acquire all of the shares of Symyx common stock for at least $6.25 per share conditioned on the Competitor’s completion of due diligence validating the Competitor’s assumptions underlying the offering price and the parties’ negotiation of a definitive agreement. The scope and timing for the due diligence requested was unclear, as the Competitor indicated the need for both “brief, confirmatory due diligence” and “customary legal and financial due diligence.” The revised proposal indicated a willingness to increase the offering price if, through the diligence process, the Competitor determined that the benefits of the proposed acquisition were greater than those assumed by the Competitor in offering $6.25 per share. The revised proposal, however, did not include the Competitor’s assumptions and stated that, in the event that Symyx did not allow the Competitor to perform its additional due diligence review, the Competitor would be unwilling to offer more than $6.00 per share. In addition, the revised proposal did not contain a financing commitment or any other comfort regarding the availability of the funds necessary to complete the acquisition. Finally, although the revised proposal contemplated a definitive agreement based “in substance” on the existing Merger Agreement, a draft agreement was not attached.

On April 21, 2010, the Symyx board of directors held a meeting to consider the revised proposal. After evaluating the revised proposal in consultation with Symyx’s management, financial advisor and outside counsel, the board determined that the revised proposal was inadequate, from a financial point of view, considering, among other factors, (i) the terms of the proposed Merger and the long-term value which the Merger could provide to Symyx stockholders, (ii) Symyx’s valuation as a stand-alone company based upon Symyx’s financial forecasts and Symyx’s potential valuation in a change of control transaction for cash based on purchase prices paid in selected transactions in the industry in which Symyx operates and (iii) that the price offered by the Competitor was not firm and that there was substantial risk that the transaction contemplated by the revised proposal would not be completed as proposed. Accordingly, the board concluded that the revised proposal did not constitute a superior offer for purposes of the Merger Agreement or a proposal that would reasonably be expected to result in a superior offer. Later that day, Mr. Goldwasser communicated the board’s determination to the Competitor.

On May 4, 2010, a private equity fund submitted an unsolicited, non-binding proposal to acquire all of the outstanding capital stock of Symyx for $6.25 per share through a two-step cash tender offer followed by a merger. The proposal was subject to the fund completing a “customary” due diligence investigation the fund expected to take up to three weeks to complete. The fund also indicated it would expect to fund a portion of the acquisition with debt financing of an unspecified amount. The proposal did not include equity or debt commitments or a proposed definitive agreement. On May 10, 2010, the Symyx board of directors held a meeting to consider the non-binding proposal. After evaluating the proposal in consultation with Symyx’s management, financial advisor and outside counsel, the board determined that the proposal was inadequate, from a financial point of view, considering (i) the price offered by the fund in comparison to the terms of the proposed Merger and long-term value which the Merger could provide to Symyx stockholders, (ii) Symyx’s valuation as a stand-alone company and (iii) the high degree of uncertainty of the proposal, including the fact that it was non-binding, subject to diligence and subject to obtaining financing. Accordingly, the board concluded that the revised

proposal did not constitute a superior offer for purposes of the Merger Agreement or a proposal that would reasonably be expected to result in a superior offer. Mr. Goldwasser communicated the board’s determination to the fund, which has initiated no further communications with Symyx as of the date of this joint proxy statement/prospectus.

On May 9, 2010, the Competitor submitted a revised proposal to acquire all of the outstanding capital stock of Symyx for $6.25 per share through a two-step cash tender offer followed by a merger. The revised proposal included a list of due diligence requests, an equity commitment from the private equity fund sponsor of the Competitor and a proposed merger agreement, including a draft marked to show changes from the Merger Agreement. On May 13, 2010, the Symyx board of directors held a meeting to consider the revised proposal. After evaluating the proposal in consultation with Symyx’s management, financial advisor and outside counsel, the board determined that the proposal was inadequate, from a financial point of view, considering the price offered in comparison to the terms of the proposed Merger and long-term value which the Merger could provide to Symyx stockholders, and Symyx’s valuation as a stand-alone company. The board concluded that the revised proposal did not constitute a superior offer for purposes of the Merger Agreement or a proposal that would reasonably be expected to result in a superior offer. Mr. Goldwasser communicated the board’s determination to the Competitor.

Recommendations of the Accelrys Board of Directors and its Reasons for the Merger

The Accelrys board of directors (i) has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, Accelrys and its stockholders (ii) has approved the Merger Agreement, the voting agreements, the amendment to the Accelrys restated certificate of incorporation and the amendment to the Rights Agreement and (iii) recommends that Accelrys stockholders vote “FOR” the Accelrys Merger Proposals. The Accelrys board of directors consulted with the Accelrys senior management team, as well as its legal counsel and accounting and financial advisors in evaluating the Merger and considered a number of factors that it believed supported its decision to take the foregoing actions, including, but not limited to, the following:

The Accelrys board of directors also considered a number of potentially negative factors in its deliberations concerning the Merger, including:

This discussion of information and factors considered by the Accelrys board of directors is not intended to be exhaustive but is intended to summarize all material factors considered by the Accelrys board of directors in connection with its approval and recommendation of the Merger and the other related transactions described in this joint proxy statement/prospectus. In view of the wide variety of factors considered by it, the Accelrys board of directors did not find it practicable to quantify or otherwise assign relative weights to the specific factors considered. However, the Accelrys board of directors concluded that the potential benefits of the Merger outweighed the potential negative factors and that, overall, the Merger had greater potential benefits for Accelrys stockholders than other strategic alternatives. Therefore, after taking into account all of the factors set forth above, the Accelrys board of directors determined that the Merger Agreement and the Merger were advisable and fair to, and in the best interests of, Accelrys and its stockholders and that Accelrys should enter into the Merger Agreement and take all actions necessary to complete the Merger.

Recommendation of the Symyx Board of Directors and its Reasons for the Merger

The Symyx board of directors (i) has determined that the Merger is advisable and fair to, and in the best interests of, Symyx and its stockholders, (ii) has approved the Merger, the Merger Agreement and the voting agreements entered into between Symyx and the directors and certain executive officers of Accelrys and (iii) recommends that Symyx stockholders vote “FOR” the Symyx Merger Proposal. The Symyx board of directors consulted with the Symyx senior management team, Symyx’s outside legal counsel and Symyx’s

financial advisor in evaluating the Merger and considered a number of factors in reaching its decision to take the foregoing actions, including, but not limited to the following:

The Symyx board of directors also identified and considered a variety of risks and other countervailing factors in its deliberations concerning whether to approve the Merger and enter into the Merger Agreement, including, but not limited to, the following:

In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Symyx board of directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger and the Merger Agreement and to recommend that Symyx stockholders vote in favor of the Symyx Merger Proposal. In addition, individual members of the Symyx board of directors may have given differing weights to different factors. The Symyx board of directors conducted an overall analysis of the factors described above.

Jefferies was engaged to render an opinion to the Accelrys board of directors as to whether the Exchange Ratio is fair, from a financial point of view, to Accelrys. On April 4, 2010, Jefferies delivered to the Accelrys board of directors its oral opinion, subsequently confirmed in writing, that, as of the date of its opinion, based upon and subject to the assumptions, limitations, qualifications and factors contained in its opinion, the Exchange Ratio is fair, from a financial point of view, to Accelrys.

The full written text of the opinion of Jefferies, dated April 4, 2010, which sets forth the assumptions made, matters considered and limitations on the scope of review undertaken by Jefferies in rendering its opinion, is attached as Annex I to this joint proxy statement/prospectus. Accelrys encourages its stockholders to read the Jefferies opinion carefully and in its entirety. The opinion of Jefferies was provided to the Accelrys board of directors in connection with its consideration of the Merger and addresses only the fairness, from a financial point of view and as of the date of the opinion of Jefferies, of the consideration to be paid by Accelrys pursuant to the Merger Agreement and does not address any other aspect of the Merger. The opinion of Jefferies does not constitute a recommendation as to how any holder of shares of Accelrys common stock should vote on the Accelrys Merger Proposals. The following summary of the opinion of Jefferies is qualified in its entirety by reference to the full text of the opinion attached hereto as Annex I.

In its review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by Accelrys or Symyx or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the managements of Accelrys and Symyx, respectively, that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, Accelrys or Symyx. Jefferies was not furnished with any such evaluations or appraisals of such physical inspections and did not assume any responsibility to obtain any such evaluations or appraisals.

With respect to the financial forecasts provided to and examined by it, Jefferies noted in its opinion that projecting future results of any company is inherently subject to uncertainty. Accelrys and Symyx informed Jefferies, however, and Jefferies assumed, that such financial forecasts, including synergies, were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the managements of Accelrys and Symyx, respectively, as to the future financial performance of Accelrys and Symyx, respectively. Jefferies expressed no opinion as to Accelrys’s or Symyx’s financial forecasts or the assumptions on which they were made.

The opinion of Jefferies was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the opinion of Jefferies of which Jefferies became aware after the date of its opinion.

Jefferies made no independent investigation of any legal or accounting matters affecting Accelrys or Symyx, and Jefferies assumed the correctness in all respects material to its analysis of all legal and accounting advice given to Accelrys and its board of directors, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to Accelrys and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the Merger to Accelrys. Accelrys advised Jefferies that the Merger would qualify as a tax-free reorganization for federal income tax purposes. Jefferies assumed that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by it. Jefferies also assumed that in the course of obtaining the necessary regulatory or third-party approvals, consents and releases for the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Accelrys, Symyx or the contemplated benefits of the Merger.

The following is a brief summary of the analyses performed by Jefferies in connection with the preparation of its opinion. This summary is not intended to be an exhaustive description of the analyses performed by Jefferies, but includes all material factors considered by Jefferies in rendering its opinion. Jefferies drew no specific conclusions from any individual analysis, but subjectively factored its observations from all of these analyses into its qualitative assessment of the Exchange Ratio. Each analysis performed by Jefferies is a common methodology utilized in determining valuations. Although other valuation techniques may exist, Jefferies believes that the analyses described below, when taken as a whole, provide the most appropriate analyses for Jefferies to arrive at its opinion.

Jefferies reviewed the trading price history of both the Accelrys common stock and Symyx common stock for the last twelve month (the “LTM”) period ending April 1, 2010 on a stand-alone basis and also in relation to the NASDAQ Composite and a composite index consisting of the enterprise software and services companies listed below in the pharmaceutical IT, business intelligence and analytics and modeling and simulation industries specifically serving the life science, chemical, energy and consumer and industrial products markets. Jefferies selected the following comparable companies because their products, operating and financial characteristics and end-user markets are reasonably similar to that of Symyx and Accelrys.

The historical trading analysis was presented to the Accelrys board of directors solely for informational purposes to provide it with background information and perspective with respect to the relative historical trading price of the Accelrys common stock and Symyx common stock. This analysis showed that during the LTM period ending April 1, 2010, (i) the trading price of Accelrys increased 62.5%, (ii) the trading price of Symyx declined 3.0%, (iii) the NASDAQ Composite Index increased 54.8% and (iv) the composite index consisting of the selected companies increased 70.8%.

Public company comparables analysis is a method of valuing an entity relative to publicly-traded companies with similar products or services, similar operating or financial characteristics or servicing similar customers or markets.

Using publicly-available information and information provided by Symyx’s management, Jefferies analyzed the trading multiples of Symyx and the corresponding trading multiples of the group of companies listed above under “Historical Trading Analysis.” In its analysis, Jefferies derived and compared multiples for Symyx and the selected companies by calculating the total enterprise value as the difference of equity market capitalization minus net cash (the “TEV”) and evaluating it as a multiple of that company’s:

Utilizing the most representative multiple range within the comparable public company set, Jefferies then calculated a range of implied values per share of Symyx common stock based on Symyx’s TTM Revenue, EBITDA and adjusted EPS (“Adjusted EPS”), and its projected revenue, EBITDA and Adjusted EPS for 2010 and 2011, respectively.

Jefferies then compared the ranges of implied values per share of Symyx common stock based on Symyx’s TTM Revenue, EBITDA and P/E, and its projected revenue, EBITDA and P/E for 2010 and 2011, respectively, against the implied merger consideration value of $5.07 per share of Symyx common stock based on the closing price of Accelrys common stock on April 1, 2010, the last trading day before public announcement of the Merger.

No company utilized in the public company comparables analysis is identical to Symyx. In evaluating the selected companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Accelrys, Symyx and Jefferies. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using comparable company data.

Transaction comparables analysis is a method of valuing an entity relative to recent merger and acquisition transactions involving companies having similar products or services and servicing similar customers or markets.

Jefferies analyzed the following 14 North American transactions in the pharmaceutical IT, business intelligence and analytics and modeling and simulation industries since January 1, 2008 with TTM Revenues greater than or equal to $20 million:

Using publicly-available financial information, Jefferies analyzed the transaction value in each transaction as a multiple of (i) the target’s TTM Revenue and (ii) the target’s TTM EBITDA. In each case, the transaction value was adjusted for the target’s cash and debt on the balance sheet at the time of the acquisition if such information was available. In calculating the EBITDA multiples, Jefferies adjusted for stock-based compensation and one-time items, including restructuring charges and impairment losses. Utilizing the most representative multiple range within the precedent transaction set, Jefferies then calculated a range of implied values per share of Symyx common stock based on Symyx’s TTM Revenue and TTM EBITDA.

This analysis indicated a range of implied values per share of Symyx common stock of approximately $4.81 to $6.69 using TTM Revenue and $5.46 to $7.04 using TTM EBITDA, compared in each case to the closing price per share of Symyx common stock of $4.47 on April 1, 2010, the last trading day before public announcement of the Merger, and the implied merger consideration value of $5.07 per share of Symyx common stock based on the closing price of Accelrys common stock on that date.

No transaction utilized as a comparison in the comparable transaction analysis is identical to the Merger. In evaluating the Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Accelrys, Symyx and Jefferies. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using comparable transaction data.

Premiums paid analysis is a method of valuing an entity by analyzing the premiums paid in selected public merger and acquisition transactions.

Using publicly-available information, Jefferies analyzed the premiums offered in selected public-to-public “merger of equals” transactions (i) involving stock-for-stock exchanges with values greater than $100 million where both parties would hold 40-60% ownership post transaction, (ii) where cash consideration or dividend values represented no more than 10% of the overall deal value and (iii) where at least one party was traded on a major U.S. exchange.

For each of these transactions, Jefferies calculated the premium represented by the implied merger consideration value over Symyx’s closing share price one trading day and 20 trading days prior to the public announcement of the Merger. This analysis indicated the following premiums for those time periods prior to announcement:

Using the low and high premiums set forth above and the closing price per share of Symyx’s common stock of $4.47 on April 1, 2010, the last trading day before public announcement of the Merger, this analysis indicated a range of implied values per share of Symyx common stock of approximately $4.53 to $6.87, respectively, using the premiums one trading day prior to announcement, and approximately $4.03 to $7.25, respectively, using the premiums 20 trading days prior to announcement, compared in each case to the closing price per share of Symyx common stock of $4.47 on April 1, 2010 and the implied merger consideration value of $5.07 per share of Symyx common stock based on the closing price of Accelrys common stock on that date.

Pro forma relative contribution analysis is a method of valuing an entity by analyzing the relative financial metrics of the combined entity.

Based on information provided by management of each of Symyx and Accelrys, Jefferies compared the expected contribution of each of Symyx and Accelrys to the combined company against the implied relative equity ownership percentages of the stockholder bases of 48.8% and 51.2%, respectively (calculated based on the fully diluted treasury method). The implied contribution was based upon actual TTM Revenue, EBITDA and net income, and estimates of revenue, EBITDA and net income for calendar years 2010 and 2011, and net cash as of December 31, 2009. In calculating EBITDA and net income, Jefferies excluded from the historical and projected EBITDA and net income for Symyx and Accelrys, as applicable, stock-based compensation, amortization and other non-recurring expenses.

The preparation of a fairness opinion is a complex process and is not susceptible to partial analysis or summary description. In arriving at its opinion, Jefferies considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by it. Furthermore, Jefferies believes that selecting any portion of its analysis, without considering all analyses, would create an incomplete view of the process underlying its opinion. In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Accelrys, Symyx and Jefferies. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Jefferies did not recommend any specific consideration to the Accelrys board of directors or that any specific consideration constituted the only appropriate consideration with respect to the Merger Agreement and the transactions contemplated thereby.

Jefferies was engaged by Accelrys to act as financial advisor to Accelrys in connection with the Merger and will receive a fee of $1.375 million for its services, a portion of which was payable upon delivery of its opinion and a significant portion of which is payable contingent upon completion of the Merger. Jefferies also will be reimbursed for all out-of-pocket expenses incurred. Accelrys has agreed to indemnify Jefferies against certain liabilities arising out of or in connection with the services rendered and to be rendered by Jefferies under such engagement.

Jefferies has not, in the past, provided financial advisory and financing services to either Accelrys or Symyx, or their respective affiliates. The Accelrys board of directors engaged Jefferies as Accelrys’s financial advisor in connection with the Merger because it is an internationally recognized financial advisor that has substantial experience in transactions similar to the Merger. In the ordinary course of business, Jefferies and its affiliates maintain a market in the securities of Accelrys and Symyx and may trade or hold securities of Accelrys or Symyx and/or their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions in those securities. In the future Jefferies may seek to provide financial advisory and financing services to Accelrys, Symyx or entities that are affiliated with Accelrys or Symyx, for which Jefferies would expect to receive compensation.

On April 4, 2010, at a meeting of the Symyx board of directors held to evaluate the Merger, UBS delivered to the Symyx board of directors an oral opinion, which opinion was confirmed by delivery of a written opinion dated April 4, 2010, to the effect that, as of that date and based on and subject to various assumptions, matters considered and limitations described in its opinion, the Exchange Ratio was fair, from a financial point of view, to the holders of Symyx common stock.

The full text of UBS’ written opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. The opinion is attached as Annex J to this joint proxy statement/prospectus and is incorporated into this joint proxy statement/prospectus by reference. Holders of Symyx common stock are encouraged to read UBS’ opinion carefully in its entirety. UBS’ opinion was provided for the benefit of the Symyx board of directors (solely in its capacity as such) in connection with, and for the purpose of, its evaluation of the Exchange Ratio from a financial point of view and does not address any other aspect of the Merger. The opinion does not address the relative merits of the Merger as compared to other business strategies or transactions that might be available with respect to Symyx or Symyx’s underlying business decision to effect the Merger. The opinion does not constitute a recommendation to any stockholder as to how to vote or act with respect to the Merger. The following summary of UBS’ opinion is qualified in its entirety by reference to the full text of the opinion.

In connection with its review, with the consent of the Symyx board of directors, UBS assumed and relied upon, without independent verification, the accuracy and completeness in all material respects of the information provided to or reviewed by UBS for the purpose of its opinion. In addition, with the consent of the Symyx board of directors, UBS did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Symyx or Accelrys, and was not furnished with any such evaluation or appraisal. With respect to the financial forecasts, estimates, synergies and pro forma effects referred to above, UBS assumed, at the direction of the Symyx board of directors, that such forecasts, estimates, synergies and pro forma effects had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the managements of Symyx and Accelrys as to the future financial performance of Symyx and Accelrys and such synergies and pro forma effects. In addition, UBS assumed with the approval of the Symyx board of directors that such financial forecasts and estimates, including synergies, would be achieved at the times and in the amounts projected. UBS also assumed, with the consent of the Symyx board of directors, that the Merger would qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. UBS’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to UBS as of, the date of its opinion.

At the direction of the Symyx board of directors, UBS was not asked to, and it did not, offer any opinion as to the terms, other than the Exchange Ratio to the extent expressly specified in its opinion, of the Merger Agreement or the form of the Merger. In addition, UBS expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Exchange Ratio. UBS expressed no opinion as to what the value of Accelrys common stock would be when issued pursuant to the Merger or the prices at which Accelrys common stock or Symyx common stock would trade at any time. In rendering its opinion, UBS assumed, with the consent of the Symyx board of directors, that (i) the final executed form of the Merger Agreement would not differ in any material respect from the execution version that UBS reviewed, (ii) the parties to the Merger Agreement would comply with all material terms of the Merger Agreement and (iii) the Merger would be consummated in accordance with the terms of the Merger Agreement without any adverse waiver or amendment of any material term or condition of the Merger Agreement. UBS also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any material adverse effect on Symyx, Accelrys or the Merger. UBS was not authorized to solicit and did not solicit indications of interest in a transaction with Symyx from any party. Except as described above, Symyx imposed no other instructions or limitations on UBS with respect to the investigations made or the procedures followed by UBS in rendering its opinion. The issuance of UBS’ opinion was approved by an authorized committee of UBS.

In connection with rendering its opinion to the Symyx board of directors, UBS performed a variety of financial and comparative analyses which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by UBS in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected companies analysis and the selected transactions analysis summarized below, no company or transaction used as a comparison was identical to Symyx, Accelrys or the Merger. These analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

UBS believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying UBS’ analyses and opinion. UBS did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of Symyx and Accelrys provided by the managements of Symyx and Accelrys in or underlying UBS’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, UBS considered industry performance, general business and economic conditions and other matters, many of which were beyond the control of Symyx and Accelrys. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold or acquired.

The Exchange Ratio was determined through negotiation between Symyx and Accelrys and the decision by Symyx to enter into the Merger Agreement was solely that of the Symyx board of directors. UBS’ opinion and financial analyses were only one of many factors considered by the Symyx board of directors in its evaluation of the Merger and should not be viewed as determinative of the views of the Symyx board of directors or management with respect to the Merger or the Exchange Ratio.

The following is a brief summary of the material financial analyses performed by UBS and reviewed with the Symyx board of directors on April 4, 2010 in connection with UBS’ opinion relating to the Merger. The financial analyses summarized below include information presented in tabular format. In order for UBS’ financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of UBS’ financial analyses. For purposes of the “Selected Companies Analysis,” “Selected Transactions Analysis” and “Contribution Analysis” described below, the term “implied per share value of the merger consideration” refers to the $5.07 implied per share value of the merger consideration based on the Exchange Ratio and the closing price of Accelrys common stock on April 1, 2010 of $6.50.

UBS compared selected financial and stock market data of Symyx, Accelrys and the following six publicly-traded companies in the data integration and content management software industry:

UBS reviewed enterprise values, calculated as equity market value based on closing stock prices on April 1, 2010, plus debt at book value, preferred stock at liquidation value and minority interests at book value, less cash and cash equivalents, as multiples of estimated calendar years 2010 and 2011 revenue and EBITDA. UBS also reviewed closing stock prices on April 1, 2010 as a multiple of calendar years 2010 and 2011 estimated EPS, excluding amortization and stock-based compensation expenses and one-time charges (“Cash EPS”). UBS then compared these multiples derived for the selected companies with corresponding multiples implied for Accelrys based on the closing price of Accelrys common stock on April 1, 2010 and for Symyx based both on the closing price of Symyx common stock on April 1, 2010 and the implied per share value of the merger consideration. Financial data for the selected companies were based on publicly-available research analysts’ consensus estimates, public filings and other publicly-available information. Estimated financial data for Symyx were based on internal estimates of Symyx’s management, and estimated financial data for Accelrys were based on internal estimates of Accelrys’s management. EBITDA data of Symyx and Accelrys excluded stock-based compensation

expense. This analysis indicated the following implied high, median, mean and low multiples for the selected companies, as compared to corresponding multiples implied for Accelrys and Symyx:

UBS reviewed transaction values in the following 11 selected transactions involving companies in the data integration and content management software industry that were primarily focused on research:

UBS reviewed transaction values in the selected transactions, calculated as the purchase price paid for the target company’s equity, plus debt at book value, preferred stock at liquidation value and minority interests at book value, less cash and cash equivalents, as multiples of, to the extent publicly available, LTM revenue and EBITDA. UBS then compared these multiples derived for the selected transactions with corresponding multiples implied for Symyx based on the implied per share value of the merger consideration. Multiples for the selected transactions were based on publicly-available information at the time of announcement of the relevant transaction. Estimated financial data for Symyx were based on internal estimates of Symyx’s management, which excluded, in the case of EBITDA, stock-based compensation expense. This analysis indicated the following implied high, median, mean and low multiples for the selected transactions (implied LTM revenue multiples that were negative or greater than 5.0x and implied LTM EBITDA multiples that were negative or greater than 25.0x were excluded as not meaningful), as compared to corresponding multiples implied for Symyx:

UBS performed a discounted cash flow analysis of Accelrys on a stand-alone basis utilizing, at the direction of the Symyx board of directors, financial forecasts and estimates relating to Accelrys prepared by Accelrys’s management. UBS calculated a range of implied present values (as of April 1, 2010) of (i) the stand-alone unlevered, after-tax free cash flows (giving effect to utilization of Accelrys’s net operating loss carryforwards per Accelrys’s public filings as of March 31, 2009 to reduce future federal and state income taxes payable by Accelrys) forecasted by Accelrys’s management to be generated by Accelrys from April 1, 2010 through December 31, 2014, (ii) Accelrys’s estimated net operating loss carryforwards expected by Accelrys’s management to be utilized by Accelrys to reduce future federal and state income taxes payable by Accelrys in calendar years 2015 through 2028 and (iii) terminal values for Accelrys based on Accelrys’s calendar year 2014 estimated EBITDA, excluding stock-based compensation expense. Implied terminal values were derived by applying to Accelrys’s calendar year 2014 estimated EBITDA a range of EBITDA terminal value multiples of 7.0x to 10.0x. Present values of cash flows, net operating loss carryforwards and terminal values were calculated using discount rates ranging from 14.0% to 18.0%. The discounted cash flow analysis resulted in a range of implied present values of approximately $6.20 to $7.45 per outstanding share of Accelrys common stock, as compared to the closing price of Accelrys common stock on April 1, 2010 of $6.50.

UBS performed separate discounted cash flow analyses of Symyx on a stand-alone basis and of Symyx and Accelrys on a combined basis in order to compare the implied present value on a stand-alone basis of an outstanding share of Symyx common stock with the implied present value on a combined basis attributable to an outstanding share of Symyx common stock based on the Exchange Ratio.

Symyx Stand-Alone Discounted Cash Flow Analysis. In its discounted cash flow analysis of Symyx on a stand-alone basis, UBS utilized, at the direction of the Symyx board of directors, financial forecasts and estimates relating to Symyx prepared by Symyx’s management. UBS calculated a range of implied present values (as of April 1, 2010) of (i) the stand-alone unlevered, after-tax free cash flows forecasted by Symyx’s management to be generated by Symyx from April 1, 2010 through December 31, 2014, (ii) royalties forecasted by Symyx’s management to be received by Symyx from The Dow Chemical Company (“Dow”) in calendar year 2015, which was expected by Symyx’s management to be the final year in which such royalties would be received and (iii) terminal values for Symyx based on Symyx’s calendar year 2014 estimated EBITDA, excluding stock-based compensation expense and royalties from Dow in that year. Implied terminal values were derived by applying to Symyx’s calendar year 2014 estimated EBITDA a range of EBITDA terminal value multiples of 7.0x to 10.0x. Present values of cash flows, calendar year 2015 royalties from Dow and terminal values were calculated using discount rates ranging from 14.0% to 18.0%. The discounted cash flow analysis resulted in a range of implied present values of approximately $5.80 to $7.45 per outstanding share of Symyx common stock.

Pro Forma Combined Company Discounted Cash Flow Analysis. In its discounted cash flow analysis of Symyx and Accelrys on a combined basis, UBS utilized, at the direction of the Symyx board of directors, financial forecasts and estimates relating to Symyx prepared by Symyx’s management and financial forecasts and estimates relating to Accelrys prepared by Accelrys’s management. UBS also utilized, at the direction of the Symyx board of directors, estimates prepared by the managements of Symyx and Accelrys as to potential net synergies anticipated by such managements to result from the Merger. UBS calculated a range of implied present values (as of April 1, 2010) of (i) the unlevered, after-tax free cash flows forecasted by Symyx’s and Accelrys’s managements to be generated by Symyx and Accelrys on a combined basis from April 1, 2010 through December 31, 2014, (ii) the estimated net operating loss carryforwards of Accelrys (after giving effect to statutory limitations) as of March 31, 2009 expected by the managements of Symyx and Accelrys to be utilized in the future by the pro forma combined company to reduce future federal and state income taxes payable by the pro forma combined company, (iii) royalties forecasted by Symyx’s management to be received by Symyx from

Dow in calendar year 2015 and (iv) terminal values for the pro forma combined company based on the pro forma combined company’s calendar year 2014 estimated EBITDA, excluding stock-based compensation expense and Symyx’s royalties from Dow in that year. Implied terminal values were derived by applying to the pro forma combined company’s calendar year 2014 estimated EBITDA a range of EBITDA terminal value multiples of 7.0x to 10.0x. Present values of cash flows, net operating loss carryforwards, calendar year 2015 royalties from Dow and terminal values were calculated using discount rates ranging from 14.0% to 18.0%. The discounted cash flow analysis of the pro forma combined company resulted in a range of implied present values of approximately $6.40 to $8.30 attributable to an outstanding share of Symyx common stock based on the exchange ratio provided for in the Merger, as compared to the range of implied present values of approximately $5.80 to $7.45 per outstanding share of Symyx common stock derived from the stand-alone discounted cash flow analysis of Symyx described above under “Symyx Stand-Alone Discounted Cash Flow Analysis.”

UBS reviewed the relative contributions of Symyx and Accelrys for calendar years 2009 through 2014 to the pro forma combined company’s:

Estimated financial data for Symyx were based on internal estimates of Symyx’s management, and estimated financial data for Accelrys were based on internal estimates of Accelrys’s management. EBITDA data of Symyx and Accelrys excluded stock-based compensation expense. Estimated pre-tax net synergies were based on internal estimates of Symyx’s management and Accelrys’s management. UBS then compared the implied contribution percentages of Symyx based on the relative contributions of Symyx and Accelrys with the implied enterprise value percentage of the pro forma combined company attributable to Symyx in the Merger. The implied enterprise value percentage of the pro forma combined company attributable to Symyx in the Merger was derived based on the enterprise value of Accelrys (calculated as equity market value based on the closing price of Accelrys common stock on April 1, 2010, plus debt at book value, less cash and cash equivalents) and the transaction value of Symyx implied in the Merger (calculated as the purchase price paid for Symyx common stock, assuming vesting of all RSUs of Symyx, based on the implied per share value of the merger consideration, plus debt at book value, less cash and cash equivalents). As more fully reflected in the following table, this analysis indicated an implied relative contribution percentage reference range for Symyx of approximately 29.8% to 77.0%, as compared to the implied enterprise value percentage of the pro forma combined company attributable to Symyx in the Merger of approximately 52.6% (which percentage, on an equity value basis, was approximately 49.6% based on the implied per share value of the merger consideration):

UBS reviewed the potential pro forma effect of the Merger on Accelrys’s estimated EPS for years 2010 through 2014 on a calendarized basis after taking into account the potential net synergies anticipated by the managements of Symyx and Accelrys to result from the Merger (excluding estimated one-time costs of achieving synergies) and Accelrys’s net operating loss carryforwards (after giving effect to statutory limitations) per Accelrys’s public filings as of March 31, 2009 expected by the managements of Symyx and Accelrys to be utilized by the pro forma combined company to reduce future federal and state income taxes payable by the pro forma combined company. UBS also compared the combined company’s estimated EPS on a calendarized basis attributable to an outstanding share of Symyx common stock based on the Exchange Ratio with Symyx’s stand-alone estimated EPS in each of calendar years 2010 through 2014. Estimated financial data for Symyx were based on internal estimates of Symyx’s management, and estimated financial data for Accelrys were based on internal estimates of Accelrys’s management. Estimated synergies were based on internal estimates of Symyx’s management and Accelrys’s management. Based on the Exchange Ratio, this analysis indicated that the Merger would be:

Actual results may vary from projected results and the variations may be material.

Under the terms of UBS’ engagement, Symyx has agreed to pay UBS for its financial advisory services in connection with the Merger an aggregate fee of $2.5 million, a portion of which was payable in connection with the delivery of UBS’ opinion and a significant portion of which is contingent upon completion of the Merger. In addition, Symyx has agreed to reimburse UBS for its reasonable expenses, including fees, disbursements and other charges of counsel, and to indemnify UBS and related parties against certain liabilities, including liabilities under federal securities laws, relating to, or arising out of, its engagement.

In the ordinary course of business, UBS and its affiliates may hold or trade, for their own accounts and the accounts of their customers, securities of Symyx and Accelrys and, accordingly, may at any time hold a long or short position in such securities.

Symyx selected UBS as its financial advisor in connection with the Merger because UBS is an internationally recognized investment banking firm with substantial experience in similar transactions. UBS is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

Certain Financial Forecasts Utilized by Accelrys in Connection with the Merger

Accelrys does not, as a matter of course, publicly disclose long-term forecasts or internal projections as to future performance, earnings or other results, and Accelrys is particularly concerned with making such forecasts and projections due to the unpredictability of the underlying assumptions and estimates. In connection with its due diligence process and evaluation of the Merger, Accelrys’s senior management prepared financial forecasts regarding Accelrys’s forecasted orders, revenue, net income and diluted EPS results for its 2010 through 2015 fiscal years. These unaudited financial forecasts were considered by the Accelrys board of directors for purposes of evaluating the Merger. The Accelrys financial forecasts were not prepared with a view toward public disclosure. However, Accelrys has included below a summary of the Accelrys financial forecasts to provide its stockholders and investors access to certain non-public information that was furnished to third parties in connection with the Merger.

In preparing the Accelrys financial forecasts, Accelrys’s senior management assumed that growth in orders would be flat in 2010, with increases of approximately 9% to 11% in orders in fiscal years 2011 through 2015. The increase in total orders is directly attributable to Accelrys’ assumptions that (i) its orders for Accelrys’s Pipeline Pilot scientific operating platform will continue to increase at a robust rate, (ii) its release of its biological registration system late in fiscal 2010 will result in sequential order and revenue growth for that product in fiscal years 2011 through 2015, (iii) orders for its Materials Studio software suite will increase slightly and (iv) such increases will be partially offset by decreases in orders for Accelrys’s Discovery Studio and Accord products. Revenue growth was assumed to lag behind orders growth because the revenue resulting from orders is generally recognized ratably over the license term. Accelrys’s senior management also generally assumed that a significant portion of Accelrys’s revenue growth will result in additional operating income and diluted EPS as its financial model assumes operating leverage. The Accelrys financial forecasts included assumptions as to certain business decisions that are subject to change, as well as assumptions related to industry performance and general economic conditions, each of which assumptions are inherently subjective and beyond the control of Accelrys.

The Accelrys financial forecasts presented below were reviewed with the Accelrys board of directors and were used by Jefferies in connection with its financial analysis of the Exchange Ratio. Accelrys also provided Symyx and its financial advisor with the Accelrys financial forecasts, which were reviewed with the Symyx board of directors and were utilized by Symyx’s financial advisor in connection with its financial analysis of the Exchange Ratio.

Neither the inclusion of the Accelrys financial forecasts nor the inclusion of the Symyx financial forecasts (as more fully described below) in this joint proxy statement/prospectus should be regarded as an indication that Accelrys or its board of directors considered, or now considers, these forecasts to be material to the Accelrys or Symyx stockholders or necessarily indicative of actual future results. You should not place undue reliance on the unaudited financial forecasts contained in this joint proxy statement/prospectus. Please read the information set forth below under the heading “Important Information About the Accelrys Financial Forecasts”.

The following tables present the Accelrys financial forecasts, as used by the Accelrys board of directors for purposes of its consideration of the Merger and by Jefferies for purposes of its financial analyses related to the Merger:

In connection with discussions concerning the Merger, Symyx provided to Accelrys its financial forecasts, which included Symyx’s forecasted operating results for Symyx’s 2010 through 2014 fiscal years. During these discussions, Symyx reclassified royalties from revenue to other income as a result of the divestiture of the HPR business unit. In analyzing these forecasts, Accelrys’s senior management considered Symyx’s actual operating performance against publicly-available research analysts’ consensus estimates, Symyx-provided guidance and Symyx’s internal operating plan. Accelrys’s senior management also provided Jefferies with the Symyx financial forecasts in connection with its financial analysis of the Exchange Ratio. The Symyx financial forecasts provided to Accelrys by Symyx are more fully discussed under the section entitled “The Merger—Certain Financial Forecasts Utilized by Symyx in Connection with the Merger” beginning on page 74.

While the Accelrys financial forecasts were prepared in good faith, no assurance can be made regarding future events. The estimates and assumptions underlying the Accelrys financial forecasts involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, the risks and uncertainties described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 34 and 33, respectively, all of which are difficult to predict and many of which are beyond the control of Accelrys and/or Symyx and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions will prove to be accurate or that the forecasted results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Accelrys financial forecasts, whether or not the Merger is completed.

The Accelrys financial forecasts summarized in this section were prepared solely for internal use by Accelrys and not with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or GAAP. Accelrys’s senior management believes the forecasts were prepared in good faith and on a reasonable basis based on the best information available to Accelrys’s senior management at the time of their preparation. The Accelrys financial forecasts, however, are not fact and should not be relied upon as being necessarily indicative of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on this information. None of the Accelrys financial forecasts reflects any synergies or costs related to or that may arise from the Merger.

All of the Accelrys financial forecasts summarized in this section were prepared by and are the responsibility of the management of Accelrys, as indicated. Ernst & Young, Accelrys’s independent registered public accounting firm, did not provide any assistance in preparing the Accelrys financial forecasts and has not examined, compiled or otherwise performed any procedures with respect to the Accelrys financial forecasts and, accordingly, Ernst & Young has not expressed any opinion or given any other form of assurance with respect thereto and they assume no responsibility for the prospective financial information. The Ernst & Young reports incorporated by reference into this joint proxy statement/prospectus relate solely to the historical financial information of Accelrys. Such reports do not extend to the Accelrys financial forecasts and should not be read to do so.

By including in this joint proxy statement/prospectus a summary of the Accelrys financial forecasts, neither Accelrys nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Accelrys compared to the information contained in the Accelrys financial forecasts. Accelrys has made no representation to Symyx, in the Merger Agreement or otherwise, concerning the Accelrys financial forecasts. The Accelrys financial forecasts summarized in this section were prepared during the periods described above and have not been updated to reflect any changes since the date of this joint proxy statement/prospectus or any actual results of operations of Accelrys, as set forth under the section entitled “Selected Historical Consolidated Financial Data of Accelrys” beginning on page 22. Neither Accelrys, Symyx nor, after completion of the Merger, the combined company undertakes any obligation, except as required by law, to update or otherwise revise the Accelrys financial forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The foregoing summary of the Accelrys financial forecasts is not included in this joint proxy statement/prospectus in order to induce any stockholder to vote in favor of the Accelrys Merger Proposals or any other proposals to be voted on at the Accelrys special meeting or the Symyx Merger Proposal or any other proposals to be voted on at the Symyx special meeting.

Symyx made available to Accelrys and its financial advisor certain non-public business and financial information about Symyx as a stand-alone company, including financial forecasts through the fiscal year ending December 31, 2014. The financial forecasts were prepared and delivered in March 2010 and were based on numerous assumptions made at that time by Symyx’s management, including (i) Symyx’s expected revenue growth based on historical and estimated license, maintenance and content subscription renewal rates, revenue recognition, historical and estimated bookings levels, expected market growth, competition and the expected impact of the HPR divestiture on revenue, (ii) expected royalty income, net of patent portfolio costs, (iii) expected operating expenses, including headcount necessary to support ongoing product development and sales and marketing, (iv) an assumed tax rate of 39% and (v) assumed interest earned on cash balances of 0.5%. The financial forecasts were as follows:

The operating expenses included in EBITDA exclude stock-based compensation expense and amortization and impairment of intangibles and are non-GAAP. EBIDTA referred to above as “EBIDTA (inc FAS123R Expense)” is a non-GAAP financial measure that Symyx defines as operating income, excluding, if applicable, (i) depreciation expenses, (ii) amortization and impairment of intangibles, (iii) goodwill impairment and (iv) one-time items. Adjusted EBITDA, referred to above as “EBIDTA (excl. FAS123R Expense)” is a non-GAAP financial measure that Symyx defines as EBITDA, excluding non-cash compensation expense. EBITDA and Adjusted EBITDA do not include the impact of any synergies or costs related to the Merger.

Symyx does not, as a matter of course, make public any financial forecasts as to future performance or earnings, other than annual and quarterly forecasts relating to revenue, non-GAAP EPS and Adjusted EBITDA. The financial forecasts set forth above are included in this joint proxy statement/prospectus only because this information was provided to Accelrys and its financial advisor. The Symyx financial forecasts presented above were reviewed with the Symyx board of directors and were used by Symyx’s financial advisor in connection with its financial analysis of the Exchange Ratio. Accelrys’ use of these forecasts is discussed in the section entitled “The Merger—Certain Financial Forecasts Utilized by Accelrys in Connection with the Merger” beginning on page 71.

The financial forecasts were not prepared with a view to public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The financial forecasts do not purport to present operations in accordance with GAAP, and Symyx’s independent registered public accounting firm has not examined, compiled or otherwise applied procedures to the financial forecasts and accordingly assumes no responsibility for them. Symyx’s internal financial forecasts, upon which the financial forecasts were based in part, are, in general, prepared solely for internal use, such as budgeting, strategic planning and other management decisions, and are subjective in many respects. As a result, these internal financial forecasts are susceptible to interpretations and periodic revision based on actual experience and business developments. The financial forecasts reflect numerous assumptions made by the management of Symyx at the time they were prepared, and general business, economic, market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond Symyx’s control. Accordingly, there can be no assurance that the assumptions made in preparing the financial forecasts will prove accurate or that any of the financial forecasts will be realized.

There will likely be differences between actual and projected results, and actual results may be materially greater or less than those contained in the financial forecasts due to numerous risks and uncertainties, including but not limited to the important factors listed under “Risk Factors” in Symyx’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. All financial forecasts are forward-looking statements, and these and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified in Symyx’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

The inclusion of the financial forecasts herein should not be regarded as an indication that Symyx, Accelrys or any of their respective affiliates or representatives considered or consider the financial forecasts to be necessarily indicative of actual future events, and the financial forecasts should not be relied upon as such. Neither Symyx nor Accelrys intends to update or otherwise revise the financial forecasts to reflect circumstances existing or arising after the date such financial forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the financial forecasts are shown to be in error.

Board of Directors and Executive Officers of Accelrys After the Completion of the Merger

Upon completion of the Merger, the Accelrys board of directors will be composed of 10 members, including the six current directors of Accelrys and four of the current directors of Symyx.

The Merger Agreement provides that the parties will take all actions necessary to ensure that, as of immediately following the completion of the Merger, the Accelrys board of directors will consist of the following members in the following director classes, each to hold office from and after the completion of the Merger until his successor is duly elected and qualified or until his death, resignation or removal:

The term of the Class I directors will expire at the 2011 annual meeting of Accelrys’s stockholders. The term of the Class II directors will expire at the 2012 annual meeting of Accelrys’s stockholders. The term of the Class III directors will expire at the 2010 annual meeting of Accelrys’s stockholders. The current directors of Symyx set forth in the table above will be appointed to the Accelrys board of directors upon completion of the Merger and are not up for election at either the Accelrys special meeting or the Symyx special meeting to which this joint proxy statement/prospectus relates. In addition, in the event that the 2010 annual meeting of Accelrys stockholders occurs prior to the completion of the Merger, and therefore prior to the appointment of the current Symyx directors to the Accelrys board of directors, the terms to be served by Chris van Ingen and Bruce Pasternack will not expire until the 2013 annual meeting of Accelrys stockholders.

Of the six current directors of Accelrys who will continue to serve on the Accelrys board of directors following the completion of the Merger, five such individuals meet the independence standards of the SEC and the NASDAQ Stock Market LLC (“NASDAQ”) with respect to Accelrys, and only one of Accelrys’s directors, Mr. Carnecchia, is employed by Accelrys. The four current Symyx directors who will be appointed to the serve on the Accelrys board of directors following the completion of the Merger meet the independence standards of the SEC and NASDAQ with respect to Accelrys.

Accelrys and Symyx have agreed that, upon completion of the Merger, Accelrys’s current President and Chief Executive Officer, Mr. Carnecchia, will continue to serve as the President and Chief Executive Officer of the combined company, and the current Senior Vice President and Chief Financial Officer of Accelrys, Mr. Piraino, will continue to serve as the Senior Vice President and Chief Financial Officer of the combined company.

In considering the recommendation of the Accelrys board of directors to vote “FOR” the Accelrys Merger Proposals, Accelrys stockholders should be aware that certain members of the Accelrys board of directors and certain executive officers of Accelrys have interests in the Merger that may be in addition to, or different from, their interests as Accelrys stockholders. These interests may create the appearance of a conflict of interest. The Accelrys board of directors was aware of these potential conflicts of interest during its deliberations on the merits of the Merger and in making its decisions in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

As described above, each of the current members of the Accelrys board of directors will continue as a director of Accelrys following the completion of the Merger, and will hold office from and after the completion of the Merger until his successor is duly elected and qualified or until his death, resignation or removal.

Additionally, as described above, Accelrys’s current President and Chief Executive Officer, Mr. Carnecchia, will continue to serve as the President and Chief Executive Officer of Accelrys, and Accelrys’s current Senior Vice President and Chief Financial Officer, Mr. Piraino, will continue to serve as Senior Vice President and Chief Financial Officer of Accelrys, in each case following the completion of the Merger.

In considering the recommendation of the Symyx board of directors to vote “FOR” the Symyx Merger Proposal, Symyx stockholders should be aware that certain members of the Symyx board of directors and certain executive officers of Symyx have interests in the Merger that may be in addition to, or different from, their interests as Symyx stockholders. These interests may create the appearance of a conflict of interest. The Symyx board of directors was aware of these potential conflicts of interest during its deliberations on the merits of the Merger and in making its decisions in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

As described above, the Merger Agreement provides that Accelrys and Symyx will take all actions necessary to ensure that, after the completion of the Merger, the following current members of the Symyx board of directors will be appointed to the Accelrys board of directors: Steven Goldby, Timothy Harkness, Chris van Ingen and Bruce Pasternack. Each such director will hold office from and after his appointment to the Accelrys board of directors until his successor is duly elected and qualified or until his death, resignation or removal.

In connection with their appointment to the Accelrys board of directors, Messrs. Goldby, Harkness, van Ingen and Pasternack will each receive an annual retainer of $30,000 and a fee of $1,500 for each board meeting they attend. If appointed to any committees of the Accelrys board of directors, they will also receive $1,500 for each committee meeting they attend. In addition to the foregoing amounts, each such director may also receive grants of RSUs upon appointment to the Accelrys board of directors and for each year of service thereafter. While Accelrys does not have a formal policy regarding payments and equity grants to non-employee directors, the foregoing payments and equity grants are consistent with Accelrys’s standard practices.

The Merger Agreement provides that for a period of six years after the Merger is completed Accelrys will cause Symyx, as its wholly-owned subsidiary and the surviving corporation in the Merger, to indemnify each current or former director and officer of Symyx from liability to the fullest extent permitted by Delaware law. The Merger Agreement further provides that for a period of six years after the completion of the Merger, Accelrys and Symyx will maintain in place the existing policy of directors and officers liability insurance (or obtain a comparable replacement policy) in favor of the Symyx directors and officers who are covered as of the completion of the Merger under such existing policy. Such policy must cover acts or omissions occurring on or prior to the completion of the Merger and provide coverage in amounts no less favorable than in effect on the date of the Merger Agreement, except that Accelrys will not be required to incur annual premium expenses in excess of $848,000. If the annual premium payable exceeds $848,000, Accelrys will be obligated to obtain a policy providing the greatest coverage available at a cost not to exceed $848,000.

On April 4, 2010, in anticipation of the execution of the Merger Agreement, Accelrys entered into short-term employment arrangements that will become effective upon completion of the Merger with each of the following executive officers of Symyx: Isy Goldwasser, Rex Jackson, Richard Rosenthal and Charles Haley. Each of the employment agreements contains provisions relating to the services of and base salaries, bonuses, benefits and certain post-termination benefits for the applicable executives. The post-termination benefits provided for under the employment agreements are, in some cases, in addition to benefits otherwise available to the applicable executive under Symyx’s Executive Change in Control and Severance Benefit Plan (the “Symyx Severance Plan”). See the section entitled “The Employment Agreements with Certain Executive Officers of Symyx” beginning on page 105 for more information on the employment agreements with the Symyx executive officers.

The following table sets forth the payments to be made to the Symyx executive officers as base salary and bonuses under the employment agreements during the full term of the employment agreements:

In the event that an executive officer is terminated other than for cause during the term of his employment agreement, that executive officer will nonetheless be entitled to the receive a lump-sum payment equal to the remaining amount of his base salary and bonus (each as set forth above) that he would have otherwise been entitled to receive had his employment continued through the full term of the employment agreement.

Additionally, pursuant to the employment agreements each of the executive officers will be entitled to receive their pro-rata bonus earned from January 1, 2010 through the date on which the Merger is completed, which amounts are anticipated to be as set forth in the following table:

Finally, the employment agreements provide that the termination of employment of the executive officer will qualify as a “covered termination” of the executive officer, thereby entitling the executive officer to the payments to which they are entitled under the Symyx Severance Plan (as described below).

The following executive officers of Symyx are participants in the Symyx Severance Plan: Isy Goldwasser, Rex Jackson, Richard Rosenthal, Senior Vice President of Finance, Charles Haley and Trevor Heritage. The Symyx Severance Plan provides for the payment of certain benefits to plan participants, including the foregoing Symyx executive officers. Benefits are paid in exchange for an effective release of claims in the event of a constructive termination or involuntary termination without cause, in each case in connection with a change in control of Symyx, as specified in the Symyx Severance Plan. The severance benefits provided for under the Symyx Severance Plan include cash severance payments over the participant’s coverage period (which is nine months, in the case of a termination that is not a change in control termination, or 15 months, in the case of a change in control termination) equal to the participant’s monthly base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation) as in effect immediately before the termination event. Additionally, the Symyx Severance Plan provides for continued health benefit eligibility, premiums paid under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for continuation coverage (including coverage for the participant’s eligible dependents) through the participant’s coverage period and accelerated vesting and exercisability of the participant’s then-outstanding time-based equity awards for that number of shares that would have become vested and exercisable over the 24 months of service following the termination. In the event an executive officer is terminated in connection with the change in control of Symyx as a result of the Merger, such executive officer may be entitled to, among other things (including benefits provided by any new short-term employment agreement with Accelrys, if applicable), the foregoing payments and benefits under the Symyx Severance Plan.

The foregoing summary of the Symyx Severance Plan is qualified in its entirety by reference to the complete text of the Symyx Severance Plan, a copy of which has been included as Exhibit 10.39 to Symyx’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, which has been filed by Symyx with the SEC. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

The following table provides information on severance benefits that would become payable under the existing employment agreements between the applicable executives and Symyx and the Symyx Severance Plan if the employment of the following Symyx executive officers were to terminate upon completion of the Merger:

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805 (“ASC Topic 805”) requires the use of the acquisition method of accounting for business combinations. In applying the acquisition method, it is necessary to identify the acquirer and the acquiree for accounting purposes. In a business combination effected through an exchange of equity interests, there are several factors in ASC Topic 805 that must also be considered to determine the acquirer, including the relative voting rights in the combined entity, the existence of a large minority voting interest in the combined entity, the composition of the governing board of the combined entity, the composition of the senior management team of the combined entity and the terms of the exchange of equity interests. Accelrys and Symyx management have considered these factors and determined that Accelrys will be the acquirer of Symyx for accounting purposes in the event that the Merger is completed as contemplated by the Merger Agreement. The total purchase price will be allocated to the identifiable assets acquired, including specific identifiable intangible assets, and liabilities assumed from Symyx based on their fair values as of the date of the completion of the Merger. Any excess of the total purchase price over the estimated fair value will be allocated to goodwill. If the estimated fair value exceeds the total purchase price, this excess will be recognized as a benefit in earnings upon completion of the Merger and no goodwill will be recognized. Reports of financial condition and results of operations of the combined company issued after the completion of the Merger will reflect both Accelrys’s and Symyx’s balances and results after the completion of the Merger, but will not be restated retroactively to reflect the historical financial position or results of operations of Symyx. Following the completion of the Merger, the earnings of the combined company will reflect acquisition accounting adjustments (including, for example, additional amortization of identified intangibles).

All unaudited pro forma condensed combined financial statements contained in this joint proxy statement/prospectus were prepared using the acquisition method of accounting. The final purchase price will be determined at the completion of the Merger. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments.

In accordance with ASC Topic 805, Intangibles—Goodwill and Other, goodwill resulting from the business combination, if any, will not be amortized but instead will be tested for impairment at least annually (or more frequently if certain indicators are present). If management of Accelrys determines that the value of goodwill has

become impaired, Accelrys will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.

Accelrys and Symyx intend the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and have agreed not to take any action or cause any action to be taken which could reasonably be expected to prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code. For an additional description of the material U.S. federal income tax considerations of the Merger, see the section entitled, “Material United States Federal Income Tax Consequences of the Merger” beginning on page 82. It is a condition to the completion of the Merger that Accelrys obtain from its outside legal counsel, Paul Hastings, and Symyx obtain from its outside legal counsel, Cooley, an opinion that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until notifications have been given and information furnished to the FTC and to the Antitrust Division and the specified waiting period has been terminated or has expired. Accelrys and Symyx each filed notification and report forms under the HSR Act with the FTC and the Antitrust Division on April 12, 2010. As a result, the waiting period applicable to the Merger expired at 11:59 p.m., Eastern Time, on May 12, 2010.

At any time before or after the completion of the Merger, the FTC or the Antitrust Division could take any action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of Accelrys or Symyx. The Merger also is subject to review under state antitrust laws and could be the subject of challenges by states or private parties under applicable antitrust laws. Neither Accelrys nor Symyx is aware of any foreign antitrust filings or approvals of foreign government agencies that are required to complete the Merger.

Accelrys must also comply with applicable federal and state securities laws and the rules and regulations of the NASDAQ Global Market in connection with the issuance of shares of Accelrys common stock in the Merger and the filing of this joint proxy statement/prospectus with the SEC.

Restrictions on Sales of Shares of Accelrys Common Stock Received in the Merger

All shares of Accelrys common stock received by Symyx stockholders in connection with the Merger will be freely tradable, except that shares of Accelrys common stock received by Symyx stockholders who become affiliates of Accelrys for purposes of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act. Persons who may be deemed affiliates of Accelrys generally include individuals or entities that control, are controlled by or are under common control with Accelrys and may include officers and directors as well as principal stockholders of Accelrys. Each director of Symyx who will serve as a director of Accelrys following the completion of the Merger will be deemed an affiliate of Accelrys for purposes of Rule 144.

Under Delaware law, neither Accelrys stockholders nor Symyx stockholders are entitled to appraisal rights in connection with the Merger because Accelrys and Symyx are publicly-traded companies listed on the NASDAQ Global Market and NASDAQ Global Select Market, respectively.

NASDAQ Listing of Accelrys Common Stock; Delisting and Deregistration of Symyx Common Stock

Application will be made to NASDAQ to have the shares of Accelrys common stock issued in connection with the Merger approved for listing on the NASDAQ Global Market, where Accelrys common stock currently is traded under the symbol “ACCL”. If the Merger is completed, Symyx common stock will be delisted from the

NASDAQ Global Select Market and there will no longer be a trading market for such stock. In addition, Symyx common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Symyx will no longer file periodic reports with the SEC.

The following discussion summarizes the anticipated material U.S. federal income tax consequences of the Merger to Symyx stockholders who exchange their Symyx common stock for Accelrys common stock in connection with the Merger. This summary is based upon current provisions of the Code, existing Treasury Regulations promulgated thereunder and current administrative rulings and court decisions, all of which are subject to change and to differing interpretations, possibly with retroactive effect. Any change could alter the tax consequences to Accelrys, Symyx or Symyx stockholders, as described in this summary. This summary is not binding on the IRS and there can be no assurance that the IRS (or a court, in the event of an IRS challenge) will agree with the conclusions stated herein.

No attempt has been made to comment on all U.S. federal income tax consequences of the Merger that may be relevant to particular Symyx stockholders that are subject to special treatment under U.S. federal income tax laws, including, without limitation:

Accordingly, Symyx stockholders are advised and expected to consult their own tax advisors regarding the U.S. federal income tax consequences of the Merger in light of their personal circumstances and the consequences of the Merger under U.S. federal non-income tax laws and state, local and foreign tax laws.

As a condition to the completion of the Merger, Paul Hastings must render a tax opinion to Accelrys that the Merger will constitute a reorganization within the meaning of Section 368 of the Code, and Cooley must render a tax opinion to Symyx that the Merger will constitute a reorganization within the meaning of Section 368 of the Code. Neither Accelrys nor Symyx presently intends to waive these conditions. However, in the event that either Accelrys or Symyx does so, Accelrys and Symyx will resolicit the approval of their respective stockholders after providing appropriate disclosure if there is a material risk that the Merger may result in the recognition of gain by Accelrys, Merger Sub, Symyx or the Symyx stockholders.

The tax opinions discussed in this section will be conditioned upon certain assumptions stated in the tax opinions and will be based on the truth and accuracy, as of the completion of the Merger, of certain representations and other statements made by Accelrys and Symyx in letters delivered to their respective counsel. If any such representations or other statements made in such letters are inaccurate, or by the time of the completion of the Merger have become inaccurate, then the tax opinions may no longer be valid. In addition, no ruling from the IRS has been or will be requested in connection with the Merger. Symyx stockholders should be aware that the tax opinions discussed in this section will not be binding on the IRS or any court. The IRS could adopt a contrary position and a contrary position could be sustained by a court.

Assuming the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368 of the Code, the following material U.S. federal income tax consequences will result:

THE FOREGOING SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. IN ADDITION, THE SUMMARY DOES NOT ADDRESS TAX CONSEQUENCES THAT MAY VARY WITH, OR ARE CONTINGENT ON, INDIVIDUAL CIRCUMSTANCES. MOREOVER, THE SUMMARY DOES NOT ADDRESS ANY U.S. FEDERAL NON-INCOME TAX OR ANY FOREIGN, STATE OR LOCAL TAX CONSEQUENCES OF THE

MERGER, NOR ANY TAX CONSEQUENCES OF ANY TRANSACTION OTHER THAN THE MERGER. ACCORDINGLY, EACH SYMYX STOCKHOLDER IS STRONGLY URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX CONSEQUENCES OF THE MERGER TO SUCH SYMYX STOCKHOLDER.

The following is a summary of the material provisions of the Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference into this joint proxy statement/prospectus. This summary may not contain all of the information about the Merger Agreement that is important to you. You should refer to the full text of the Merger Agreement for details of the transaction and the terms and conditions of the Merger Agreement.

Additionally, the representations, warranties and covenants described in this section and contained in the Merger Agreement have been made only for the purpose of the Merger Agreement and, as such, are intended solely for the benefit of Accelrys, Merger Sub and Symyx. In many cases, these representations, warranties and covenants are subject to limitations agreed upon by the parties and are qualified by certain disclosures exchanged by the parties in connection with the execution of the Merger Agreement. Furthermore, many of the representations and warranties in the Merger Agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily reflect facts about Accelrys or Symyx, their respective subsidiaries and affiliates or any other party. Likewise, any references to materiality contained in the representations and warranties may not correspond to concepts of materiality applicable to investors or stockholders. Finally, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement or may change in the future and these changes may not be fully reflected in the public disclosures made by Accelrys and/or Symyx.

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, at the Effective Time, Merger Sub, a wholly-owned subsidiary of Accelrys, will merge with and into Symyx. Upon completion of the Merger, Symyx will continue as a wholly-owned subsidiary of Accelrys (the “Surviving Corporation”).

The completion of the Merger will take place no later than the second business day after the satisfaction or waiver of the conditions to the completion of the Merger contained in the Merger Agreement, other than the conditions which by their terms can be satisfied only as of the completion of the Merger. For a more complete discussion of the conditions to the completion of the Merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 96.

The Merger will be effective upon the later of (i) the date and time a certificate of merger is filed with the Secretary of State of the State of Delaware and (ii) such other date and time as may be specified in such certificate of merger. Because the completion of the Merger is subject to the satisfaction of other conditions, Accelrys and Symyx cannot predict the exact time at which the Merger will become effective.

Upon completion of the Merger, each share of then-outstanding Symyx common stock (other than shares of Symyx common stock held by Accelrys, Merger Sub, Symyx or any wholly-owned subsidiaries of Accelrys or Symyx, which will be cancelled upon completion of the Merger) will be automatically converted into the right to receive 0.7802 shares of Accelrys common stock. The Merger Agreement provides that the Exchange Ratio will be adjusted if, prior to the completion of the Merger, the outstanding shares of common stock of Accelrys or Symyx are changed into a different number or class of shares by reason of any stock split, division of shares, stock dividend, reverse stock split, consolidation of shares, reclassification or recapitalization or if a stock

dividend is declared by Accelrys or Symyx. However, the Exchange Ratio is not subject to any other adjustments, including any adjustments based on fluctuations in the stock prices of Accelrys or Symyx prior to the completion of the Merger.

No fractional shares of Accelrys common stock will be issued in connection with the Merger. Instead, each Symyx stockholder who would otherwise be entitled to receive a fraction of a share of Accelrys common stock (after aggregating all fractional shares of Accelrys common stock issuable to such stockholder) will be entitled to receive an amount in cash (rounded to the nearest whole cent), without interest, determined by multiplying the fraction of a share of Accelrys common stock that the Symyx stockholder would otherwise receive by the last reported sales price of a share of Accelrys common stock on the NASDAQ Global Market on the day on which the Merger is completed.

The Merger Agreement provides that, upon completion of the Merger, each Symyx stock option that is outstanding and unexercised immediately prior to the completion of the Merger, whether or not vested, will be converted into an option to purchase Accelrys common stock and Accelrys will assume such stock option in accordance with the terms of the applicable Symyx stock option plan and the terms of the contract evidencing such Symyx stock option. The number of shares of Accelrys common stock subject to each assumed Symyx stock option will be determined by multiplying the number of shares of Symyx common stock subject to the stock option immediately prior to the completion of the Merger by the Exchange Ratio and rounding down to the nearest whole number of shares of Accelrys common stock. The per share exercise price for shares of Accelrys common stock under each assumed Symyx stock option will be determined by dividing the exercise price for the Symyx common stock subject to the stock option immediately prior to the completion of the Merger by the Exchange Ratio and rounding up to the nearest whole cent. After adjusting the assumed stock options to reflect the application of the Exchange Ratio, all other terms of the assumed stock options, including the term, exercisability and vesting schedule, will remain unchanged, except that the Accelrys board of directors or a committee thereof will succeed to the authority and responsibility of the Symyx board of directors or any applicable committee thereof with respect to such stock options.

The Merger Agreement provides that Accelrys will file a registration statement on Form S-8 (if available for use by Accelrys) within 30 days after the completion of the Merger for the shares of Accelrys common stock issuable upon exercise of the assumed Symyx stock options.

The Merger Agreement provides that, promptly after the completion of the Merger, Accelrys’s exchange agent will mail to each Symyx stockholder a letter of transmittal and instructions for use in surrendering all shares of Symyx common stock, whether represented by stock certificates or by book entry method (shares of Symyx common stock represented by book entry method are referred to as “Book Entry Shares”). The Merger Agreement provides that, upon surrender to the exchange agent of a Symyx common stock certificate or Book Entry Share for exchange, together with a duly signed letter of transmittal and such other documents as the exchange agent or Accelrys may reasonably require, the holder of the Symyx stock certificate or Book Entry Share will be entitled to receive the following:

Each Symyx stock certificate and Book Entry Share so surrendered to the exchange agent will thereafter be cancelled.

Upon completion of the Merger, all holders of shares of Symyx common stock represented by stock certificates or by Book Entry Shares that were outstanding immediately prior to the completion of the Merger will cease to have any rights as stockholders of Symyx. In addition, no transfers of shares of Symyx common stock after the completion of the Merger will be registered on the stock transfer books of Symyx.

If any Symyx stock certificate has been lost, stolen or destroyed, Accelrys may, in its reasonable discretion and as a condition to the issuance of any certificate representing Accelrys common stock in exchange therefor, require the owner of such lost, stolen or destroyed certificate to deliver an affidavit certifying that such certificate has been lost, stolen or destroyed and an indemnification obligation against any claim that may be made with respect to such certificate against Accelrys, the Surviving Corporation or the exchange agent.

From and after the completion of the Merger, until it is surrendered and exchanged, each certificate that previously evidenced Symyx common stock and each Book Entry Share will be deemed to represent only the right to receive shares of Accelrys common stock and cash in lieu of any fractional share of Accelrys common stock in accordance with the terms of the Merger Agreement. Accelrys will not pay dividends or other distributions on any shares of Accelrys common stock to be issued in exchange for any unsurrendered Symyx common stock certificate or Book Entry Share until the Symyx common stock certificate or Book Entry Share is surrendered as provided in the Merger Agreement.

Stock certificates and Book Entry Shares should not be surrendered for exchange by Symyx stockholders prior to the completion of the Merger and should be sent only pursuant to instructions set forth in the letters of transmittal which the Merger Agreement provides will be mailed to Symyx stockholders promptly following the completion of the Merger. In all cases, the certificates representing shares of Accelrys common stock and cash in lieu of fractional shares will be delivered only in accordance with the procedures set forth in the letter of transmittal.

The Merger Agreement contemplates that, upon any demand by Accelrys following the first anniversary of the date on which the Merger became effective, the exchange agent will deliver to Accelrys any certificates representing Accelrys common stock and any deposited funds which have not been disbursed to holders of Symyx stock certificates or Book Entry Shares. Any holders of Symyx stock certificates or Book Entry Shares who have not surrendered such certificates or Book Entry Shares in compliance with the above-described procedures may thereafter look only to Accelrys for, and be entitled to receive from Accelrys, certificates representing shares of Accelrys common stock, cash in lieu of fractional shares and any dividends or distributions with respect to such Accelrys common stock to which they are entitled.

The Merger Agreement contains customary representations and warranties made by Symyx to Accelrys, and generally reciprocal representations and warranties made by Accelrys to Symyx. Specifically, the representations and warranties of each of Accelrys and Symyx in the Merger Agreement (many of which are qualified by concepts of knowledge, materiality and/or dollar thresholds and are further modified and limited by confidential disclosure schedules exchanged by Accelrys and Symyx) relate to the following subject matters, among other things:

The Merger Agreement contains additional representations and warranties of Accelrys, regarding, among other things, the due authorization of Accelrys common stock to be issued in connection with the Merger, the amendment of the Rights Agreement to exempt the transactions contemplated by the Merger Agreement and the formation of Merger Sub.

All representations and warranties of the parties expire and will be of no further force or effect as of the completion of the Merger.

Several of the representations, warranties, covenants, closing conditions and termination provisions contained in the Merger Agreement refer to the concept of a “Material Adverse Effect”.

For purposes of the Merger Agreement, a “Material Adverse Effect” means any effect, change, claim, event or circumstance that, individually or when taken together with all other effects, changes, claims, events or circumstances, is or would reasonably be expected to have a material adverse effect on:

Each of Accelrys and Symyx has undertaken customary covenants in the Merger Agreement relating to the conduct of its business prior to the completion of the Merger or the earlier termination of the Merger Agreement. In general, each of Accelrys and Symyx has agreed, among other things, to, and to cause its subsidiaries to (subject in some cases to exceptions specified in the Merger Agreement or set forth in the confidential disclosure schedules exchanged by Accelrys and Symyx):

Prior to the completion of the Merger or the earlier termination of the Merger Agreement, each of Symyx and Accelrys have agreed, with respect to itself and its subsidiaries, not to (unless consented to in writing by the other company), among other things (subject in some cases to exceptions specified in the Merger Agreement or set forth in the confidential disclosure schedules exchanged by Accelrys and Symyx):

Subject to certain exceptions described below, prior to the completion of the Merger or the earlier termination of the Merger Agreement, each of Accelrys and Symyx has agreed that it will not, and it will use commercially reasonable efforts to ensure that its subsidiaries and their respective directors, officers, employees, agents and other representatives do not, directly or indirectly:

An “Acquisition Proposal” means any third-party inquiry, indication of interest, request for non-public information, offer or proposal relating to or that would reasonably be expected to lead to any Acquisition Transaction.

An “Acquisition Transaction” with respect to Symyx or Accelrys, as the case may be, means any transaction or series of transactions (other than the transactions contemplated by the Merger Agreement) involving:

Prior to obtaining the requisite stockholder approval of the Accelrys Merger Proposals or Symyx Merger Proposal, as applicable, the restrictions set forth above do not prohibit either Accelrys or Symyx from furnishing information regarding itself and its subsidiaries to, or entering into discussions and negotiations with, any person if (i) it received a bona fide (and not subsequently withdrawn) Acquisition Proposal from such person that, after consultation with a nationally recognized financial advisor and outside legal counsel, its board of directors determines in good faith is, or would reasonably be expected to result in, a Superior Offer (as defined below), (ii) such Acquisition Proposal did not result from a breach of or actions inconsistent with the restrictions set forth above, (iii) its board of directors determines in good faith, after consultation with outside legal counsel, that failure to take action would reasonably be expected to result in a breach of its fiduciary duties under applicable laws, (iv) at least four business days prior to furnishing any information to, or entering into discussions with such person, it gives the other company written notice of the identity of the person making the Acquisition Proposal and enters into a confidentiality agreement with such person that is at least as favorable to the subject company as the confidentiality agreement between Accelrys and Symyx and (v) at least four business days prior to furnishing information to such person, it furnishes such information to the other company to the extent such information has not previously been furnished.

A “Superior Offer” with respect to either Accelrys or Symyx, as the case may be, means a bona fide written Acquisition Proposal relating to an Acquisition Transaction (except that all references to “15%” normally applicable to the definition of an Acquisition Transaction are replaced with references to “50%”) involving such party, that is determined by the board of directors of such party, in its good faith judgment and after consulting with a nationally recognized financial advisor and outside legal counsel, and after taking into account all legal, regulatory, financial and other aspects of the proposal, including the likelihood and anticipated timing of completion, to be more favorable from a financial point of view and based on long-term value to the stockholders of such party than the Merger.

In addition, within 24 hours after its receipt of any Acquisition Proposal, Accelrys or Symyx, as applicable, must provide to the other (i) oral and written notice of such Acquisition Proposal, the identity of the person submitting the Acquisition Proposal and the terms of the Acquisition Proposal and (ii) a copy of any written Acquisition Proposal and all written materials received by it in connection with the Acquisition Proposal. Accelrys or Symyx, as applicable, must also keep the other company reasonably informed of the status of any Acquisition Proposal or any material modifications related thereto and must provide notice to the other company with respect to any meetings of its board of directors at which an Acquisition Proposal is reasonably expected to be considered.

Further, Accelrys and Symyx each agreed not to effect or permit the release of any person from, or effect or permit the waiver of any provision of and to enforce at the request of the other company, any confidentiality, non-solicitation, “standstill” or similar contract to which Accelrys or Symyx, or their respective subsidiaries, is a

party or has any rights. Each of Accelrys and Symyx also agreed to terminate, and to cause its representatives to terminate, any discussions existing on the date of the Merger Agreement that related to an Acquisition Proposal with respect to such party.

Under the Merger Agreement, subject to the exceptions set forth below, (i) the Symyx board of directors has agreed to recommend that Symyx stockholders vote in favor of the Symyx Merger Proposal (the “Symyx Board Recommendation”) and (ii) the Accelrys board of directors has agreed to recommend that Accelrys stockholders vote in favor of the Accelrys Merger Proposals (the “Accelrys Board Recommendation”). Subject to the exceptions described below, the Merger Agreement provides that:

Each of the foregoing actions is referred to as a “Recommendation Change”.

Prior to obtaining the requisite stockholder approval of the Accelrys Merger Proposals or Symyx Merger Proposal, as applicable, the restrictions set forth above will not prohibit the Accelrys board of directors or Symyx board of directors, as the case may be, from effecting a Recommendation Change if:

Each of Accelrys and Symyx has agreed to take all action necessary to hold a meeting of its stockholders for the purpose of obtaining the required stockholder approval of the Accelrys Merger Proposals and the Symyx Merger Proposal, respectively, and not to submit any additional proposals beyond those contemplated by this joint proxy statement/prospectus for the consideration of the stockholders of Symyx or Accelrys. Each of Accelrys and Symyx has agreed that the Symyx special meeting will be held (on a date selected by Symyx in consultation with Accelrys) as promptly as practicable after this registration statement on Form S-4 is declared effective and the Accelrys special meeting will be held on the same date (or, with the agreement of Symyx and Accelrys, as promptly as practicable thereafter). Each party’s respective obligation to hold its stockholder meeting will not be affected by any Recommendation Change by its board of directors (unless such Recommendation Change leads to a termination of the Merger Agreement).

The Merger Agreement provides that, subject to certain conditions or contractual or legal requirements:

The Merger Agreement further provides that Accelrys shall recognize, and give credit to, all Continuing Symyx Employees for the years of continuous service with Symyx or its subsidiaries prior to the completion of the Merger for purposes of determining such employees’ eligibility, vesting and participation (but not for purposes of benefit accrual) in certain employee benefit plans of Accelrys. In addition, Accelrys will use commercially reasonable efforts to:

Nothing contained in the Merger Agreement creates or shall be construed to create a right in any Symyx employee to employment with Accelrys, the Surviving Corporation or any other subsidiary of Accelrys. In addition, no Symyx employee or Continuing Symyx Employee will be deemed to be a third-party beneficiary of the Merger Agreement, except for officers and directors of Symyx to the extent of their respective rights with respect to the maintenance of indemnification rights and directors’ and officers’ liability insurance coverage as described under the section entitled “The Merger Agreement—Indemnification and Insurance for Former Symyx Directors and Officers” beginning on page 95. No provision of the Merger Agreement will modify or amend any agreement, plan, program or document unless the Merger Agreement explicitly states that such agreement, plan, program or document will be so modified or amended. No Accelrys employee will be deemed to be a third-party beneficiary of the Merger Agreement.

The Merger Agreement provides that, for a period of six years from and after the completion of the Merger, the Surviving Corporation will:

Accelrys and Symyx have agreed to take all actions necessary to ensure that, as of immediately following the completion of the Merger, the Accelrys board of directors shall consist of the following members, each to be in the class identified below and to hold office from and after the completion of the Merger until the earliest of the appointment of his respective successor or his resignation or proper removal:

The Merger Agreement also provides that Accelrys and Symyx will take all actions necessary to ensure that Mr. Carnecchia will be the President and Chief Executive Officer of Accelrys and Mr. Piraino will be the Senior Vice President and Chief Financial Officer of Accelrys as of immediately following the completion of the Merger.

The obligations of each of Symyx and Accelrys to complete the Merger and the other transactions contemplated by the Merger Agreement are subject to the following conditions:

In addition, the obligation of Accelrys to complete the Merger and the other transactions contemplated by the Merger Agreement are subject to the condition that Symyx deliver to Accelrys a statement described in Section 1.1445-2(c)(3)(i) of the U.S. Treasury Regulations certifying that the interests in Symyx are not U.S. real property interests.

The Merger Agreement provides that, at any time prior to the completion of the Merger, either before or after the requisite stockholder approvals of the Accelrys Merger Proposals and Symyx Merger Proposal have been obtained, the Merger Agreement may be terminated:

The Merger Agreement provides that, subject to certain exceptions discussed below, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such expenses.

The Merger Agreement provides that Symyx must pay Accelrys a termination fee of $7.5 million if any of the following events occurs:

In addition, the Merger Agreement provides that Symyx will pay Accelrys’s expenses in connection with the Merger Agreement in the amount of $1 million if the Merger Agreement is terminated by Accelrys or Symyx under the provision of the Merger Agreement permitting termination in the event that the stockholders of Symyx voted not to approve the Symyx Merger Proposal, provided that any such payment of expenses would be credited against any subsequently due $7.5 million termination fee described above.

The Merger Agreement provides that Accelrys will pay Symyx a termination fee of $7.5 million if any of the following events occurs:

In addition, the Merger Agreement provides that Accelrys will pay Symyx’s expenses in connection with the Merger Agreement in the amount of $1 million if the Merger Agreement is terminated by Accelrys or Symyx under the provision of the Merger Agreement permitting termination in the event that the stockholders of Accelrys voted not to approve either or both of the Accelrys Merger Proposals, provided that any such payment of expenses would be credited against any subsequently due $7.5 million termination fee described above.

Finally, Accelrys and Symyx will share equally all fees and expenses, other than attorneys’ fees, incurred in connection with (i) the filing, printing and mailing of the registration statement on Form S-4 and this joint proxy statement/prospectus and (ii) the filing by the parties of any notice or other document under any applicable antitrust or competition legal requirement.

The Merger Agreement may be amended at any time, whether before or after the Accelrys special meeting or Symyx special meeting (in each case, regardless of the outcomes thereof), upon the approval of the respective board of directors of Accelrys and Symyx and execution by the parties of a written instrument. However, any amendment to the Merger Agreement following the approval of the Accelrys Merger Proposals or the Symyx Merger Proposal would require further approval of the stockholders of each applicable company under applicable law and NASDAQ rules and regulations.

The Merger Agreement is governed in all respects by the laws of the State of Delaware.

In connection with the execution and delivery of the Merger Agreement on April 5, 2010, Accelrys entered into an amendment to the Rights Agreement (the “Rights Amendment”). The following is a summary of the material provisions of the Rights Amendment and is qualified in its entirety by reference to the full text of the Rights Amendment, a copy of which is attached as Annex B to this joint proxy statement/prospectus.

On September 6, 2002, Accelrys entered into the Rights Agreement. Pursuant to the Rights Agreement, preferred stock purchase rights were granted as a dividend at a rate of one right for each share of Accelrys common stock outstanding on September 17, 2002 and each share of Accelrys common stock issued after such date. The Rights Agreement has the effect of making it difficult for third parties to acquire substantial amounts of Accelrys common stock without the consent of the Accelrys board of directors, as the preferred stock purchase rights become exercisable by the Accelrys stockholders upon the occurrence of certain events relating to a significant change in beneficial ownership of Accelrys.

On April 5, 2010, in connection with the execution and delivery of the Merger Agreement, Accelrys entered into the Rights Amendment. The Rights Amendment provides, among other things, that neither Symyx nor any of its stockholders or any of their respective affiliates or associates, either individually or in any combination, shall be deemed an “Acquiring Person” (as defined in the Rights Agreement) by virtue of, or as a result of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the execution and delivery of the voting agreements entered into by the directors and certain executive officers of Symyx in favor of Accelrys (see the section entitled “The Voting Agreements” beginning on page 102) or (iii) the performance or completion of the Merger or any of the other transactions contemplated by the Merger Agreement (the foregoing actions being referred to as the “Permitted Events”).

Additionally, the Rights Amendment provides that neither a Distribution Date nor a Stock Acquisition Date (each as defined in the Rights Agreement) shall be deemed to have occurred, and no separate Rights Certificates (as defined in the Rights Agreement) will be issued or issuable, by virtue of, or as the result of, any Permitted Event or, with respect to a Stock Acquisition Date, the public announcement of any Permitted Event. Except as expressly amended in the Rights Amendment, all other terms and conditions of the Rights Agreement shall remain in full force and effect.

The following is a summary of the material provisions of the voting agreements entered into by Symyx and the directors and certain executive officers of Accelrys, on one hand, and Accelrys and the directors and certain executive officers of Symyx, on the other hand, and is qualified in its entirety by reference to the full text of the forms of such voting agreements which are attached as Annexes C and D, respectively, to this joint proxy statement/prospectus and are incorporated by reference into this joint proxy statement/prospectus.

In connection with the execution and delivery of the Merger Agreement, on April 5, 2010, each of Mr. Max Carnecchia, Mr. Kenneth L. Coleman, Mr. Ricardo B. Levy, Mr. Jeffrey Rodek, Mr. Christopher J. Steffen, Mr. Larry Ferguson, Mr. Michael A. Piraino and Mr. David R. Mersten (the “Key Accelrys Stockholders”) entered into a voting agreement with Symyx (collectively, the “Accelrys Stockholder Voting Agreements”). Each of the Key Accelrys Stockholders is a director and/or executive officer of Accelrys. Approximately 50,328 shares, or 0.2%, of Accelrys common stock outstanding on the record date for the Accelrys special meeting are held by the Key Accelrys Stockholders and subject to the Accelrys Stockholder Voting Agreements.

Also, in connection with the execution and delivery of the Merger Agreement, on April 5, 2010, each of Mr. Isy Goldwasser, Mr. Chris van Ingen, Mr. Steven D. Goldby, Mr. Timothy Harkness, Mr. Bruce Pasternack, Mr. David Hill, Mr. G. Stephen DeCherney, Mr. Rex S. Jackson and Mr. Charles Haley (the “Key Symyx Stockholders”) entered into a voting agreement with Accelrys (collectively, the “Symyx Stockholder Voting Agreements”). Each of the Key Symyx Stockholders is a director and/or executive officer of Symyx. Approximately 279,054 shares, or 0.8%, of Symyx common stock outstanding on the record date for the Symyx special meeting are held by the Key Symyx Stockholders and subject to the Symyx Stockholder Voting Agreements.

Each of the Key Accelrys Stockholders has agreed to vote all shares of Accelrys common stock owned now or in the future, whether beneficially or of record, by such Key Accelrys Stockholder (the “Subject Accelrys Shares”) at any meeting of the stockholders of Accelrys, or at any adjournment or postponement thereof, and on every action by written consent taken by the stockholders of Accelrys:

In furtherance of the foregoing, pursuant to the Accelrys Stockholder Voting Agreements, each Key Accelrys Stockholder granted to Symyx an irrevocable proxy and irrevocably appointed Symyx and Mr. Goldwasser, Mr. Jackson and Mr. Haley, solely in their capacities as executive officers of Symyx, as their proxies to vote their respective Subject Accelrys Shares in accordance with the terms of the Accelrys Stockholder Voting Agreements.

The Key Accelrys Stockholders may vote their respective Subject Accelrys Shares on all other matters not referred to in the irrevocable proxy in any manner they deem appropriate, and proxies may not exercise the proxy with respect to such other matters. The irrevocable proxy is binding upon the heirs and assigns of the Key Accelrys Stockholders, including any transferee of any of the Subject Accelrys Shares.

In addition to the agreement to vote and irrevocable proxy, the Key Accelrys Stockholders have agreed to certain transfer restrictions for the Subject Accelrys Shares and for all other securities of Accelrys owned now or

in the future, whether beneficially or of record, by such Key Accelrys Stockholders. In particular, prior to the termination of the Accelrys Stockholder Voting Agreements, the Key Accelrys Stockholders may not directly or indirectly (i) sell, pledge, encumber, transfer or otherwise dispose of, or enter into any contract, option or other agreement with respect to the transfer of, the Subject Accelrys Shares or such other Accelrys securities or (ii) otherwise reduce their beneficial ownership of, interest in or risk relating to the Subject Accelrys Shares or such other Accelrys securities.

The foregoing requirements will not prohibit any of the Key Accelrys Stockholders from transferring their Subject Accelrys Shares to family members (either directly or via trusts established for their benefit) or upon the death of a Key Accelrys Stockholder. Any transferees will be required to agree in writing to the terms of the applicable Accelrys Stockholder Voting Agreement.

Pursuant to the Accelrys Stockholder Voting Agreements, each Key Accelrys Stockholder has agreed not to take any actions that Accelrys is prohibited from taking pursuant to the no-solicitation restrictions contained in the Merger Agreement (see the section entitled “The Merger Agreement—No Solicitations” beginning on page 91). Each Key Accelrys Stockholder further agreed to promptly notify Symyx of any development occurring prior to the termination of the Accelrys Stockholder Voting Agreements that causes any breach of any of the representations and warranties of such Key Accelrys Stockholder contained in the applicable Accelrys Stockholder Voting Agreement.

The Accelrys Stockholder Voting Agreements will terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) the completion of the Merger and (iii) the execution and delivery of any amendment to the Merger Agreement increasing the Exchange Ratio or otherwise materially and adversely affecting the Key Accelrys Stockholders.

Each of the Key Symyx Stockholders has agreed to vote all shares of Symyx common stock owned now or in the future, whether beneficially or of record, by such Key Symyx Stockholder (the “Subject Symyx Shares”) at any meeting of the stockholders of Symyx, or at any adjournment or postponement thereof, and on every action by written consent taken by the stockholders of Symyx:

In furtherance of the foregoing, pursuant to the Symyx Stockholder Voting Agreements, each Key Symyx Stockholder granted to Accelrys an irrevocable proxy and irrevocably appointed Accelrys and Mr. Carnecchia and Mr. Piraino, solely in their capacities as executive officers of Accelrys, as their proxies to vote their respective Subject Symyx Shares in accordance with the terms of the Symyx Stockholder Voting Agreements.

The Key Symyx Stockholders may vote their respective Subject Symyx Shares on all other matters not referred to in the irrevocable proxy in any manner they deem appropriate, and proxies may not exercise the proxy with respect to such other matters. The irrevocable proxy is binding upon the heirs and assigns of the Key Symyx Stockholders, including any transferee of any of the Subject Symyx Shares.

In addition to the agreement to vote and irrevocable proxy, the Key Symyx Stockholders have agreed to certain transfer restrictions for the Subject Symyx Shares and for all other securities of Symyx owned now or in the future, whether beneficially or of record, by such Key Symyx Stockholders. In particular, prior to the termination of the Symyx Stockholder Voting Agreements, the Key Symyx Stockholders may not directly or indirectly (i) sell, pledge, encumber, transfer or otherwise dispose of, or enter into any contract, option or other agreement with respect to the transfer of, the Subject Symyx Shares or such other Symyx securities or (ii) otherwise reduce their beneficial ownership of, interest in or risk relating to the Subject Symyx Shares or such other Symyx securities.

The foregoing requirements will not prohibit any of the Key Symyx Stockholders from transferring their Subject Symyx Shares to family members (either directly or via trusts established for their benefit) or upon the death of a Key Symyx Stockholder. Any transferees will be required to agree in writing to the terms of the applicable Symyx Stockholder Voting Agreement.

Pursuant to the Symyx Stockholder Voting Agreements, each Key Symyx Stockholder has agreed not to take any actions that Symyx is prohibited from taking pursuant to the no-solicitation restrictions contained in the Merger Agreement (see the section entitled “The Merger Agreement—No Solicitations” beginning on page 91). Each Key Symyx Stockholder further agreed to promptly notify Accelrys of any development occurring prior to the termination of the Symyx Stockholder Voting Agreements that causes any breach of any of the representations and warranties of such Key Symyx Stockholder contained in the applicable Symyx Stockholder Voting Agreement.

The Symyx Stockholder Voting Agreements will terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) the completion of the Merger and (iii) the execution and delivery of any amendment to the Merger Agreement decreasing the Exchange Ratio or otherwise materially and adversely affecting the Key Symyx Stockholders.

On April 4, 2010, Accelrys entered into short-term employment agreements that will become effective upon completion of the Merger with each of the following executive officers of Symyx: Isy Goldwasser, Rex Jackson, Richard Rosenthal and Charles Haley (each, an “Employment Agreement” and collectively, the “Employment Agreements”). The following is a summary of the material provisions of the Employment Agreements and is qualified in its entirety by reference to the full text of each Employment Agreement, copies of which are attached as Annexes E through H, to this joint proxy statement/prospectus and are incorporated by reference into this joint proxy statement/prospectus.

Pursuant to the terms of Mr. Goldwasser’s Employment Agreement, effective upon completion of the Merger, Mr. Goldwasser will resign as a member of the Symyx board of directors, from his position as Chief Executive Officer of Symyx and from all other offices which he currently holds. However, Mr. Goldwasser will remain employed by Symyx for a period of nine months after the completion of the Merger (the “Nine-Month Term”) to assist with the overall integration of the combined company, as well as with optimizing benefits of certain Symyx investments and divestitures, all as reasonably requested by the Chief Executive Officer of Accelrys. During the Nine-Month Term, Mr. Goldwasser will continue to receive a monthly base salary in an amount equal to one-twelfth (1/12) of his current base salary of $420,000, benefits and a guaranteed monthly bonus payable at the rate of 65% of his monthly base salary. Mr. Goldwasser’s Employment Agreement also provides that he will be eligible to receive a bonus pursuant to Symyx’s 2010 Executive Cash Incentive Plan, in an amount up to 65% of his current base salary, as determined in good faith by the Symyx board of directors and pro-rated for the period from January 1, 2010 through the completion of the Merger.

Mr. Goldwasser’s Employment Agreement further provides that if he is terminated without cause during the Nine-Month Term, he will be entitled to receive a lump-sum payment equal to his base salary plus his guaranteed monthly bonus from the date his employment is terminated through the end of the Nine-Month Term. Any stock options held by Mr. Goldwasser will be assumed by Accelrys in connection with the Merger and shall continue to vest during the Nine-Month Term. Following the Nine-Month Term, Mr. Goldwasser will be permitted to exercise any vested options during a period which shall be the greater of (i) 24 months from the completion of the Merger or (ii) 15 months from the date of termination of his employment, provided that any extended exercise period shall not exceed the term of any applicable stock option.

In addition to the benefits provided for under his Employment Agreement, as a participant in the Symyx Severance Plan, Mr. Goldwasser is also entitled to certain severance benefits and change in control payments upon termination of his employment in certain circumstances, and his employment during the Nine-Month Term will remain subject to the Symyx Severance Plan, as modified by his Employment Agreement to provide that any termination of employment will constitute a “covered termination” under the Symyx Severance Plan entitling Mr. Goldwasser to the severance benefits under the Symyx Severance Plan. For a detailed summary of the payments expected to be made to Mr. Goldwasser pursuant to his Employment Agreement and under the Symyx Severance Plan, see the section entitled “The Merger—Interests of Symyx Directors and Executive Officers in the Merger” beginning on page 76.

Pursuant to the terms of Mr. Jackson’s Employment Agreement, effective upon completion of the Merger, Mr. Jackson will resign from his position as Executive Vice President and Chief Financial Officer of Symyx and from all other offices which he currently holds. However, Mr. Jackson will remain employed by Symyx for a period of six months after the completion of the Merger (the “Six-Month Term”) to assist with overall integration, including achievement of annual net operating synergies, all as reasonably requested by the Chief Financial Officer of Accelrys. During the Six-Month Term, Mr. Jackson will continue to receive a monthly base

salary in an amount equal to one-twelfth (1/12) of his current base salary of $330,000 and benefits, and will be eligible to receive a monthly bonus payable at the rate of 65% of his monthly base salary if it is determined in good faith by the Accelrys board of directors that Mr. Jackson has provided the assistance contemplated by his Employment Agreement. Mr. Jackson’s Employment Agreement also provides that he will be eligible to receive a bonus pursuant to Symyx’s 2010 Executive Cash Incentive Plan, in an amount up to 65% of his current base salary, as determined in good faith by the Symyx board of directors and pro-rated for the period from January 1, 2010 through the completion of the Merger.

Mr. Jackson’s Employment Agreement further provides that if he is terminated without cause during the Six-Month Term, he will be entitled to receive a lump-sum payment equal to his base salary plus his monthly bonus from the date his employment is terminated through the end of the Six-Month Term. Any stock options held by Mr. Jackson will be assumed by Accelrys in connection with the Merger and shall continue to vest during the Six-Month Term. Following the Six-Month Term, Mr. Jackson will be permitted to exercise any vested options during a period which shall be the greater of (i) 21 months from the completion of the Merger or (ii) 15 months from the date of termination of his employment, provided that any extended exercise period shall not exceed the term of any applicable stock option.

In addition to the benefits provided for under his Employment Agreement, as a participant in the Symyx Severance Plan, Mr. Jackson is also entitled to certain severance benefits and change in control payments upon termination of his employment in certain circumstances and his employment during the Six-Month Term will remain subject to the Symyx Severance Plan, as modified by his Employment Agreement to provide that any termination of employment will constitute a “covered termination” under the Symyx Severance Plan entitling Mr. Jackson to the severance benefits under the Symyx Severance Plan. For a detailed summary of the payments expected to be made to Mr. Jackson pursuant to his Employment Agreement and under the Symyx Severance Plan, see the section entitled “The Merger—Interests of Symyx Directors and Executive Officers in the Merger” beginning on page 76.

Pursuant to the terms of their respective Employment Agreements, effective upon completion of the Merger, each of Mr. Rosenthal and Mr. Haley will resign from their respective positions as Senior Vice President of Finance and Senior Vice President and General Counsel of Symyx and from all other offices which they currently hold. However, both Mr. Rosenthal and Mr. Haley will remain employed by Symyx for the Six-Month Term to assist with overall integration and other tasks, all as reasonably requested by Accelrys. During the Six-Month Term, both Mr. Rosenthal and Mr. Haley will continue to receive their monthly base salaries in an amount equal to one-twelfth (1/12) of their current base salaries of $260,400 and $250,008, respectively, and benefits, and will be eligible to receive a monthly bonus payable at the rate of 40% of each of their respective monthly base salaries, if it is determined in good faith by the Accelrys board of directors that such executive officer has provided the assistance contemplated by his Employment Agreement. The Employment Agreements for each of Mr. Rosenthal and Mr. Haley also provide that they will be eligible to receive a bonus pursuant to Symyx’s 2010 Executive Cash Incentive Plan, in an amount up to 40% of their respective current base salaries, as determined in good faith by the Symyx board of directors, pro-rated for the period from January 1, 2010 through the completion of the Merger.

The respective Employment Agreements of Mr. Rosenthal and Mr. Haley further provide that if the executive is terminated without cause during the Six-Month Term, he will be entitled to receive a lump-sum payment equal to his base salary plus his monthly bonus from the date his employment is terminated through the end of the Six-Month Term in accordance with their terms. Any stock options held by Mr. Rosenthal and Mr. Haley will be assumed by Accelrys in connection with the Merger and shall continue to vest during the Six-Month Term.

In addition to the benefits provided for under their respective Employment Agreements, as participants in the Symyx Severance Plan, each of Mr. Rosenthal and Mr. Haley are entitled to certain severance benefits and

change in control payments upon termination of their employment in certain circumstances and their employment during the Six-Month Term will remain subject to the Symyx Severance Plan, as modified by their respective Employment Agreements to provide that any termination of employment will constitute a “covered termination” under the Symyx Severance Plan entitling the executive officer to the severance benefits under the Symyx Severance Plan. For a detailed summary of the payments expected to be made to Mr. Rosenthal and Mr. Haley pursuant to their respective Employment Agreements and under the Symyx Severance Plan, see the section entitled “The Merger—Interests of Symyx Directors and Executive Officers in the Merger” beginning on page 76.

In addition, Accelrys designs, develops, markets and supports software-based solutions that facilitate the discovery and development of new and improved products and processes in the pharmaceutical, biotechnology, energy, chemicals, aerospace and consumer packaged goods industries. Using Accelrys’s solutions, the customers of Accelrys can create and obtain real-time access to scientific data that enables them to make informed decisions which increase the probability of success of their chosen path. Accelrys’s software and services are intended to reduce its customers’ product development costs, shorten the time to market for their new product introductions and improve their business processes. The customers of Accelrys include leading commercial, government and academic organizations. Many of the largest pharmaceutical, biotechnology, chemicals, energy, aerospace and consumer packaged goods companies worldwide use Accelrys’s software. Accelrys markets its products and services worldwide, principally through its direct sales force, supplemented by the use of third-party distributors.

Symyx’s principal offices are located at 1263 East Arques Avenue, Sunnyvale, California 94085 and its telephone number is (408) 764-2000. Symyx’s principal website is www.symyx.com. Symyx common stock is listed on the NASDAQ Global Select Market and trades under the symbol “SMMX”. Additional information about Symyx and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

The Accelrys special meeting will be held on Wednesday, June 30, 2010, at 10:00 a.m., local time, at 10188 Telesis Court, Suite 100, San Diego, California 92121.

The Accelrys common stock is the only class of securities entitled to vote at the Accelrys special meeting. Each share of Accelrys common stock outstanding on the Accelrys record date entitles the holder thereof to one vote on each matter properly brought before the Accelrys special meeting, exercisable in person or by proxy through a properly executed and delivered proxy card.

In order to conduct the business described above at the Accelrys special meeting, Accelrys must have a quorum present. Stockholders who hold a majority of the Accelrys common stock outstanding as of the close of business on the record date for the Accelrys special meeting must be present either in person or by proxy in order to constitute a quorum to conduct business at the Accelrys special meeting. As of the Accelrys record date, there were 27,765,557 shares of Accelrys common stock outstanding and entitled to vote at the Accelrys special meeting. Accordingly, the presence, in person or by proxy, of the holders of 13,882,779 shares of Accelrys common stock will be required in order to establish a quorum.

The proposals being submitted for approval by the Accelrys stockholders at the Accelrys special meeting will be approved or rejected on the basis of certain specific voting thresholds. In particular:

Approval of the Share Issuance Proposal and the Certificate of Amendment Proposal is a required condition to the completion of the Merger. If either of these proposals is not approved by the holders of Accelrys common stock, the Merger will not be completed.

If an Accelrys stockholder does not submit a proxy card or vote at the Accelrys special meeting, such stockholder’s shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Accelrys special meeting, and will have no effect on the outcome of Accelrys Proposal Nos. 1 (Share Issuance Proposal) and 3 (adjournment to solicit additional proxies, if necessary). However, any of those actions will have the same effect as voting “AGAINST” Accelrys Proposal No. 2 (Certificate of Amendment Proposal).

If an Accelrys stockholder submits a proxy card and affirmatively elects to abstain from voting, that proxy will be counted as present for the purpose of determining the presence of a quorum for the Accelrys special meeting, but will not be voted at the Accelrys special meeting. As a result, such abstention will have the same effect as voting “AGAINST” Accelrys Proposal Nos. 1, 2 and 3.

If an Accelrys stockholder submits a proxy card without indicating how such stockholder wishes to vote, the shares of Accelrys common stock represented by that proxy will be counted as present for the purpose of determining the presence of a quorum for the Accelrys special meeting and all of such shares will be voted “FOR” Accelrys Proposal Nos. 1, 2 and 3.

In connection with the execution and delivery of the Merger Agreement, on April 5, 2010, the Key Accelrys Stockholders, including each director of Accelrys, the President and Chief Executive Officer, Senior Vice President and Chief Financial Officer and Senior Vice President and General Counsel of Accelrys, entered into the Accelrys Stockholder Voting Agreements pursuant to which each Key Accelrys Stockholder has agreed to vote his Subject Accelrys Shares in favor of the Share Issuance Proposal and the Certificate of Amendment Proposal. Each of the Key Accelrys Stockholders may vote his respective Subject Accelrys Shares on all other matters in any manner they deem appropriate. The Subject Accelrys Shares represented approximately 0.2% of Accelrys common stock outstanding on the record date for the Accelrys special meeting.

Giving a proxy means that an Accelrys stockholder authorizes the persons named in the enclosed proxy card to vote the stockholder’s shares at the Accelrys special meeting in the manner such stockholder directs. An Accelrys stockholder may vote by proxy or in person at the Accelrys special meeting. To vote by proxy, an Accelrys stockholder who is a registered holder (that is, such stockholder holds its stock in its own name) may submit a proxy by mail by completing and returning the proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

Every Accelrys stockholder’s vote is important. Accordingly, even if you are an Accelrys stockholder and plan to attend the Accelrys special meeting in person, Accelrys requests that you sign, date and return the enclosed proxy card. If you do attend the Accelrys special meeting and wish to vote in person, you may withdraw your proxy and vote in person. Proxies must be received by 11:59 p.m., Eastern Time, on June 29, 2010.

If your shares of Accelrys common stock are held in street name in a stock brokerage account or by another nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by your broker or other nominee. You may not vote shares of Accelrys common stock held in street name by returning a proxy card directly to Accelrys or by voting in person at the Accelrys special meeting unless you provide a “legal proxy,” which you must obtain from your broker or other nominee.

Brokers or other nominees who hold shares of Accelrys common stock in street name for a beneficial owner typically have the authority to vote in their discretion on “routine” proposals, even when they have not received instructions from beneficial owners. However, brokers or other nominees are not allowed to exercise their voting discretion on matters that are determined to be “non-routine” without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker or other nominee that are represented at the Accelrys special meeting, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker or other nominee does not have discretionary voting power on such proposal.

If you are an Accelrys stockholder and wish to change your vote with respect to any proposal, you may do so by revoking your proxy at any time prior to the commencement of voting with respect to that proposal at the Accelrys special meeting by:

If you are an Accelrys stockholder of record, revocation of your proxy or voting instructions by written notice must be received by 11:59 p.m., Eastern Time, on June 29, 2010, although you may also revoke your proxy by attending the Accelrys special meeting and voting in person. However, if your shares are held in street name by a broker or other nominee and you have instructed such broker or other nominee to vote your shares, you must follow directions received from your broker in order to change those voting instructions.

Accelrys and Symyx will generally share the cost and expense of preparing, filing, assembling, printing and mailing this joint proxy statement/prospectus, any amendments thereto, the proxy card and any additional

information furnished to Accelrys stockholders and Symyx stockholders, as well as any fees paid to the SEC. Accelrys and Symyx may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their costs of soliciting and obtaining proxies from beneficial owners, including the costs of reimbursing brokerage houses and other custodians, nominees and fiduciaries for their costs of forwarding this joint proxy statement/prospectus and other solicitation materials to beneficial owners. In addition, proxies may be solicited without extra compensation by directors, officers and employees of Accelrys and Symyx by mail, telephone, fax or other methods of communication. Accelrys has retained Laurel Hill to assist Accelrys in the solicitation of proxies from Accelrys stockholders in connection with the Accelrys special meeting. Laurel Hill will receive aggregate total fees estimated to be $8,500 as compensation for its services, plus reimbursement of out of pocket expenses. Accelrys has agreed to indemnify Laurel Hill against certain liabilities arising out of or in connection with its engagement. Symyx has retained MacKenzie Partners to assist Symyx in the solicitation of proxies from Symyx stockholders in connection with the Symyx special meeting. MacKenzie Partners will receive aggregate total fees estimated to be $25,000 as compensation for its services, plus reimbursement of out of pocket expenses. Symyx has agreed to indemnify MacKenzie Partners against certain liabilities arising out of or in connection with its engagement.

Delivery of Proxy Materials to Households Where Two or More Accelrys Stockholders Reside

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single joint proxy statement/prospectus addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost-savings for companies.

In connection with the Accelrys special meeting, a number of brokers with account holders who are Accelrys stockholders will be householding Accelrys’s proxy materials. As a result, a single joint proxy statement/prospectus will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the applicable stockholders. Once an Accelrys stockholder receives notice from its broker that they will be householding communications to such stockholder’s address, householding will continue until such stockholder is notified otherwise or until such stockholder revokes its consent. If, at any time, an Accelrys stockholder no longer wishes to participate in householding and would prefer to receive a separate joint proxy statement/prospectus, such stockholder should notify its broker or contact Accelrys’s Corporate Secretary (Attn: David R. Mersten, Accelrys, Inc., 10188 Telesis Court, Suite 100, San Diego, California 92121). Accelrys stockholders who currently receive multiple copies of this joint proxy statement/prospectus at their address and would like to request householding of their communications should contact their broker.

All Accelrys stockholders as of the Accelrys record date, or their duly appointed proxies, may attend the Accelrys special meeting. If you are a registered Accelrys stockholder (that is, if you hold your stock in your own name) and you wish to attend the Accelrys special meeting, please bring your proxy and evidence of your stock ownership, such as your most recent account statement, to the Accelrys special meeting. You should also bring valid picture identification.

If your shares are held in street name in a stock brokerage account or by another nominee and you wish to attend the Accelrys special meeting, you need to bring a copy of a brokerage or bank statement to the Accelrys special meeting reflecting your stock ownership as of the Accelrys record date. You should also bring valid picture identification.

Accelrys Proposal No. 1: Approval of the Issuance of Accelrys Common Stock in Connection with the Merger

If the Merger is completed, each share of Symyx common stock outstanding immediately before the Merger will be converted into the right to receive 0.7802 shares of Accelrys common stock, subject to adjustment for changes in the number of outstanding shares of Accelrys common stock or Symyx common stock by reason of stock splits, stock dividends or other similar transactions occurring prior to the completion of the Merger. Under the NASDAQ Marketplace Rules, a company listed on NASDAQ is required to obtain stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of another company if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before such issuance in connection with such proposed acquisition.

The aggregate number of shares of Accelrys common stock to be issued in connection with the Merger will exceed 20% of the shares of Accelrys common stock outstanding before such issuance. For this reason, Accelrys must obtain the approval of the Accelrys stockholders, in accordance with the NASDAQ Marketplace Rules, for the issuance of shares of Accelrys common stock to Symyx stockholders in connection with the Merger. Accordingly, Accelrys is asking its stockholders to approve the issuance of Accelrys common stock in connection with the Merger.

Approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority of the shares of Accelrys common stock present and entitled to vote either in person or by proxy at the Accelrys special meeting. A failure to submit a proxy card or vote at the Accelrys special meeting will result in your shares not being counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Accelrys special meeting, and will have no effect on the outcome of the Share Issuance Proposal. However, for purposes of this vote, an abstention will be counted as present for the purpose of determining a quorum, but will have the same effect as voting “AGAINST” the Share Issuance Proposal.

The Accelrys board of directors recommends a vote “FOR” the Share Issuance Proposal.

Accelrys Proposal No. 2: Approval of an Amendment to Accelrys’s Restated Certificate of Incorporation to Increase the Number of Shares of Common Stock Authorized for Issuance from 60,000,000 to 100,000,000

Accelrys does not presently have a sufficient number of authorized but unissued shares of Accelrys common stock to effect the issuance of Accelrys common stock contemplated by the Share Issuance Proposal. Accordingly, Accelrys is asking its stockholders to approve an amendment to the Accelrys restated certificate of incorporation to increase the number of shares of common stock authorized for issuance from 60,000,000 to 100,000,000. Other than the increase in the number of authorized shares of Accelrys common stock, the amendment does not modify the Accelrys restated certificate of incorporation. The amendment will become effective upon the filing of the amendment with the Secretary of State of the State of Delaware, which would occur immediately prior to the completion of the Merger. Annex K to this joint proxy statement/prospectus contains the form of the certificate of amendment to the Accelrys restated certificate of incorporation, which you are urged to read in its entirety.

Approval of the Certificate of Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of Accelrys common stock outstanding and entitled vote either in person or by proxy at the

Accelrys special meeting. For purposes of this vote, an abstention or a failure to submit a proxy card or vote at the Accelrys special meeting will have the same effect as voting “AGAINST” the Certificate of Amendment Proposal.

The Accelrys board of directors recommends a vote “FOR” the Certificate Amendment Proposal.

Accelrys Proposal No. 3: Approval of the Adjournment of the Accelrys Special Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes in Favor of the Accelrys Merger Proposals

Accelrys is asking its stockholders to vote on a proposal to approve the adjournment of the Accelrys special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Accelrys Merger Proposals.

Approval of the adjournment of the Accelrys special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Accelrys Merger Proposals requires the affirmative vote of the holders of a majority of the shares of Accelrys common stock present and entitled to vote either in person or by proxy at the Accelrys special meeting. A failure to submit a proxy card or vote will have no effect on the outcome of the vote for this proposal. For purposes of this vote, an abstention will have the same effect as a vote “AGAINST” such proposal.

The Accelrys board of directors recommends a vote “FOR” the adjournment of the Accelrys special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Accelrys Merger Proposals.

The following table sets forth information as of May 13, 2010, regarding the beneficial ownership of Accelrys common stock by (i) each person known by the Accelrys board of directors to own beneficially 5% or more of the outstanding shares of Accelrys common stock, (ii) each director of Accelrys, (iii) the Accelrys Named Executive Officers and (iv) all of Accelrys’s directors and executive officers as a group. Information with respect to beneficial ownership is based solely on a review of Accelrys’s capital stock transfer records and on publicly-available filings made with the SEC by or on behalf of the stockholders listed below. The address for all executive officers and directors set forth in the table below is c/o Accelrys, Inc., 10188 Telesis Court, Suite 100, San Diego, California, 92121.

Percentage of beneficial ownership is calculated in relation to the 27,765,557 shares of Accelrys common stock (net of treasury shares) that were outstanding as of May 13, 2010. Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, and includes shares of Accelrys common stock issuable pursuant to the exercise of stock options, warrants or other securities that are exercisable or convertible into shares of Accelrys common stock within 60 days of May 13, 2010. Unless otherwise indicated, the persons or entities identified in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Section 16(a) of the Exchange Act (“Section 16(a)”) requires Accelrys’s directors, executive officers and beneficial owners of more than 10% of any class of Accelrys securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Accelrys common stock and other equity securities. Officers, directors and 10% beneficial owners are required by SEC regulation to furnish Accelrys with copies of all Section 16(a) forms that they file.

To Accelrys’s knowledge, based solely on a review of the copies of such reports furnished to Accelrys and written representations that no other reports were required during the fiscal year ended March 31, 2010, all Section 16(a) filing requirements applicable to Accelrys’s officers, directors and 10% beneficial owners were complied with, other than one Form 4 which was filed late by each of Mr. Russo and Dr. Brown.

The proxy is solicited on behalf of the Symyx board of directors for use at the Special Meeting of Stockholders to be held on Wednesday, June 30, 2010, at 10:00 a.m. local time, or at any postponement or adjournment thereof, for the purposes described below and in the accompanying Notice of Special Meeting of Stockholders. The Symyx special meeting will be held at Symyx’s offices at 2440 Camino Ramon, Suite 300, San Ramon, California 94583. Symyx’s telephone number there is (925) 543-5400 and directions may be obtained on the Symyx website at www.symyx.com under “Contact” at “Locations”. You are invited to attend the Symyx special meeting to vote on the proposals described in this joint proxy statement/prospectus, but you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the proxy card, or follow the instructions below to submit your proxy by telephone or over the Internet.

The Symyx board of directors has determined and believes that the Merger is advisable and fair to, and in the best interests of, Symyx and its stockholders and has approved the Merger and the Merger Agreement. The Symyx board of directors recommends that Symyx stockholders vote “FOR” Symyx Proposal No. 1 to adopt the Merger Agreement.

The Symyx board of directors has determined and believes that the proposal to adjourn the Symyx special meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the Symyx Merger Proposal is advisable to, and in the best interests of, Symyx and its stockholders and has approved and adopted the proposal. Accordingly, the Symyx board of directors recommends that Symyx stockholders vote “FOR” Symyx Proposal No. 2 to adjourn the Symyx special meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the Symyx Merger Proposal.

Stockholders of record at the close of business on May 14, 2010 (the “Symyx Record Date”) are entitled to notice of and to vote at the Symyx special meeting. As of the Symyx Record Date, 35,018,127 shares of Symyx common stock were outstanding and entitled to vote.

Symyx’s transfer agent is Wells Fargo Bank, N.A. If, as of the Symyx Record Date, your shares were registered directly in your name with Symyx’s transfer agent, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Symyx special meeting or vote by proxy. Whether or not you plan to attend the meeting, Symyx urges you to fill out and return the proxy card or vote by proxy by telephone or over the Internet as instructed below to ensure your vote is counted.

If, on the Symyx Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, rather than in your name, then you are the beneficial owner of shares held in street name

and a voting instruction card is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Symyx special meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Symyx special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Symyx special meeting unless you request and obtain a valid proxy from your broker or other agent.

The proxy accompanying this joint proxy statement/prospectus is solicited on behalf of the Symyx board of directors for use at the Symyx special meeting. Each stockholder is entitled to one vote for each share of common stock held as of the Symyx Record Date. For each matter scheduled for a vote at the Symyx special meeting, you may vote “For” or “Against” or you may “Abstain” from voting. The procedures for voting are as follows.

If you are a stockholder of record, you may vote in person at the Symyx special meeting, vote by proxy by the telephone, vote by proxy over the Internet, or vote by completing and returning the enclosed proxy card. Whether or not you plan to attend the Symyx special meeting, Symyx urges you to vote by proxy to ensure that your vote is counted. You may still attend the Symyx special meeting and vote in person even if you have already voted by proxy.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card containing voting instructions from that organization rather than from Symyx. Simply follow the voting instructions in the voting instruction card to ensure your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. To vote in person at the Symyx special meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

Votes will be counted by the inspector of election appointed for the Symyx special meeting, who will separately count “For,” “Against,” “Abstain” and broker non-votes. A broker non-vote occurs when a nominee, such as a broker or bank, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to how to vote on that proposal from the beneficial owner. If a broker, bank, custodian, nominee or other record holder of Symyx common stock indicates on a proxy that it does not have discretionary authority to

vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted with respect to each of the proposals.

Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Symyx special meeting.

In connection with the execution and delivery of the Merger Agreement, on April 5, 2010, certain Key Symyx Stockholders, including each director of Symyx, the President and Chief Executive Officer, Chief Financial Officer and General Counsel of Symyx, entered into the Symyx Stockholder Voting Agreements pursuant to which each Key Symyx Stockholder has agreed, among other things, to vote his Subject Symyx Shares in favor of the Symyx Merger Proposal. Currently, the Key Symyx Stockholders own, whether beneficially or of record, shares of Symyx common stock representing approximately 0.8% of the total issued and outstanding Symyx common stock.

You may revoke any proxy given pursuant to this solicitation at any time before its use at the Symyx special meeting. If you are the record holder of your shares, you can revoke your proxy by delivering timely written notice to the Secretary of Symyx indicating you are revoking your proxy. You may contact the Secretary of Symyx in writing at 3100 Central Expressway, Santa Clara, California 95051. Alternatively, you may submit a duly executed proxy bearing a date later than your last executed proxy, you may grant a subsequent proxy by telephone or over the Internet or you may attend the Symyx special meeting and vote in person. Simply attending the Symyx special meeting will not, by itself, revoke your proxy. Your most current proxy card or telephone or Internet proxy is the one that will be counted. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank to revoke your proxy.

A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority of the outstanding shares entitled to vote must be present, in person or represented by proxy, at the Symyx special meeting in order to have the quorum required to transact business. On the Symyx Record Date, there were 35,018,127 shares outstanding and entitled to vote. Thus, the holders of 17,509,064 shares must be present, in person or represented by proxy, to have a quorum. If the shares present, in person and by proxy, at the Symyx special meeting do not constitute the required quorum, Symyx may adjourn the Symyx special meeting to a later date in order to obtain a quorum.

Approval of Symyx Proposal No. 1 requires the affirmative vote of the holders of a majority of the shares of Symyx common stock outstanding and entitled to vote on the Symyx Record Date. Approval of Symyx Proposal No. 2 requires the affirmative vote of holders of a majority of the shares present and entitled to vote either in person or by proxy at the Symyx special meeting. Abstentions will be counted as present for the purpose of determining the presence of a quorum, and will have the same effect as votes “against” Symyx Proposal Nos. 1 and 2. Broker non-votes will be counted as present for the purpose of determining the presence of a quorum, and will have the same effect as votes “against” Symyx Proposal No. 1, but will have no effect in determining whether Symyx Proposal No. 2 is approved.

Accelrys and Symyx will generally share the cost and expense of preparing, filing, assembling, printing and mailing this joint proxy statement/prospectus, and any amendments thereto, the proxy card and any additional

information furnished to Accelrys stockholders and Symyx stockholders, as well as any fees paid to the SEC. Accelrys and Symyx may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their costs of soliciting and obtaining proxies from beneficial owners, including the costs of reimbursing brokerage houses and other custodians, nominees and fiduciaries for their costs of forwarding this joint proxy statement/prospectus and other solicitation materials to beneficial owners. In addition, proxies may be solicited without extra compensation by directors, officers and employees of Accelrys and Symyx by mail, telephone, fax, or other methods of communication. Accelrys has retained Laurel Hill to assist Accelrys in the solicitation of proxies from Accelrys stockholders in connection with the Accelrys special meeting. Laurel Hill will receive aggregate total fees estimated to be $8,500 as compensation for its services, plus reimbursement of out of pocket expenses. Accelrys has agreed to indemnify Laurel Hill against certain liabilities arising out of or in connection with its engagement. Symyx has retained MacKenzie Partners to assist Symyx in the solicitation of proxies from Symyx stockholders in connection with the Symyx special meeting. MacKenzie Partners will receive aggregate total fees estimated to be $25,000 as compensation for its services, plus reimbursement of out of pocket expenses. Symyx has agreed to indemnify MacKenzie Partners against certain liabilities arising out of or in connection with its engagement.

As of the date of this joint proxy statement/prospectus, the Symyx board of directors does not know of any business to be presented at the Symyx special meeting other than as set forth in the notice accompanying this joint proxy statement/prospectus. If any other matters should properly come before the Symyx special meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

If the Merger is completed, Symyx will not have public stockholders and there will be no public participation in any future meeting of Symyx stockholders. However, if the Merger is not completed or if Symyx is otherwise required to do so under applicable law, Symyx will hold a 2010 Annual Meeting of its Stockholders.

Symyx has not adopted a formal process related to stockholder communications with the Symyx board of directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Symyx board of directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Symyx stockholders may communicate with the Symyx board of directors by submitting a letter to the attention of Chairman of the Board of Directors, c/o Symyx Technologies, Inc., 3100 Central Expressway, Santa Clara, California 95051.

Delivery of Proxy Materials to Households Where Two or More Symyx Stockholders Reside

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost-savings for companies.

In connection with the Symyx special meeting, a number of brokers with account holders who are Symyx stockholders will be householding Symyx’s proxy materials. As a result, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the applicable stockholders. Once a Symyx stockholder receives notice from its broker that they will be householding communications to such stockholder’s address, householding will continue until such stockholder is notified otherwise or until such stockholder revokes its consent. If, at any time, a Symyx stockholder no longer wishes to participate in householding and would prefer to receive a separate proxy statement, such stockholder should notify its broker or contact Symyx’s Corporate Secretary (Symyx Technologies, Inc., 3100 Central Expressway, Santa Clara, California 95051, Attn: Corporate Secretary, (408) 764-2000). Symyx stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their broker.

Symyx is asking its stockholders to vote on the adoption of the Merger Agreement (referred to elsewhere in this joint proxy statement/prospectus as the Symyx Merger Proposal). For a detailed discussion of the terms and conditions of the Merger, see the section entitled “The Merger Agreement” beginning on page 85. As discussed in the section entitled “The Merger—Recommendation of the Symyx Board of Directors and its Reasons for the Merger” beginning on page 56, the Symyx board of directors determined that the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and fair to, and in the best interests of, Symyx and its stockholders, and approved the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement.

Approval of the Symyx Merger Proposal requires the affirmative vote of the holders of a majority of the shares of Symyx common stock outstanding and entitled to vote either in person or by proxy at the Symyx special meeting.

Abstentions and broker non-votes will be counted as present for the purpose of determining the presence of a quorum and will have the same effect as votes “against” Symyx Proposal No. 1.

The Symyx board of directors unanimously recommends that the Symyx stockholders vote “FOR” Symyx Proposal No. 1 to adopt the Merger Agreement.

Symyx Proposal No. 2: Approval of the Adjournment of the Symyx Special Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes in Favor of the Symyx Merger Proposal

Symyx is asking its stockholders to vote on a proposal to approve the adjournment of the Symyx special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Symyx Merger Proposal. If necessary, Symyx may propose to adjourn the Symyx special meeting for a period of not more than 30 days for the purpose of soliciting additional proxies.

The affirmative vote of the holders of a majority of the shares of Symyx common stock present and entitled to vote either in person or by proxy at the Symyx special meeting is required for approval of Symyx Proposal No. 2.

Abstentions will be counted as present for the purpose of determining the presence of a quorum, and will have the same effect as votes “against” Symyx Proposal No. 2. Broker non-votes will be counted as present for the purposes of determining the presence of a quorum, but will have no effect in determining whether Symyx Proposal No. 2 is approved.

The Symyx board of directors unanimously recommends that the Symyx stockholders vote “FOR” Symyx Proposal No. 2 to adjourn the Symyx special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Symyx Merger Proposal.

The following table sets forth the beneficial ownership of Symyx common stock as of May 13, 2010, by (i) each person or entity who is known by Symyx to own beneficially more than 5% of the outstanding shares of Symyx common stock, (ii) each director of Symyx, (iii) each of Symyx’s named executive officers and (iv) all directors and executive officers of Symyx as a group. Unless otherwise indicated, the address of each listed stockholder is c/o Symyx Technologies, Inc., 3100 Central Expressway, Santa Clara, California 95051.

The unaudited pro forma condensed combined financial data is intended to show how the Merger might have affected historical financial statements if the Merger had been completed at an earlier time and was prepared based on the historical financial results reported by Accelrys and Symyx. The following should be read in connection with the audited and unaudited consolidated financial statements of Accelrys and Symyx, which are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

Although management of Accelrys and Symyx consider the Merger to be a “merger of equals,” the Merger will be accounted for as a business combination under the acquisition method of accounting, with Accelrys as the deemed accounting acquirer and Symyx as the deemed accounting acquiree. The unaudited pro forma condensed combined financial statements were prepared in accordance with the regulations of the SEC. The pro forma adjustments reflecting the completion of the Merger are based upon the acquisition method of accounting in accordance with GAAP, and upon the assumptions set forth in the notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined balance sheet as of December 31, 2009 combines the historical consolidated balance sheets of Accelrys as of December 31, 2009 and Symyx as of March 31, 2010. The unaudited pro forma condensed combined statements of operations for the nine months ended December 31, 2009 combine the historical consolidated statements of operations of Accelrys and Symyx for their respective nine months ended December 31, 2009. The unaudited pro forma condensed combined statements of operations for the year ended March 31, 2009 combine the historical consolidated statements of operations of Accelrys for the year ended March 31, 2009 and Symyx for the year ended December 31, 2008.

On March 1, 2010, Symyx completed the divestiture of its tools and small molecule operations from its HPR business to FreeSlate, Inc. (formerly HPR Global, Inc.). In addition, Symyx has wound down its contract research services operations from its HPR business. As a result of the divestiture and the wind down activities, Symyx has reclassified the HPR business as discontinued operations and has reclassified certain related royalty revenue to other income. The results of these reclassifications have been reflected in the historical consolidated statements of operations of Symyx for the nine months ended December 31, 2009 and the year ended December 31, 2008, and in the historical consolidated balance sheet of Symyx as of March 31, 2010.

The unaudited pro forma condensed combined financial data is presented for illustrative purposes only and is not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that actually would have been realized had the entities been combined during the periods presented. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the Merger. These financial statements also do not include any integration costs, dissynergies or estimated future transaction costs, except for fixed contractual transaction costs, that the companies may incur as a result of the Merger. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial statements, the preliminary acquisition-date fair value of the identifiable assets acquired and liabilities assumed reflected in the unaudited pro forma condensed combined financial statements is subject to adjustment and may vary significantly from the actual amounts that will be recorded upon completion of the Merger.

On April 5, 2010, Accelrys and Symyx entered into the Merger Agreement providing for the Merger of Symyx with and into Merger Sub. The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of Accelrys as of December 31, 2009 and Symyx as of March 31, 2010. The unaudited pro forma condensed combined statements of operations for the nine months ended December 31, 2009 combine the historical consolidated statements of operations of Accelrys and Symyx for their respective nine months ended December 31, 2009. The unaudited pro forma condensed combined statements of operations for the year ended March 31, 2009 combine the historical consolidated statements of operations of Accelrys and Symyx for the years ended March 31, 2009 and December 31, 2008, respectively.

On March 1, 2010, Symyx completed the divestiture of its tools and small molecule operations from its HPR business, to FreeSlate. In addition, Symyx has wound down its contract research services operations from its HPR business. As a result of the divestiture and the wind down activities, Symyx has reclassified the HPR business as discontinued operations and has reclassified certain related royalty revenue to other income. The results of these reclassifications have been reflected in the historical consolidated statements of operations of Symyx for the nine months ended December 31, 2009 and the year ended December 31, 2008, and in the historical consolidated balance sheet of Symyx as of March 31, 2010.

Certain executive officers of Symyx have entered into short-term employment agreements with Accelrys which will take effect upon the completion of the Merger. Cash payments related to any such new agreements have not been included in the unaudited pro forma combined financial statements as, due to the terms of the agreements, which range from six to nine months, they are not expected to have a continuing impact on the results of operations of the combined company. Pursuant to the new agreements, stock options for certain executive officers will be modified to extend the exercise term after termination of employment from 90 days to 15 months. The impact of this modification has been reflected in the unaudited pro forma combined balance sheet. See the section entitled “The Employment Agreements with Certain Executive Officers of Symyx” beginning on page 105.

Although management of Accelrys and Symyx consider the Merger to be a “merger of equals,” the Merger will be accounted for as a business combination under the acquisition method of accounting in accordance with ASC Topic 805, with Accelrys the deemed “accounting acquirer” and Symyx the deemed “accounting acquiree.” The pro forma adjustments are preliminary and based on management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the acquisition and certain other adjustments.

Accelrys determined volatility based on the historical stock price volatility over the most recent period equivalent to the expected life of the award. The risk-free rate is based on U.S. Treasury yields for notes with comparable terms as the awards in effect at the measurement date. Accelrys determined the estimated remaining expected life by considering the original estimated expected life for the option and the remaining service period and contractual life of the option as of December 31, 2009. The fair value of the portion of vested Symyx RSUs exchanged is included in the calculation of purchase consideration at a fair value equal to an unrestricted Accelrys share of common stock, which is $5.73. The fair value of the exchanged equity awards does not include Accelrys common stock issuable in respect of Symyx equity awards unvested as of December 31, 2009 that will not vest upon completion of the Merger.

The following table summarizes the estimated acquisition date fair value of the identifiable assets acquired and liabilities assumed, including an amount for recognized goodwill (in thousands):

Note 2: Pro Forma Adjustments (in thousands, except percentages and share data)

The goodwill arising from the Merger consists largely of the synergies expected from combining the operations of Accelrys and Symyx. The anticipated synergies primarily relate to redundant staffing and related internal support costs, redundant locations, redundant systems and IT costs, purchasing economies of scale and expanded revenue opportunities as well as an assembled workforce. Management of Accelrys and Symyx have not yet concluded on the reportable segments for the combined company and are therefore not able to provide goodwill by reportable segment. Once the Merger has been completed, the management of the combined company will make that determination pursuant to the requirements of ACS Topic 820 and the recognized goodwill will be assigned to the reportable segment(s) as appropriate.

The amount of acquired intangible assets will be finalized upon completion of the Merger and completion of an evaluation of the fair value of identifiable intangible assets acquired.

Accelrys and Symyx are both organized under the laws of the State of Delaware and, accordingly, the rights of holders of Accelrys common stock and Symyx common stock are currently, and will continue to be, governed by the DGCL. Any differences, therefore, in the rights of holders of Accelrys common stock and Symyx common stock arise primarily from differences in the companies’ respective certificates of incorporation and bylaws and from the Rights Agreement, as amended by the Rights Amendment. Upon completion of the Merger, holders of Symyx common stock will receive shares of Accelrys common stock in exchange for their shares of Symyx common stock. As a result, upon completion of the Merger, the rights of holders of Symyx common stock who become holders of Accelrys common stock in connection with the Merger will be governed by the DGCL, the Accelrys restated certificate of incorporation, as amended (the “Accelrys Certificate”), the Accelrys amended and restated bylaws (the “Accelrys Bylaws”) and the Rights Agreement, as amended by the Rights Amendment.

Certain Differences Between the Rights of Accelrys Stockholders and Symyx Stockholders

The following is a summary of the material differences between the current rights of Accelrys stockholders and the current rights of Symyx stockholders. Although Accelrys and Symyx believe that this summary covers the material differences between the two companies’ stockholder rights, this summary may not contain all of the information that is important to you. This summary is not intended to be a complete discussion of the respective rights of Accelrys stockholders and Symyx stockholders, and it is qualified in its entirety by reference to the DGCL and the various documents of Accelrys and Symyx referred to in this summary. In addition, the characterization of some of the differences in the rights of Accelrys stockholders and Symyx stockholders as material is not intended to indicate that other differences do not exist or are not important. Accelrys and Symyx urge you to carefully read this entire joint proxy statement/prospectus, the relevant provisions of the DGCL and the other documents referred to in this joint proxy statement/prospectus for a more complete understanding of the differences between the rights of an Accelrys stockholder and the rights of a Symyx stockholder. Accelrys and Symyx have filed with the SEC their respective documents referenced in this comparison of stockholder rights and will send copies of these documents to you, without charge, upon your request. See the section entitled “Where You Can Find Additional Information” beginning on page 142.

The validity of the shares of common stock offered hereby will be passed upon for Accelrys by Paul, Hastings, Janofsky & Walker LLP, San Diego, California. Certain federal income tax consequences of the Merger will be passed upon for Accelrys by Paul, Hastings, Janofsky & Walker LLP, San Diego, California, and for Symyx by Cooley LLP, Palo Alto, California.

The consolidated financial statements of Accelrys appearing in Accelrys’s Annual Report on Form 10-K for the year ended March 31, 2009 (including the schedule appearing therein), and the effectiveness of Accelrys’s internal control over financial reporting as of March 31, 2009, have been audited by Ernst & Young, an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports and schedule given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Symyx Technologies, Inc. appearing in Symyx’s Current Report (Form 8-K filed on May 4, 2010) for the year ended December 31, 2009, and the effectiveness of Symyx’s internal control over financial reporting as of December 31, 2009, appearing in Symyx’s Annual Report (Form 10-K), have been audited by Ernst & Young, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Accelrys intends to hold its 2010 Annual Meeting of Stockholders at a later date. Assuming the 2010 Annual Meeting of Accelrys Stockholders is held between July 28, 2010 and September 26, 2010, the deadline for submitting a stockholder proposal to be considered for inclusion in the proxy materials for the annual meeting has passed. However, if Accelrys’s 2010 Annual Meeting of Stockholders is held before July 28, 2010 or after September 26, 2010, the deadline for submitting a stockholder proposal to be considered for inclusion in the proxy materials for the meeting will be a reasonable amount of time prior to the date Accelrys posts its proxy statement and sends the Notice of Internet Availability for the 2010 Annual Meeting of Accelrys Stockholders. If you wish to nominate a director or submit any other proposal that you wish to have considered at the 2010 Annual Meeting of Accelrys Stockholders, but not described in proxy materials for the annual meeting, you must do so by no later than June 4, 2010 (unless the 2010 Annual Meeting of Accelrys Stockholders is held before July 28, 2010 or after September 26, 2010, in which case you must do so a reasonable amount of time prior to the date Accelrys posts its proxy statement and sends the Notice of Internet Availability for the 2010 Annual Meeting of Accelrys Stockholders). All Accelrys stockholder proposals must be submitted in writing to the Secretary of Accelrys (Attn: David R. Mersten, Accelrys, Inc., 10188 Telesis Court, Suite 100, San Diego, California 92121).

If the Merger is completed, Symyx does not expect to hold an annual meeting of its stockholders next year. In that case, stockholder proposals must be submitted to the Corporate Secretary of Accelrys in accordance with the procedure described above.

If the Merger is not completed, Symyx will hold a 2010 Annual Meeting of Stockholders. If a Symyx stockholder intends to present a proposal or nominate one or more directors at the 2010 Annual Meeting of Symyx Stockholders, or have a stockholder proposal included in Symyx’s proxy statement for Symyx’s 2010

Annual Meeting of Stockholders, the proposal or nomination must be in writing and must have been received by Symyx no later than December 30, 2009, provided that, if Symyx’s 2010 Annual Meeting of Stockholders is held after July 11, 2010, then the deadline is a reasonable amount of time prior to the date Symyx posts its proxy statement and sends the Notice of Internet Availability for the 2010 Annual Meeting of Symyx Stockholders. Stockholders are also advised to review Symyx’s Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.

Accelrys and Symyx file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of this information at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or 202-942-8090 for further information on the public reference room. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding issuers, including Accelrys and Symyx, who file electronically with the SEC. The reports and other information filed by Accelrys with the SEC are also available at Accelrys’s website. The address of the site is www.accelrys.com. The reports and other information filed by Symyx with the SEC are also available at Symyx’s website. The address of the site is www.symyx.com. The web addresses of the SEC, Accelrys and Symyx have been included as inactive textual references only. The information contained on those websites is specifically not incorporated by reference into this joint proxy statement/prospectus.

Accelrys has filed with the SEC a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. The registration statement registers the shares of Accelrys common stock to be issued to Symyx stockholders in connection with the Merger. The registration statement, including the attached exhibits and annexes, contains additional relevant information about the common stock of Accelrys and Symyx. The rules and regulations of the SEC allow Accelrys and Symyx to omit certain information included in the registration statement from this joint proxy statement/prospectus.

In addition, the SEC allows Accelrys and Symyx to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this joint proxy statement/prospectus, except for any information that is superseded by information included directly in this joint proxy statement/prospectus or incorporated by reference subsequent to the date of this joint proxy statement/prospectus as described below.

This joint proxy statement/prospectus incorporates by reference the documents listed below that Accelrys has previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules). They contain important information about Accelrys and its financial condition.

This joint proxy statement/prospectus also incorporates by reference the documents listed below that Symyx has previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules). They contain important information about Symyx and its financial condition.

To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC by Accelrys or Symyx, such information or exhibit is specifically not incorporated by reference.

In addition, Accelrys and Symyx incorporate by reference any future filings they may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this joint proxy statement/prospectus and before the date of the Accelrys special meeting and the Symyx special meeting (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Those documents are considered to be a part of this joint proxy statement/prospectus, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

You can obtain any of the other documents of Accelrys and Symyx listed above from the SEC, through the SEC’s website at the address described above, or from Accelrys and Symyx by requesting them in writing or by telephone from Accelrys at the following address:

You may also obtain documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from Laurel Hill, Accelrys’s proxy solicitor, or MacKenzie Partners, Symyx’s proxy solicitor, at the applicable address and telephone number listed below:

If you are a stockholder of Accelrys or Symyx and would like to request documents, please do so by 5:00 p.m., Pacific Time, on June 23, 2010 to receive them before the Accelrys special meeting or Symyx special meeting, as applicable.

These documents are available from Accelrys and Symyx, without charge, excluding any exhibits to them, unless the exhibit is specifically listed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part. You can also find information about Accelrys and Symyx at their websites at www.accelrys.com and www.symyx.com, respectively. Information contained on these websites is specifically not incorporated by reference into this joint proxy statement/prospectus.

This document is a prospectus of Accelrys and is a joint proxy statement of Accelrys and Symyx for the Accelrys special meeting and the Symyx special meeting. Neither Accelrys nor Symyx has authorized anyone to give any information or make any representation about the Merger or Accelrys or Symyx that is different from, or in addition to, the information or representations contained in this joint proxy statement/prospectus or in any of the materials that Accelrys or Symyx have incorporated by reference into this joint proxy statement/prospectus. Therefore, if anyone does give you information or representations of this sort, you should not rely on it or them. The information contained in this joint proxy statement/prospectus speaks only as of the date of this document unless the information specifically indicates that another date applies.

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of April 5, 2010, by and among: ACCELRYS, INC., a Delaware corporation (“Parent”); ALTO MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and SYMYX TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

A. Parent, Merger Sub and the Company intend to effect a merger of Merger Sub into the Company in accordance with this Agreement and the DGCL (the “Merger”). Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will become a wholly-owned subsidiary of Parent.

B. It is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Code.

C. The respective boards of directors of Parent, Merger Sub and the Company have approved this Agreement and the Merger.

D. In order to induce Parent to enter into this Agreement and cause the Merger to be consummated, certain stockholders of the Company are executing voting agreements in favor of Parent concurrently with the execution of this Agreement (the “Company Stockholder Voting Agreements”).

E. In order to induce the Company to enter into this Agreement and consummate the Merger, certain stockholders of Parent are executing voting agreements in favor of the Company concurrently with the execution of this Agreement (the “Parent Stockholder Voting Agreements”).

1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. By virtue of the Merger, at the Effective Time, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

1.2 Effects of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.

1.3 Closing; Effective Time. The consummation of the Merger (the “Closing”) shall take place at the offices of Cooley Godward Kronish LLP, 3175 Hanover Street, Palo Alto, California, on a date to be designated jointly by Parent and the Company, which shall be no later than the second business day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than the conditions, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions). The date on which the Closing actually takes place is referred to as the “Closing Date.” Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Company and concurrently with or as soon as practicable following the Closing shall be filed with the Secretary of State of the State of Delaware. The Merger shall become effective at the time of the filing of such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be designated jointly by Parent and the Company and specified in such certificate of merger (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

(a) The Certificate of Incorporation of the Surviving Corporation shall be amended and restated immediately after the Effective Time to read as set forth on Exhibit B;

(b) The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to read as set forth on Exhibit C; and

(c) The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

(a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

(i) any shares of Company Common Stock held by any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(ii) any shares of Company Common Stock held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(iii) except as provided in clauses “(i)” and “(ii)” above and subject to Sections 1.5(c) and 1.5(d), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.7802 of a share of Parent Common Stock (such number as may be adjusted in accordance with Section 1.5(b), the “Exchange Ratio”); and

(iv) each share of the Common Stock, $0.001 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

(b) If, during the period from the date of this Agreement through the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by the Company or Parent during such period, then the Exchange Ratio shall be adjusted to the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such action.

(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other Contract with the Company or under which the Company has any rights, then (except to the extent provided in any binding agreement between the Company and the holder thereof): (i) the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition; and (ii) the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. Prior to the Effective Time, the Company shall use commercially reasonable efforts to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract.

(d) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s Company Stock Certificate(s) (as defined in Section 1.6), or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on the NASDAQ Global Market on the Closing Date.

1.6 Closing of the Company’s Transfer Books. At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Book Entry Shares or of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive shares of Parent Common Stock as contemplated by Section 1.5, cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c); and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a “Company Stock Certificate”) or a Book Entry Share is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate or Book Entry Share shall be canceled and shall be exchanged as provided in Section 1.7.

(a) On or prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”). Promptly after the Effective Time, Parent shall cause to be deposited with the Exchange Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to Section 1.5; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the “Exchange Fund.”

(b) Promptly after the Effective Time, the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent: (A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c)); and (B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7(b), each Company Stock Certificate and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right

to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and indemnification obligation against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate.

(c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Share in accordance with this Section 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest).

(d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock.

(e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld and timely paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

(f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other Legal Requirement.

1.8 Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

1.9 Further Action. If, at any time after the Effective Time, any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and to all rights and property of Merger Sub and the Company, the officers and directors of the Surviving Corporation and Parent shall be fully authorized (in the name of Merger Sub, in the name of the Company and otherwise) to take such action.

The Company represents and warrants to Parent and Merger Sub as follows (it being understood that each representation and warranty contained in this Section 2 is subject to: (a) the exceptions and disclosures set forth in the part or subpart of the Company Disclosure Schedule corresponding to the particular Section or subsection

in this Section 2 in which such representation and warranty appears; and (b) any exception or disclosure set forth in any other part or subpart of the Company Disclosure Schedule to the extent it is reasonably apparent from the wording of such exception or disclosure that such exception or disclosure is intended to qualify such representation and warranty):

(a) Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of the Entities identified in Exhibit 21 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in said Exhibit 21 and the other Entities identified in Part 2.1(a) of the Company Disclosure Schedule. No Symyx Corporation has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.

(b) Each of the Symyx Corporations is a corporation duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound.

(c) Each of the Symyx Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Company Material Adverse Effect.

2.2 Certificate of Incorporation and Bylaws. The Company has delivered or Made Available to Parent accurate and complete copies of the certificate of incorporation, bylaws, memorandum of association and articles of association or equivalent governing documents of each of the Symyx Corporations, including all amendments thereto. The Company has delivered or Made Available to Parent accurate and complete copies of: (a) the charters of all committees of the Company Board; and (b) any code of conduct, corporate governance policies or principles, related party transaction policy, stock ownership guidelines, whistleblower policy, disclosure committee charter or similar codes, policies, or guidelines adopted by any of the Symyx Corporations or by the board of directors, or any committee of the board of directors, of any of the Symyx Corporations.

(a) The authorized capital stock of the Company consists of: (i) 60,000,000 shares of Company Common Stock, of which 34,791,879 shares have been issued and are outstanding as of the date of this Agreement; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Symyx Corporations (other than the Company) holds any shares of Company Common Stock or any rights to acquire shares of Company Common Stock.

(b) Except as set forth in Part 2.3(b) of the Company Disclosure Schedule: (i) none of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of

Company Common Stock. None of the Symyx Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock or other securities, except for the Company’s right to repurchase or reacquire restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment or upon any other forfeiture of a vesting condition.

(c) As of the date of this Agreement: (i) 3,655,668 shares of Company Common Stock are subject to issuance pursuant to Company Options; (ii) 1,879,110 shares of Company Common Stock are reserved for future issuance pursuant to the 1999 Employee Stock Purchase Plan (the “Company ESPP”); (iii) 300,675 shares of Company Common Stock are reserved for future issuance pursuant to Company RSUs; and (iv) 6,039,772 shares of Company Common Stock are reserved for future issuance pursuant to Company Equity Awards not yet granted under the Company Option Plans.

(d) The Company has Made Available to Parent a complete and accurate list that sets forth with respect to each Company Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name of the holder of such Company Equity Award; (iii) the type of Company Equity Award (whether a Company Option, a Company RSU, or another type of Company Equity Award); (iv) the number of shares of Company Common Stock subject to such Company Equity Award; (v) the per share exercise price (if any) of such Company Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Company Equity Award is vested and exercisable, if applicable; (vii) the date on which such Company Equity Award was granted; (viii) the date on which such Company Equity Award expires (if applicable); (ix) if such Company Equity Award is a Company Option, whether such Company Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Company Equity Award is in the form of Company RSUs, the dates on which shares of Company Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. The Company has Made Available to Parent accurate and complete copies of all equity plans pursuant to which any outstanding Company Equity Awards were granted by the Company, and the forms of all agreements evidencing such Company Equity Awards. The exercise price of each Company Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents (as defined in Section 2.4(a)) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Symyx Corporations. Each Company Equity Award was granted in accordance with the terms of the Company Employee Plan applicable thereto.

(e) Except as set forth in Sections 2.3(a) and 2.3(c), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Symyx Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Symyx Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Symyx Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Symyx Corporations.

(f) All outstanding shares of Company Common Stock, and all Company Equity Awards and other securities of the Symyx Corporations, have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts.

(g) All of the outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Company, free and clear of any Encumbrances.

(a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

(b) The Company maintains, and at all times since January 1, 2008 has maintained, disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Symyx Corporations required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company has delivered or Made Available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is, and has been at all times since January 1, 2008, in compliance in all material respects with the applicable listing requirements of the NASDAQ Global Market, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market.

(c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which were or will be material); and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Symyx Corporations are required by GAAP to be included in the consolidated financial statements of the Company.

(d) The Company’s auditor has at all times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act);

(ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Symyx Corporations that were required to be approved in accordance with Section 202 of the Sarbanes-Oxley Act were so approved.

(e) The Company maintains, and at all times since January 1, 2008 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Symyx Corporations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Symyx Corporations that could have a material effect on the financial statements. The Company has delivered or Made Available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the fiscal years ended December 31, 2008 and December 31, 2009, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2008 and December 31, 2009, respectively. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since January 1, 2008, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Symyx Corporations; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.

(f) Part 2.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Symyx Corporations since January 1, 2008. None of the Symyx Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the future.

2.5 Absence of Changes. Except as set forth in Part 2.5 of the Company Disclosure Schedule, since December 31, 2009 through the date of this Agreement:

(a) there has not been any Company Material Adverse Effect, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would reasonably be expected to result in a Company Material Adverse Effect;

(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of any of the Symyx Corporations (whether or not covered by insurance);

(c) none of the Symyx Corporations has: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; or (ii) repurchased, redeemed or otherwise

reacquired any shares of capital stock or other securities (other than repurchase of restricted Company Common Stock in connection with termination of employment of the previous holder of such Company Common Stock that were made in the ordinary course of business and consistent with past practices);

(d) none of the Symyx Corporations has sold, issued or granted, or authorized the issuance of: (i) any capital stock or other security (except for Company Common Stock issued upon the valid exercise of outstanding Company Options or Company RSUs); (ii) any option, warrant or right to acquire any capital stock or any other security (except for Company Options and Company RSUs identified in Part 2.5(d) of the Company Disclosure Schedule); or (iii) any instrument convertible into or exchangeable for any capital stock or other security;

(e) the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under: (i) any provision of any of the Company Option Plans; or (ii) any provision of any Contract evidencing any outstanding Company Equity Award;

(f) there has been no amendment to the certificate of incorporation or bylaws of the Company, and none of the Symyx Corporations has effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(g) the Symyx Corporations have not made any capital expenditures that in the aggregate exceeded $1,000,000;

(h) none of the Symyx Corporations has written off as uncollectible, or established any extraordinary reserve with respect to, any material account receivable or other material indebtedness;

(i) none of the Symyx Corporations has: (i) lent money to any Person (other than routine travel advances made to employees in the ordinary course of business); or (ii) incurred or guaranteed any indebtedness for borrowed money;

(j) none of the Symyx Corporations has: (i) adopted, established or entered into any Company Employee Plan or Company Employee Agreement; (ii) caused or permitted any Company Employee Plan or Company Employee Agreement to be amended in any material respect; or (iii) materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to any of its directors, officers or other employees;

(k) none of the Symyx Corporations has changed any of its methods of accounting or accounting practices in any material respect except as required by concurrent changes in GAAP or SEC rules and regulations;

(m) none of the Symyx Corporations has commenced or settled any Legal Proceeding;

(n) none of the Symyx Corporations has entered into any material transaction or taken any other material action other than in the ordinary course of business and consistent with past practices; and

(o) none of the Symyx Corporations has agreed or committed to take any of the actions referred to in clauses “(c)” through “(n)” above.

2.6 Title to Assets. The Symyx Corporations own, and have good and valid title to, all assets purported to be owned by them, including: (a) all assets reflected on the Company Audited Balance Sheet (except for

inventory sold or otherwise disposed of in the ordinary course of business since the date of the Company Audited Balance Sheet); and (b) all other assets reflected in the books and records of the Symyx Corporations as being owned by the Symyx Corporations. All of said assets are owned by the Symyx Corporations free and clear of any Encumbrances, except for: (i) any liens for current Taxes not yet due and payable; (ii) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Symyx Corporations; and (iii) liens described in Part 2.6 of the Company Disclosure Schedule. The Symyx Corporations are the lessees of, and hold valid leasehold interests in, all assets purported to have been leased by them, including: (A) all assets reflected as leased on the Company Audited Balance Sheet; and (B) all other assets reflected in the books and records of the Symyx Corporations as being leased to the Symyx Corporations, and the Symyx Corporations enjoy undisturbed possession of such leased assets.

(a) Part 2.7(a) of the Company Disclosure Schedule contains an accurate and complete list as of the date of this Agreement of all outstanding loans and advances made by any of the Symyx Corporations to any Company Associate, other than routine travel advances made to directors or officers or other employees in the ordinary course of business.

(b) Part 2.7(b) of the Company Disclosure Schedule accurately identifies Symyx Corporations’ top 25 customers in each of the fiscal years ended in December 31, 2008 and December 31, 2009 based on the revenues received by Symyx Corporations in these years (excluding revenues received from customers that are solely customers of the HPR Business). The Company has not received any notice or other communication, and has not received any other information, indicating that any customer or other Person identified or required to be identified in Part 2.7(b) of the Company Disclosure Schedule may cease dealing with or materially reduce its orders from any of the Symyx Corporations.

(a) All material items of equipment and other tangible assets owned by or leased to the Symyx Corporations (except for the assets related solely to the HPR Business) are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the businesses of the Symyx Corporations in the manner in which such businesses are currently being conducted.

(b) Except as set forth in Part 2.8(b) of the Disclosure Schedule, no Symyx Corporation owns any real property.

(c) Part 2.8(c) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the Symyx Corporations leases real property from any other Person. All real property leased to the Symyx Corporations pursuant to the real property leases identified or required to be identified in Part 2.8(c) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the Symyx Corporations, is referred to as the “Symyx Leased Real Property.” To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Symyx Leased Real Property. Part 2.8(c) of the Company Disclosure Schedule contains an accurate and complete list of all subleases, occupancy agreements and other Company Contracts granting to any Person (other than any Symyx Corporation) a right of use or occupancy of any of the Symyx Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.8(c) of the Company Disclosure Schedule, there is no Person in possession of any Symyx Leased Real Property other than a Symyx Corporation. Since January 1, 2008, none of the Symyx Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any Symyx Leased Real Property which has not been fully remedied and withdrawn.

(i) in Part 2.9(a)(i) of the Company Disclosure Schedule: (A) each material item of Registered IP in which any of the Symyx Corporations has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise) and that is either: (1) bundled, included, used in, licensed or distributed with any Active Company Product or Active Company Product Software or part of any Active Company Product or Active Company Product Software; or (2) used to manufacture, develop, support, maintain or test any Active Company Product or Active Company Product Software and is not generally available on standard terms (the “Symyx Material Registered IP”); (B) the jurisdiction in which such Symyx Material Registered IP has been registered or filed and the applicable registration or serial number; and (C) any other Person that has an ownership interest in such item of Symyx Material Registered IP and the nature of such ownership interest; and

(ii) in Part 2.9(a)(ii) of the Company Disclosure Schedule: (A) each Contract pursuant to which any material Intellectual Property Rights or material Intellectual Property is licensed to any Symyx Corporation (other than software license agreements for any third-party non-customized software that is generally available to the public at a cost of less than $100,000 and that is not contained or included in or provided with any Active Company Product (collectively, “Company Non-Customized Software Licenses”); and (B) whether these licenses are exclusive or nonexclusive (for purposes of this Agreement, a covenant not to sue or not to assert infringement claims shall be deemed to be equivalent to a license).

(b) The Company has delivered or Made Available to Parent an accurate and complete copy of each standard form of the following documents and Contracts used by any Symyx Corporation at any time since January 1, 2008: (i) terms and conditions with respect to the distribution, sale, lease, license or provisioning of any Active Company Product or Active Company Product Software; (ii) Company Employee Agreement or similar Contract containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision (except for Intellectual Property, Intellectual Property Rights or confidentiality provisions which are solely related to the HPR Business); or (iii) consulting or independent contractor agreement or similar Contract containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision (except for Intellectual Property, Intellectual Property Rights or confidentiality provisions which are solely related to the HPR Business).

(c) The Symyx Corporations exclusively own all right, title and interest to and in the Company IP (other than Intellectual Property Rights or Intellectual Property licensed to the Company, as identified in Part 2.9(a)(ii) of the Company Disclosure Schedule or pursuant to Company Non-Customized Software Licenses) free and clear of any Encumbrances (other than non-exclusive licenses granted by any Symyx Corporation in connection with the sale or license of Company Products in the ordinary course of business). Without limiting the generality of the foregoing:

(i) all documents and instruments necessary to perfect the rights of the Symyx Corporations in the Company IP that is Symyx Material Registered IP have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Body;

(ii) no Company Associate has any claim, right (whether or not currently exercisable) or interest to or in any Company IP and each Company Associate who is or was involved in the creation or development of any Company IP has signed a valid, enforceable agreement containing an assignment of Intellectual Property Rights to the Symyx Corporations and confidentiality provisions protecting the Company IP;

(iii) no funding, facilities or personnel of any Governmental Body or any university, college, research institute or other educational institution have been or are being, or are expected to be, used, directly or indirectly, to develop or create, in whole or in part, any Company IP, Active Company Product or Active Company Product Software;

(iv) each Symyx Corporation has taken sufficient reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by any of the Symyx Corporations, or purported to be held by any of the Symyx Corporations, as a trade secret;

(v) none of the Symyx Corporations is now or has ever been a member or promoter of, or a contributor to, any industry standards body or any similar organization that would reasonably be expected to require or obligate any of the Symyx Corporations to grant or offer to any other Person any license or right to any Company IP; and

(vi) the Symyx Corporations own or otherwise have, and after the Effective Time the Surviving Corporation will continue to have, all Intellectual Property Rights needed to conduct the business of the Symyx Corporations as conducted as of the date of this Agreement and as currently planned by the Company to be conducted.

(d) All Company IP that is material to the business of any of the Symyx Corporations is valid, subsisting and enforceable.

(e) Neither the execution, delivery or performance of this Agreement nor the consummation of any of the Contemplated Transactions will, or would reasonably be expected to, with or without notice or the lapse of time, result in or give any other Person the right or option to cause, create, impose or declare: (i) a loss of, or Encumbrance on, any Company IP; or (ii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Company IP.

(f) To the knowledge of the Company, no Person has infringed, misappropriated or otherwise violated, and no Person is infringing, misappropriating or otherwise violating, any Company IP. Part 2.9(f) of the Company Disclosure Schedule: (i) accurately identifies (and the Company has provided to Parent an accurate and complete copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to any of the Symyx Corporations or any Representative of any of the Symyx Corporations since January 1, 2008 regarding any actual, alleged or suspected infringement or misappropriation of any Company IP; and (ii) provides a brief description of the current status of the matter referred to in such letter, communication or correspondence.

(g) None of the Symyx Corporations and none of the Company IP, Company Products or Company Product Software has ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated any Intellectual Property Right of any other Person.

(h) No infringement, misappropriation or similar claim or Legal Proceeding is or, since January 1, 2008, has been pending and served or, to the knowledge of the Company, pending and not served or threatened against any Symyx Corporation or against any other Person who is, or has asserted or would reasonably be expected to assert that it is, entitled to be indemnified, defended, held harmless or reimbursed by any Symyx Corporation with respect to such claim or Legal Proceeding (including any claim or Legal Proceeding that has been settled, dismissed or otherwise concluded).

(i) Except as set forth in Part 2.9(i) of the Company Disclosure Schedule, since January 1, 2008, none of the Symyx Corporations has received any notice or other communication relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person by any of the Symyx Corporations, the Company Products or the Company Product Software.

(j) To the Company’s knowledge, none of the Active Company Product Software: (i) contains any bug, defect or error (including any bug, defect or error relating to or resulting from the display, manipulation, processing, storage, transmission or use of date data) that materially and adversely affects the use, functionality or performance of such Active Company Product Software or any Active Company Product containing or used in

conjunction with such Active Company Product Software; or (ii) fails to comply in any material respect with any applicable warranty or other contractual commitment made by any Symyx Corporation relating to the use, functionality or performance of such software or any Active Company Product containing or used in conjunction with such Active Company Product Software.

(k) None of the Symyx Corporations has transferred title to, or granted any exclusive license with respect to, any material Company IP.

(l) Except as set forth in Part 2.9(l) of the Company Disclosure Schedule, none of the Active Company Product Software contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) damaging or destroying any data or file without the user’s consent.

(m) None of the Active Company Product Software is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License or Mozilla Public License) that: (i) requires or would reasonably be expected to require, or conditions or would reasonably be expected to condition, the use or distribution of such Company Product Software on, the disclosure, licensing or distribution of any Company Source Code for any portion of such Active Company Product Software; or (ii) otherwise imposes or would reasonably be expected to impose any material limitation, restriction or condition on the right or ability of the Company to use or distribute any Active Company Product Software.

(n) The Symyx Corporations own and possess source code for all Active Company Product Software owned or purported to be owned by the Symyx Corporations. No Company Source Code has been delivered, licensed or made available to any escrow agent or other Person (other than employees of the Symyx Corporations). None of the Symyx Corporations has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available any Company Source Code to any escrow agent or other Person.

(a) Part 2.10(a) of the Company Disclosure Schedule identifies each Company Contract that constitutes a Company Material Contract. For purposes of this Agreement, each of the following Company Contracts shall be deemed to constitute a “Company Material Contract”:

(i) any Company Contract: (A) constituting a Company Employee Agreement; (B) pursuant to which any of the Symyx Corporations or any Company Affiliate is or may become obligated to make any severance, termination or similar payment to any Company Associate or any spouse, heir or Representative of any Company Associate except for severance, termination or similar payments required by applicable Legal Requirements that does not exceed $25,000 per beneficiary; (C) pursuant to which any of the Symyx Corporations or any Company Affiliate is or may become obligated to make any bonus or similar payment (other than payments constituting base salary or commissions paid in the ordinary course of business) in excess of $50,000 to any Company Associate; or (D) pursuant to which any of the Symyx Corporations or any Company Affiliate is or may become obligated to grant or accelerate the vesting of, or otherwise modify, any Company Equity Award;

(ii) any Company Contract identified or required to be identified in Part 2.9 of the Company Disclosure Schedule;

(iii) any Company Contract with any distributor and any Company Contract with any other reseller or sales representative, in each case that provides exclusivity rights to any third party;

(iv) any Company Contract with sole-source or single-source suppliers of tangible products or services;

(v) any Company Contract that provides for: (A) reimbursement of any Company Associate for, or advancement to any Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof; or (B) indemnification of any Company Associate;

(vi) any Company Contract imposing any restriction on the right or ability of any Symyx Corporation: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor other than in the ordinary course of business; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person, in each case which restriction would or would reasonably be expected to materially and adversely affect: (x) the conduct of the business of the Symyx Corporations as currently conducted or as currently is proposed to be conducted; or (y) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, performance, display, creation of derivative works with respect to and/or use of any Company Product;

(vii) any Company Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business or that do not deviate in any material respect from the standard forms of end-user licenses previously delivered or Made Available by the Company to Parent;

(ix) any Company Contract requiring that any of the Symyx Corporations give any notice or provide any information to any Person prior to responding to or prior to accepting any Company Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Company Acquisition Transaction;

(x) any Company Contract relating to the lease or sublease of Symyx Leased Real Property;

(xi) any Company Contract that: (A) involves orders aggregated by customer in an amount in excess of $500,000 in the fiscal year ending December 31, 2009 or the following fiscal years; (B) requires by its terms the payment or delivery of cash or other consideration by the Symyx Corporations in an amount or having a value in excess of $500,000 in the fiscal year ending December 31, 2009 or the following fiscal years;

(xii) any Company Contract material to the business of the Symyx Corporation as currently conducted that has a term of more than one year and that may not be terminated by a Symyx Corporation (without penalty in excess of $50,000) within 120 days after the delivery of a termination notice by such Symyx Corporation (other than confidentiality or nondisclosure agreements entered into by any Symyx Corporation in the ordinary course of business); and

(xiii) any Company Contract, the termination of which would reasonably be expected to have a Company Material Adverse Effect.

The Company has delivered or Made Available to Parent an accurate and complete copy of each Company Material Contract.

(b) Each Company Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(c) Except as set forth in Part 2.10(c) of the Company Disclosure Schedule: (i) none of the Symyx Corporations has violated or breached in any material respect, or committed any default in any material respect under, any Company Material Contract; (ii) to the knowledge of the Company, no other Person has violated or breached in any material respect, or committed any default in any material respect under, any Company Material Contract; (iii) to the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (A) result in a violation or breach in any material respect of any of the provisions of any Company Material Contract; (B) give any Person the right to declare a default in any material respect under any Company Material Contract; (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (D) give any Person the right to accelerate the maturity or performance of any Company Material Contract; (E) result in the disclosure, release or delivery of any Company Source Code; or (F) give any Person the right to cancel, terminate or modify any Company Material Contract; and (iv) since January 1, 2008, none of the Symyx Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Company Material Contract.

2.11 Liabilities. None of the Symyx Corporations has any accrued contingent or other liabilities of the type required to be disclosed, accrued or reserved in the liabilities column of a balance sheet prepared in accordance with GAAP, except for: (a) liabilities identified as such, or specifically reserved against, in the Company Audited Balance Sheet; (b) liabilities that have been incurred by the Symyx Corporations since the date of the Company Audited Balance Sheet in the ordinary course of business and consistent with past practices; (c) liabilities for performance of obligations of the Symyx Corporations pursuant to the express terms of Company Contracts; (d) liabilities under this Agreement or incurred in connection with the Contemplated Transactions; and (e) liabilities described in Part 2.11 of the Company Disclosure Schedule.

2.12 Compliance with Legal Requirements. Each of the Symyx Corporations is, and has at all times since January 1, 2008 been, in compliance in all material respects with all applicable Legal Requirements. Since January 1, 2005, none of the Symyx Corporations has received any notice or other communication from any Governmental Body or other Person regarding any actual or possible violation in any material respect of, or failure to comply in any material respect with, any Legal Requirement.

2.13 Certain Business Practices. None of the Symyx Corporations, and (to the knowledge of the Company) no Representative of any of the Symyx Corporations with respect to any matter relating to any of the Symyx Corporations, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (c) made any other payment that violated any Legal Requirement.

(a) The Symyx Corporations hold all material Governmental Authorizations necessary to enable the Symyx Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted, including all Governmental Authorizations required under Environmental Laws. All such Governmental Authorizations are valid and in full force and effect. Each Symyx Corporation is, and at all times since January 1, 2008 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 2008, none of the Symyx Corporations has received any notice or other communication from any Governmental Body regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization.

(b) Part 2.14(b) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Symyx Corporations by any U.S. federal,

state or local Governmental Body or any foreign Governmental Body or otherwise. Each of the Symyx Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions, does, will or would reasonably be expected to (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule.

(a) Each of the Tax Returns required to be filed by or on behalf of the respective Symyx Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the “Symyx Corporation Returns”): (i) has been or will be filed on or before the applicable due date (including any extensions of such due date); and (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Symyx Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date.

(b) The Company Audited Balance Sheet fully accrues all actual and contingent liabilities for Taxes with respect to all periods through the date of the Company Audited Balance Sheet.

(c) Except as set forth in Part 2.15(c) of the Company Disclosure Schedule, to the knowledge of the Symyx Corporation, no Symyx Corporation and no Symyx Corporation Return is subject to (or since January 1, 2008 has been subject to) with an audit by any Governmental Body. No extension or waiver of the limitation period applicable to any of the Symyx Corporation Returns has been granted (by the Company or any other Person), and no such extension or waiver has been requested from any Symyx Corporation.

(d) No claim or Legal Proceeding is pending or, to the knowledge of the Company, has been threatened against or with respect to any Symyx Corporation in respect of any material Tax. There are no unsatisfied liabilities for material Taxes with respect to any notice of deficiency or similar document received by any Symyx Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Symyx Corporations and with respect to which adequate reserves for payment have been established on the Company Audited Balance Sheet). There are no liens for material Taxes upon any of the assets of any of the Symyx Corporations except liens for current Taxes not yet due and payable. None of the Symyx Corporations has been, and none of the Symyx Corporations will be, required to include any adjustment in taxable income for U.S. federal income tax purposes for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code as a result of transactions or events occurring, or accounting methods employed, prior to the Closing.

(e) No written claim has ever been made by any Governmental Body in a jurisdiction where a Symyx Corporation does not file a Tax Return that it is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes.

(f) There are no Contracts relating to the allocating, sharing or indemnification of Taxes to which any Symyx Corporation is a party, other than (i) commercially reasonable agreements providing for the allocation or payment of real property Taxes attributable to real property leased or occupied by any Symyx Corporation; (ii) commercially reasonable agreements for the allocation or payment of personal property Taxes, sales or use Taxes or value added Taxes with respect to personal property leased, used, owned or sold in the ordinary course of business; and (iii) provisions of Company Employee Plans compensating employees for any increase in taxation of such employee’s income resulting from the performance of work for any of the Symyx Corporations outside of such employee’s country of residence.

(g) No Symyx Corporation has constituted either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code.

(h) No Symyx Corporation is or has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(i) No Symyx Corporation has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or within the meaning of any similar Legal Requirement to which a Symyx Corporation may be subject, other than the affiliated group of which the Company is the common parent. No Symyx Corporation has any liability for taxes of a predecessor or transferor that became a liability of the successor or transferee by operation of law.

(j) The Company has disclosed on its federal income Tax Returns all positions that could give rise to a material understatement penalty within the meaning of Section 6662 of the Code or any similar Legal Requirement.

(k) No Symyx Corporation has participated in, or is currently participating in, (i) a “Reportable Transaction” within the meaning of United States Treasury Regulation Section 1.6011-4(b)(1); or (ii) a “Listed Transaction” within the meaning of United States Treasury Regulation Section 1.6011-4(b)(2).

(a) Except as set forth in Part 2.16(a) of the Company Disclosure Schedule or as required by applicable Legal Requirements, the employment of each of the Symyx Corporations’ employees is terminable by the applicable Symyx Corporation at will.

(b) Except as set forth in Part 2.16(b) of the Company Disclosure Schedule, none of the Symyx Corporations is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of any of the Symyx Corporations. There has not been any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or any threat thereof, or any similar activity or dispute, affecting any of the Symyx Corporations or any of their employees. There is not now pending, and, to the knowledge of the Company, no Person has threatened to commence, any such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. Except as set forth in Part 2.16(b) of the Company Disclosure Schedule, there is no claim or grievance pending or, to the knowledge of the Company, threatened relating to any Company Employee Agreement, wages and hours, leave of absence, plant closing notification, employment statute or regulation, privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Company Associate, including charges of unfair labor practices or harassment complaints.

(c) The Company has delivered or Made Available to Parent an accurate and complete list, by country and as of the date hereof, of each Company Employee Plan and each Company Employee Agreement. None of the Symyx Corporations intends, and none of the Symyx Corporations has committed, to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement).

(d) The Company has delivered or Made Available to Parent accurate and complete copies of: (i) all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under

applicable Legal Requirements in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to any minimum funding standards (including those of Section 302 of ERISA), the most recent annual and periodic accounting of Company Employee Plan assets, if any; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any similar Legal Requirement with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (vii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code.

(e) Each of the Symyx Corporations and Company Affiliates has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. All Company Employee Plans required to have been approved by any foreign Governmental Body have been so approved, no such approval has been revoked (or, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor relating to any such Company Employee Plan that would reasonably be expected to materially affect any such approval relating thereto or materially increase the costs relating thereto. Each Company Employee Plan intended to be tax qualified under applicable Legal Requirements is so tax qualified, and no event has occurred and no circumstance or condition exists that would reasonably be expected to result in the disqualification of any such Company Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, any of the Symyx Corporations or any Company Affiliate (other than any liability for ordinary administration expenses). There are no audits or inquiries pending or, to the knowledge of the Company, threatened by the IRS, the DOL or any other Governmental Body with respect to any Company Employee Plan. Except as set forth in Part 2.16 of the Company Disclosure Schedule, there are no pending or, to the knowledge of the Company, threatened claims or Legal Proceedings involving any Company Employee Plan other than routine claims for benefits. None of the Symyx Corporations, and no Company Affiliate, has ever incurred any material penalty or Tax with respect to any Company Employee Plan under applicable Legal Requirements. Each of the Symyx Corporations and Company Affiliates has made all contributions and other payments required by and due under the terms of each Company Employee Plan. Neither the terms nor the performance of any Company Employee Agreement or Company Employee Plan would reasonably be expected to result in gross income inclusion prior to, on or after the Effective Time pursuant to Section 409A(a)(1)(A) of the Code.

(f) None of the Symyx Corporations, and no Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. No Company Employee Plan is or has been funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. None of the Symyx Corporations, and no Company Affiliate, has ever maintained, established, sponsored, participated in or contributed to any Company Pension Plan in which stock of any of the Symyx Corporations or any Company Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Company Foreign Plan, the liability of each insurer for any Company Foreign Plan funded through insurance, or the book reserve established for any Company Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Company Foreign Plan according to the reasonable actuarial assumptions and valuations most recently used to

determine employer contributions to and obligations under such Foreign Plan, and no Contemplated Transaction will cause any such assets or insurance obligations to be less than such benefit obligations. There are no liabilities of the Symyx Corporations with respect to any Company Employee Plan that are not properly accrued and reflected in the financial statements of the Company in accordance with GAAP.

(g) No Company Employee Plan that is an employee welfare benefit plan (whether or not ERISA applies to such Company Employee Plan) is, in whole or in part, self-funded or self-insured. No Company Employee Plan provides (except at no cost to the Symyx Corporations or any Company Affiliate), or reflects or represents any liability of any of the Symyx Corporations or any Company Affiliate to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Symyx Corporations or any Company Affiliate, none of the Symyx Corporations nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Associate (either individually or to Company Associates as a group) or any other Person that such Company Associate(s) or other Person would be provided with post-termination or retiree life insurance, post-termination or retiree health benefit or other post-termination or retiree employee welfare benefits, except to the extent required by applicable Legal Requirements.

(h) Except as set forth in Part 2.16(h) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or would reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Associate.

(i) Except as set forth in Part 2.16(i) of the Company Disclosure Schedule, each of the Symyx Corporations and Company Affiliates: (i) is, and since January 1, 2008 has been, in compliance in all material respects with all Legal Requirements and any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has paid all wages, salaries and other payments to Company Associates at the time required by all Legal Requirements and has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Associates; (iii) is not liable for any arrears of wages or any taxes or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Company Associates (other than routine payments to be made in the ordinary course of business and consistent with past practice).

(j) There is no agreement, plan, arrangement or other Contract covering any Company Associate, and no payments have been made or will be made in connection with the Merger to any Company Associate, that, considered individually or considered collectively with any other such Contracts or payments, will, or would reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Symyx Corporation is a party to or has any obligation under any Contract to compensate any Person for excise taxes payable pursuant to Section 4999 of the Code or for additional taxes payable pursuant to Section 409A of the Code.

(k) Each of the Symyx Corporations is, and has been at all times since January 1, 2008, in compliance in all material respects with the Worker Adjustment and Retraining Notification Act or any similar Legal Requirement.

(l) Each of the Company Option Plans and the Company ESPP has been approved by the Company’s stockholders to the extent required by applicable Legal Requirements.

(a) None of the Symyx Corporations has received any notice or other communication, whether from a Governmental Body, citizens group, Company Associate or otherwise, that alleges that any of the Symyx Corporations is not or might not be in compliance with any Environmental Law, and, to the knowledge of the Company, there are no circumstances that may prevent or interfere with the compliance by any of the Symyx Corporations with any Environmental Law in the future.

(b) To the knowledge of the Company: (i) all Symyx Leased Real Property and any other property that was leased to or owned, controlled or used by any of the Symyx Corporations, and all surface water, groundwater and soil associated with or adjacent to such property, is free of any Materials of Environmental Concern or material environmental contamination of any nature; (ii) none of the Symyx Leased Real Property or any other property that was leased to or owned, controlled or used by any of the Symyx Corporations contains any underground storage tanks, asbestos, equipment using PCBs or underground injection wells; and (iii) none of the Symyx Leased Real Property or any other property that was leased to or owned, controlled or used by any of the Symyx Corporations contains any septic tanks in which process wastewater or any Materials of Environmental Concern have been Released.

(c) No Symyx Corporation has ever sent or transported, or arranged to send or transport, any Materials of Environmental Concern to a site that, pursuant to any applicable Environmental Law: (i) has been placed on the “National Priorities List” of hazardous waste sites or any similar state list; (ii) is otherwise designated or identified as a potential site for remediation, cleanup, closure or other environmental remedial activity; or (iii) is subject to a Legal Requirement to take “removal” or “remedial” action as detailed in any applicable Environmental Law or to make payment for the cost of cleaning up any site.

(d) None of the Symyx Corporations has entered into any Company Contract that may require any of them to guarantee, reimburse, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws, or the activities of the Symyx Corporations or any other Person relating to Materials of Environmental Concern.

2.18 Insurance. Each material insurance policy and self-insurance program and arrangement relating to the business, assets and operations of the Symyx Corporations is in full force and effect. Since January 1, 2008, none of the Symyx Corporations has received any notice or other communication regarding any actual or possible: (a) cancellation or invalidation of any material insurance policy; (b) refusal of any coverage or rejection of any material claim under any insurance policy; or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy. There is no pending workers’ compensation or other claim under or based upon any insurance policy of any of the Symyx Corporations involving an amount in excess of $100,000 in any individual case or $500,000 in the aggregate.

2.19 Transactions with Affiliates. Except as set forth in the Company SEC Documents , since the date of the Company’s last proxy statement filed with the SEC, no event has occurred that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC.

(a) Except as set forth in Part 2.20(a) of the Company Disclosure Schedule, there is no pending and served Legal Proceeding, and (to the knowledge of the Company) there is no pending but not served Legal Proceeding and no Person has threatened to commence any material Legal Proceeding: (i) that involves any of the Symyx Corporations, any business of any of the Symyx Corporations, any of the assets owned, leased or used by any of the Symyx Corporations or, to the knowledge of the Company, any Company Associate; or (ii) that

challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions. To the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a reasonable basis for the commencement of any Legal Proceeding of the type described in clause “(i)” or clause “(ii)” of the first sentence of this Section 2.20(a).

(b) There is no Order to which any of the Symyx Corporations, or any of the material assets owned or used by any of the Symyx Corporations, is subject. To the knowledge of the Company, no officer or other key employee of any of the Symyx Corporations is subject to any Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Symyx Corporations.

2.21 Authority; Binding Nature of Agreement. The Company has the corporate right, power and authority to enter into and subject to obtaining the Required Company Stockholder Vote (as defined in Section 2.23) to perform its obligations under this Agreement. The Company had the corporate right, power and authority to enter into the HPR Agreement and had and has the corporate right, power and authority to perform its obligations under the HPR Agreement. The Company Board (at a meeting duly called and held) has: (a) determined that the Merger is advisable and fair to, and in the best interests of, the Company and its stockholders; (b) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger; and (c) recommended the adoption of this Agreement by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (as defined in Section 5.2(a)). Assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, the relief of debtors and creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

2.22 Inapplicability of Section 203 of the DGCL and Other Anti-takeover Statutes. The Company Board has taken, and during the Pre-Closing Period (as defined in Section 4.1) the Company Board will take, all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are not, and will not be, applicable to the execution, delivery or performance of this Agreement, the Company Stockholder Voting Agreements or to the consummation of the Merger or any of the other Contemplated Transactions. The Company Board (at a meeting duly called and held) has, to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that might otherwise apply to the Merger or any of the other Contemplated Transactions. No state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement or any of the Contemplated Transactions.

2.23 Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement or otherwise authorize and approve the Merger.

2.24 Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable foreign antitrust Legal Requirements and the listing requirements of the NASDAQ Global Market, except as set forth in Part 2.24 of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement by the Company, nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the Symyx Corporations; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the Symyx Corporations;

(b) contravene, conflict with or result in a violation of, any Legal Requirement or any Order to which any of the Symyx Corporations, or any of the assets owned or used by any of the Symyx Corporations, is subject;

(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Symyx Corporations or that otherwise relates to the business of any of the Symyx Corporations or to any of the assets owned or used by any of the Symyx Corporations;

(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Company Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract; (iii) accelerate the maturity or performance of any such Company Material Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Company Material Contract;

(e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Symyx Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Symyx Corporations); or

(f) result in, or increase the likelihood of, the disclosure or delivery to any escrow holder or other Person of any Company IP (including Company Source Code), or the transfer of any material asset of any of the Symyx Corporations to any Person.

Except as may be required by the Securities Act, Exchange Act, the DGCL, the HSR Act, any applicable foreign antitrust Legal Requirement and the listing requirements of the NASDAQ Global Market, none of the Symyx Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (x) the execution, delivery or performance of this Agreement; or (y) the consummation of the Merger or any of the other Contemplated Transactions.

2.25 Opinion of Financial Advisor. The Company Board has received the opinion of UBS Securities LLC (the “Company Financial Advisor”), financial advisor to the Company, dated April 4, 2010, to the effect that, as of the date of such opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of the Company Common Stock. The Company has furnished an accurate and complete copy of said written opinion to Parent solely for informational purposes after receipt thereof by the Company.

2.26 Brokers. Except for the Company Financial Advisor, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of any of the Symyx Corporations. The Company has furnished to Parent accurate and complete copies of all agreements under which any such fees, commissions or other amounts have been paid or may become payable and all indemnification and other agreements related to the engagement of the Company Financial Advisor.

2.27 Disclosure. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus will, at the time the Joint Proxy Statement/

Prospectus is mailed to the stockholders of the Company or the stockholders of Parent or at the time of the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

2.28 Acknowledgement by the Company. The Company is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 3, including the Parent Disclosure Schedule. Such representations and warranties by Parent constitute the sole and exclusive representations and warranties of Parent in connection with the Contemplated Transactions and the Company understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by Parent.

Parent and Merger Sub represent and warrant to the Company as follows (it being understood that each representation and warranty contained in this Section 3 is subject to: (a) the exceptions and disclosures set forth in the part or subpart of the Parent Disclosure Schedule corresponding to the particular Section or subsection in this Section 3 in which such representation and warranty appears; and (b) any exception or disclosure set forth in any other part or subpart of the Parent Disclosure Schedule to the extent it is reasonably apparent from the wording of such exception or disclosure that such exception or disclosure is intended to qualify such representation and warranty):

(a) Exhibit 21.1 to the Parent’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Exhibit 21.1 of Parent’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009 owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in said Exhibit 21.1 and the other Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Accelrys Corporation has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.

(b) Each of the Accelrys Corporations is a corporation duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound.

(c) Each of the Accelrys Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Parent Material Adverse Effect.

3.2 Certificate of Incorporation and Bylaws. Parent has delivered or Made Available to the Company accurate and complete copies of the certificate of incorporation, bylaws, memorandum of association and articles of association or equivalent governing documents of each of the Accelrys Corporations, including all amendments thereto. Parent has delivered or Made Available to the Company accurate and complete copies of: (a) the charters of all committees of the Parent Board; and (b) any code of conduct, corporate governance policies

or principles, related party transaction policy, stock ownership guidelines, whistleblower policy, disclosure committee charter or similar codes policies, or guidelines adopted by any of the Accelrys Corporations or by the board of directors, or any committee of the board of directors, of any of the Accelrys Corporations.

(a) The authorized capital stock of Parent consists of: (i) 60,000,000 shares of Parent Common Stock, of which 28,400,393 shares have been issued and 27,756,493 are outstanding as of the date of this Agreement; and (ii) 2,000,000 shares of Parent Preferred Stock, of which no shares have been issued or are outstanding. Parent holds 643,900 shares of its capital stock in its treasury as of the date of this Agreement. All of the outstanding shares of Parent Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. None of the Accelrys Corporations (other than Parent) holds any shares of Parent Common Stock or any rights to acquire shares of Parent Common Stock.

(b) Except as set forth in Part 3.3(b) of the Parent Disclosure Schedule: (i) none of the outstanding shares of Parent Common Stock is entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent Common Stock is subject to any right of first refusal in favor of Parent; and (iii) there is no Parent Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Common Stock. None of the Accelrys Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Parent Common Stock or other securities, except for the Parent’s right to repurchase or reacquire restricted shares of Parent Common Stock held by an employee of Parent upon termination of such employee’s employment or upon any other forfeiture of a vesting condition.

(c) As of the date of this Agreement, 400,000 shares of Parent Preferred Stock, designated as Series A Junior Participating Preferred Stock, are reserved for future issuance upon exercise of the rights (the “Rights”) issued pursuant to the Parent Rights Agreement.

(d) As of the date of this Agreement: (i) 3,543,660 shares of Parent Common Stock are subject to issuance pursuant to Parent Options; (ii) 494,900 shares of Parent Common Stock are reserved for future issuance pursuant to the Parent ESPP; (iii) 949,577 shares of Parent Common Stock are reserved for future issuance pursuant to Parent RSUs; and (iv) 1,155,818 shares of Parent Common Stock are reserved for future issuance pursuant to Parent Equity Awards not yet granted under the Parent Option Plans.

(e) Parent has Made Available to the Company a complete and accurate list that sets forth with respect to each Parent Equity Award outstanding as of the date of this Agreement the following information: (i) the particular plan (if any) pursuant to which such Parent Equity Award was granted; (ii) the name of the holder of such Parent Equity Award; (iii) the type of Parent Equity Award (whether a Parent Option, a Parent RSU, or another type of Parent Equity Award); (iv) the number of shares of Parent Common Stock subject to such Parent Equity Award; (v) the per share exercise price (if any) of such Parent Equity Award; (vi) the applicable vesting schedule (including a description of any acceleration provisions), and the extent to which such Parent Equity Award is vested and exercisable, if applicable; (vii) the date on which such Parent Equity Award was granted; (viii) the date on which such Parent Equity Award expires (if applicable); (ix) if such Parent Equity Award is a Parent Option, whether such Parent Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option; and (x) if such Parent Equity Award is in the form of Parent RSUs, the dates on which shares of Parent Common Stock are scheduled to be delivered, if different from the applicable vesting schedule. Parent has Made Available to the Company accurate and complete copies of all equity plans pursuant to which any outstanding Parent Equity Awards were granted by Parent, and the forms of all agreements evidencing such Parent Equity Awards. The exercise price of each Parent Option is not less than the fair market

value of a share of Parent Common Stock as determined on the date of grant of such Parent Option. All grants of Parent Equity Awards were recorded on the Parent’s financial statements (including, any related notes thereto) contained in the Parent SEC Documents (as defined in Section 3.4(a)) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant (whether intentionally or otherwise). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights or equity-based awards with respect to any of the Accelrys Corporations. Each Parent Equity Award was granted in accordance with the terms of the Parent Employee Plan applicable thereto.

(f) Except as set forth in Sections 3.3(a) and 3.3(d), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of any of the Accelrys Corporations; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Accelrys Corporations; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Accelrys Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that would reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any of the Accelrys Corporations.

(g) All outstanding shares of Parent Common Stock, and all Parent Equity Awards and other securities of the Accelrys Corporations, have been issued and granted in compliance with: (i) all applicable securities laws and other applicable Legal Requirements; and (ii) all requirements set forth in applicable Contracts.

(h) All of the outstanding shares of capital stock of each of the Parent’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by Parent, free and clear of any Encumbrances.

(a) The Parent has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by Parent with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Parent SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by Parent or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Parent’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

(b) Parent maintains, and at all times since January 1, 2008 has maintained, disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Accelrys Corporations required to be disclosed by Parent in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Parent has delivered or Made Available to the Company accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. Parent is, and has been at all times since January 1, 2008, in compliance in all material respects with the applicable listing requirements of the NASDAQ Global Market, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market.

(c) The financial statements (including any related notes) contained or incorporated by reference in the Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which were or will be material); and (iii) fairly present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Accelrys Corporations are required by GAAP to be included in the consolidated financial statements of Parent.

(d) Parent’s auditor has at all times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of Parent, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by Parent’s auditors for the Accelrys Corporations that were required to be approved in accordance with Section 202 of the Sarbanes-Oxley Act were so approved.

(e) Parent maintains, and at all times since January 1, 2008 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Accelrys Corporations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Accelrys Corporations that could have a material effect on the financial statements. Parent has delivered or Made Available to the Company accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. Parent’s management has completed an assessment of the effectiveness of the Parent’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the fiscal years ended March 31, 2008 and March 31, 2009, and, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and Parent’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Parent maintained effective internal control over financial reporting as of March 31, 2008 and March 31, 2009, respectively. To the knowledge of Parent, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, since January 1, 2008, neither Parent nor any of its Subsidiaries nor Parent’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design

or operation of internal control over financial reporting utilized by the Accelrys Corporations; (B) any illegal act or fraud, whether or not material, that involves Parent’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.

(f) Part 3.4(f) of the Parent Disclosure Schedule lists, and Parent has delivered or Made Available to the Company accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Accelrys Corporations since January 1, 2008. None of the Accelrys Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the future.

3.5 Absence of Changes. Except as set forth in Part 3.5 of the Parent Disclosure Schedule, since December 31, 2009 through the date of this Agreement:

(a) there has not been any Parent Material Adverse Effect, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would reasonably be expected to result in a Parent Material Adverse Effect;

(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the material assets of any of the Accelrys Corporations (whether or not covered by insurance);

(c) none of the Accelrys Corporations has: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities (other than repurchase of restricted Parent Common Stock in connection with termination of employment of the previous holder of such Parent Common Stock that were made in the ordinary course of business and consistent with past practices);

(d) none of the Accelrys Corporations has sold, issued or granted, or authorized the issuance of: (i) any capital stock or other security (except for Parent Common Stock issued upon the valid exercise of outstanding Parent Options or Parent RSUs); (ii) any option, warrant or right to acquire any capital stock or any other security (except for Parent Options and Parent RSUs identified in Part 3.5(d) of the Parent Disclosure Schedule); or (iii) any instrument convertible into or exchangeable for any capital stock or other security;

(e) Parent has not amended or waived any of its rights under, or permitted the acceleration of vesting under: (i) any provision of any of Parent Option Plans; or (ii) any provision of any Contract evidencing any outstanding Parent Equity Award;

(f) there has been no amendment to the certificate of incorporation or bylaws of Parent, and none of the Accelrys Corporations has effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(g) the Accelrys Corporations have not made any capital expenditures that in the aggregate exceeded $1,000,000;

(h) none of the Accelrys Corporations has written off as uncollectible, or established any extraordinary reserve with respect to, any material account receivable or other material indebtedness;

(i) none of the Accelrys Corporations has: (i) lent money to any Person (other than routine travel advances made to employees in the ordinary course of business); or (ii) incurred or guaranteed any indebtedness for borrowed money;

(j) none of the Accelrys Corporations has: (i) adopted, established or entered into any Parent Employee Plan or Parent Employee Agreement; (ii) caused or permitted any Parent Employee Plan or Parent

Employee Agreement to be amended in any material respect; or (iii) materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to any of its directors, officers or other employees;

(k) none of the Accelrys Corporations has changed any of its methods of accounting or accounting practices in any material respect except as required by concurrent changes in GAAP or SEC rules and regulations;

(m) none of the Accelrys Corporations has commenced or settled any Legal Proceeding;

(n) none of the Accelrys Corporations has entered into any material transaction or taken any other material action other than in the ordinary course of business and consistent with past practices; and

(o) none of the Accelrys Corporations has agreed or committed to take any of the actions referred to in clauses “(c)” through “(n)” above.

3.6 Title to Assets. The Accelrys Corporations own, and have good and valid title to, all assets purported to be owned by them, including: (a) all assets reflected on the Parent Unaudited Balance Sheet (except for inventory sold or otherwise disposed of in the ordinary course of business since the date of the Parent Unaudited Balance Sheet); and (b) all other assets reflected in the books and records of the Accelrys Corporations as being owned by the Accelrys Corporations. All of said assets are owned by the Accelrys Corporations free and clear of any Encumbrances, except for: (i) any liens for current Taxes not yet due and payable; (ii) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Accelrys Corporations; and (iii) liens described in Part 3.6 of the Parent Disclosure Schedule. The Accelrys Corporations are the lessees of, and hold valid leasehold interests in, all assets purported to have been leased by them, including: (A) all assets reflected as leased on the Parent Unaudited Balance Sheet; and (B) all other assets reflected in the books and records of the Accelrys Corporations as being leased to the Accelrys Corporations, and the Accelrys Corporations enjoy undisturbed possession of such leased assets.

(a) Part 3.7(a) of the Parent Disclosure Schedule contains an accurate and complete list as of the date of this Agreement of all outstanding loans and advances made by any of the Accelrys Corporations to any Parent Associate, other than routine travel advances made to directors or officers or other employees in the ordinary course of business.

(b) Part 3.7(b) of the Parent Disclosure Schedule accurately identifies Accelrys Corporations’ top 25 customers in each of the fiscal years ended in March 31, 2009 and March 31, 2010 based on the orders received by Accelrys Corporations in these years. Parent has not received any notice or other communication, and has not received any other information, indicating that any customer or other Person identified or required to be identified in Part 3.7(b) of the Parent Disclosure Schedule may cease dealing with or materially reduce its orders from any of the Accelrys Corporations.

(a) All material items of equipment and other tangible assets owned by or leased to the Accelrys Corporations are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the businesses of the Accelrys Corporations in the manner in which such businesses are currently being conducted.

(b) Except as set forth in Part 3.8(b) of the Disclosure Schedule, no Accelrys Corporation owns any real property.

(c) Part 3.8(c) of the Parent Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the Accelrys Corporations leases real property from any other Person. All real property leased to the Accelrys Corporations pursuant to the real property leases identified or required to be identified in Part 3.8(c) of the Parent Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the Accelrys Corporations, is referred to as the “Alto Leased Real Property.” To the knowledge of Parent, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Accelrys Leased Real Property. Part 3.8(c) of the Parent Disclosure Schedule contains an accurate and complete list of all subleases, occupancy agreements and other Parent Contracts granting to any Person (other than any Accelrys Corporation) a right of use or occupancy of any of the Accelrys Leased Real Property. Except as set forth in the leases or subleases identified in Part 3.8(c) of the Parent Disclosure Schedule, there is no Person in possession of any Accelrys Leased Real Property other than an Accelrys Corporation. Since January 1, 2008, none of the Accelrys Corporations has received any written notice (or, to the knowledge of Parent, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any Accelrys Leased Real Property which has not been fully remedied and withdrawn.

(i) in Part 3.9(a)(i) of the Parent Disclosure Schedule: (A) each material item of Registered IP in which any of the Accelrys Corporations has or purports to have an ownership interest of any nature (whether exclusively, jointly with another Person or otherwise) and that is either: (1) bundled, included, used in, licensed or distributed with any Parent Product or Parent Product Software or part of any Parent Product or Parent Product Software; or (2) used to manufacture, develop, support, maintain or test any Parent Product or Parent Product Software and is not generally available on standard terms (the “Accelrys Material Registered IP”); (B) the jurisdiction in which such Accelrys Material Registered IP has been registered or filed and the applicable registration or serial number; and (C) any other Person that has an ownership interest in such item of Accelrys Material Registered IP and the nature of such ownership interest; and

(ii) in Part 3.9(a)(ii) of the Parent Disclosure Schedule: (A) each Contract pursuant to which any material Intellectual Property Rights or material Intellectual Property is licensed to any Accelrys Corporation (other than software license agreements for any third-party non-customized software that is generally available to the public at a cost of less than $100,000 and that is not contained or included in or provided with any Parent Product (collectively, “Parent Non-Customized Software Licenses”); and (B) whether these licenses are exclusive or nonexclusive (for purposes of this Agreement, a covenant not to sue or not to assert infringement claims shall be deemed to be equivalent to a license).

(b) Parent has delivered or Made Available to the Company an accurate and complete copy of each standard form of the following documents and Contracts used by any Accelrys Corporation at any time since January 1, 2008: (i) terms and conditions with respect to the distribution, sale, lease, license or provisioning of any Parent Product or Parent Product Software; (ii) Parent Employee Agreement or similar Contract containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision; or (iii) consulting or independent contractor agreement or similar Contract containing any assignment or license of Intellectual Property or Intellectual Property Rights or any confidentiality provision.

(c) The Accelrys Corporations exclusively own all right, title and interest to and in the Parent IP (other than Intellectual Property Rights or Intellectual Property licensed to Parent, as identified in Part 3.9(a)(ii)

of the Parent Disclosure Schedule or pursuant to Parent Non-Customized Software Licenses) free and clear of any Encumbrances (other than non-exclusive licenses granted by any Accelrys Corporation in connection with the sale or license of Parent Products in the ordinary course of business). Without limiting the generality of the foregoing:

(i) all documents and instruments necessary to perfect the rights of the Accelrys Corporations in the Parent IP that is Accelrys Material Registered IP have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Body;

(ii) no Parent Associate has any claim, right (whether or not currently exercisable) or interest to or in any Parent IP and each Parent Associate who is or was involved in the creation or development of any Parent IP has signed a valid, enforceable agreement containing an assignment of Intellectual Property Rights to the Accelrys Corporations and confidentiality provisions protecting the Parent IP;

(iii) no funding, facilities or personnel of any Governmental Body or any university, college, research institute or other educational institution have been or are being, or are expected to be, used, directly or indirectly, to develop or create, in whole or in part, any Parent IP, Parent Product or Parent Product Software;

(iv) each Accelrys Corporation has taken sufficient reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by any of the Accelrys Corporations, or purported to be held by any of the Accelrys Corporations, as a trade secret;

(v) none of the Accelrys Corporations is now or has ever been a member or promoter of, or a contributor to, any industry standards body or any similar organization that would reasonably be expected to require or obligate any of the Accelrys Corporations to grant or offer to any other Person any license or right to any Parent IP; and

(vi) the Accelrys Corporations own or otherwise have, and after the Effective Time the Surviving Corporation will continue to have, all Intellectual Property Rights needed to conduct the business of the Accelrys Corporations as conducted as of the date of this Agreement and as currently planned by Parent to be conducted.

(d) All Parent IP that is material to the business of any of the Accelrys Corporations is valid, subsisting and enforceable.

(e) Neither the execution, delivery or performance of this Agreement nor the consummation of any of the Contemplated Transactions will, or would reasonably be expected to, with or without notice or the lapse of time, result in or give any other Person the right or option to cause, create, impose or declare: (i) a loss of, or Encumbrance on, any Parent IP; or (ii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Parent IP.

(f) To the knowledge of Parent, no Person has infringed, misappropriated or otherwise violated, and no Person is infringing, misappropriating or otherwise violating, any Parent IP. Part 3.9(f) of the Parent Disclosure Schedule: (i) accurately identifies (and Parent has provided to the Company an accurate and complete copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to any of the Accelrys Corporations or any Representative of any of the Accelrys Corporations since January 1, 2008 regarding any actual, alleged or suspected infringement or misappropriation of any Parent IP; and (ii) provides a brief description of the current status of the matter referred to in such letter, communication or correspondence.

(g) None of the Accelrys Corporations and none of the Parent IP, Parent Products or Parent Product Software has ever infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated any Intellectual Property Right of any other Person.

(h) No infringement, misappropriation or similar claim or Legal Proceeding is or, since January 1, 2008, has been pending and served or, to the knowledge of Parent, pending and not served or threatened against any Accelrys Corporation or against any other Person who is, or has asserted or would reasonably be expected to assert that it is, entitled to be indemnified, defended, held harmless or reimbursed by any Accelrys Corporation with respect to such claim or Legal Proceeding (including any claim or Legal Proceeding that has been settled, dismissed or otherwise concluded).

(i) Except as set forth in Part 3.9(i) of the Parent Disclosure Schedule, since January 1, 2008, none of the Accelrys Corporations has received any notice or other communication relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person by any of the Accelrys Corporations, the Parent Products or the Parent Product Software.

(j) To Parent’s knowledge, none of the Parent Product Software: (i) contains any bug, defect or error (including any bug, defect or error relating to or resulting from the display, manipulation, processing, storage, transmission or use of date data) that materially and adversely affects the use, functionality or performance of such Parent Product Software or any Parent Product containing or used in conjunction with such Parent Product Software; or (ii) fails to comply in any material respect with any applicable warranty or other contractual commitment made by any Accelrys Corporation relating to the use, functionality or performance of such software or any Parent Product containing or used in conjunction with such Parent Product Software.

(k) None of the Accelrys Corporations has transferred title to, or granted any exclusive license with respect to, any material Parent IP.

(l) Except as set forth in Part 3.9(l) of the Parent Disclosure Schedule, none of the Parent Product Software contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) damaging or destroying any data or file without the user’s consent.

(m) None of the Parent Product Software is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License or Mozilla Public License) that: (i) requires or would reasonably be expected to require, or conditions or would reasonably be expected to condition, the use or distribution of such Parent Product Software on, the disclosure, licensing or distribution of any Parent Source Code for any portion of such Parent Product Software; or (ii) otherwise imposes or would reasonably be expected to impose any material limitation, restriction or condition on the right or ability of Parent to use or distribute any Parent Product Software.

(n) The Accelrys Corporations own and possess source code for all Parent Product Software owned or purported to be owned by the Accelrys Corporations. No Parent Source Code has been delivered, licensed or made available to any escrow agent or other Person (other than employees of the Accelrys Corporations). None of the Accelrys Corporations has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available any Parent Source Code to any escrow agent or other Person.

(a) Part 3.10(a) of the Parent Disclosure Schedule identifies each Parent Contract that constitutes a Parent Material Contract. For purposes of this Agreement, each of the following Parent Contracts shall be deemed to constitute a “Parent Material Contract”:

(i) any Parent Contract: (A) constituting a Parent Employee Agreement; (B) pursuant to which any of the Accelrys Corporations or any Parent Affiliate is or may become obligated to make any severance,

termination or similar payment to any Parent Associate or any spouse, heir or Representative of any Parent Associate except for severance, termination or similar payments required by applicable Legal Requirements that does not exceed $25,000 per beneficiary; (C) pursuant to which any of the Accelrys Corporations or any Parent Affiliate is or may become obligated to make any bonus or similar payment (other than payments constituting base salary or commissions paid in the ordinary course of business) in excess of $50,000 to any Parent Associate; or (D) pursuant to which any of the Accelrys Corporations or any Parent Affiliate is or may become obligated to grant or accelerate the vesting of, or otherwise modify, any Parent Equity Award;

(ii) any Parent Contract identified or required to be identified in Part 3.9 of the Parent Disclosure Schedule;

(iii) any Parent Contract with any distributor and any Parent Contract with any other reseller or sales representative, in each case that provides exclusivity rights to any third party;

(iv) any Parent Contract with sole-source or single-source suppliers of tangible products or services;

(v) any Parent Contract that provides for: (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof; or (B) indemnification of any Parent Associate;

(vi) any Parent Contract imposing any restriction on the right or ability of any Accelrys Corporation: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an independent contractor other than in the ordinary course of business; (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (E) to perform services for any other Person; or (F) to transact business with any other Person, in each case which restriction would or would reasonably be expected to materially and adversely affect: (x) the conduct of the business of the Accelrys Corporations as currently conducted or as currently is proposed to be conducted; or (y) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, performance, display, creation of derivative works with respect to and/or use of any Parent Product;

(vii) any Parent Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business or that do not deviate in any material respect from the standard forms of end-user licenses previously delivered or Made Available by Parent to the Company;

(ix) any Parent Contract requiring that any of the Accelrys Corporations give any notice or provide any information to any Person prior to responding to or prior to accepting any Parent Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Parent Acquisition Transaction;

(x) any Parent Contract relating to the lease or sublease of Accelrys Leased Real Property;

(xi) any Parent Contract that: (A) involves orders aggregated by customer in an amount in excess of $500,000 in the fiscal year ending March 31, 2009 or the following fiscal years; (B) requires by its terms the payment or delivery of cash or other consideration by the Accelrys Corporations in an amount or having a value in excess of $500,000 in the fiscal year ending March 31, 2009 or the following fiscal years;

(xii) any Parent Contract material to the business of the Accelrys Corporation as currently conducted that has a term of more than one year and that may not be terminated by an Accelrys Corporation (without penalty in excess of $50,000) within 120 days after the delivery of a termination notice by such Accelrys Corporation (other than confidentiality or nondisclosure agreements entered into by any Accelrys Corporation in the ordinary course of business); and

(xiii) any Parent Contract, the termination of which would reasonably be expected to have a Parent Material Adverse Effect.

Parent has delivered or Made Available to the Company an accurate and complete copy of each Parent Material Contract.

(b) Each Parent Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

(c) Except as set forth in Part 3.10(c) of the Parent Disclosure Schedule: (i) none of the Accelrys Corporations has violated or breached in any material respect, or committed any default in any material respect under, any Parent Material Contract; (ii) to the knowledge of Parent, no other Person has violated or breached in any material respect, or committed any default in any material respect under, any Parent Material Contract; (iii) to the knowledge of Parent, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (A) result in a violation or breach in any material respect of any of the provisions of any Parent Material Contract; (B) give any Person the right to declare a default in any material respect under any Parent Material Contract; (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (D) give any Person the right to accelerate the maturity or performance of any Parent Material Contract; (E) result in the disclosure, release or delivery of any Parent Source Code; or (F) give any Person the right to cancel, terminate or modify any Parent Material Contract; and (iv) since January 1, 2008, none of the Accelrys Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Parent Material Contract.

3.11 Liabilities. None of the Accelrys Corporations has any accrued contingent or other liabilities of the type required to be disclosed, accrued or reserved in the liabilities column of a balance sheet prepared in accordance with GAAP, except for: (a) liabilities identified as such, or specifically reserved against, in the Parent Unaudited Balance Sheet; (b) liabilities that have been incurred by the Accelrys Corporations since the date of the Parent Unaudited Balance Sheet in the ordinary course of business and consistent with past practices; (c) liabilities for performance of obligations of the Accelrys Corporations pursuant to the express terms of Parent Contracts; (d) liabilities under this Agreement or incurred in connection with the Contemplated Transactions; and (e) liabilities described in Part 3.11 of the Parent Disclosure Schedule.

3.12 Compliance with Legal Requirements. Each of the Accelrys Corporations is, and has at all times since January 1, 2008 been, in compliance in all material respects with all applicable Legal Requirements. Since January 1, 2005, none of the Accelrys Corporations has received any notice or other communication from any Governmental Body or other Person regarding any actual or possible violation in any material respect of, or failure to comply in any material respect with, any Legal Requirement.

3.13 Certain Business Practices. None of the Accelrys Corporations, and (to the knowledge of Parent) no Representative of any of the Accelrys Corporations with respect to any matter relating to any of the Accelrys Corporations, has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (c) made any other payment that violated any Legal Requirement.

(a) The Accelrys Corporations hold all material Governmental Authorizations necessary to enable the Accelrys Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted, including all Governmental Authorizations required under Environmental Laws. All such Governmental Authorizations are valid and in full force and effect. Each Accelrys Corporation is, and at all times since January 1, 2008 has been, in compliance in all material respects with the terms and requirements of such Governmental Authorizations. Since January 1, 2008, none of the Accelrys Corporations has received any notice or other communication from any Governmental Body regarding: (i) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization.

(b) Part 3.14(b) of the Parent Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Accelrys Corporations by any U.S. federal, state or local Governmental Body or any foreign Governmental Body or otherwise. Each of the Accelrys Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 3.14(b) of the Parent Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions, does, will or would reasonably be expected to (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Parent Disclosure Schedule.

(a) Each of the Tax Returns required to be filed by or on behalf of the respective Accelrys Corporations with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the “Accelrys Corporation Returns”): (i) has been or will be filed on or before the applicable due date (including any extensions of such due date); and (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements. All amounts shown on the Accelrys Corporation Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date.

(b) The Parent Unaudited Balance Sheet fully accrues all actual and contingent liabilities for Taxes with respect to all periods through the date of the Parent Unaudited Balance Sheet.

(c) Except as set forth in Part 3.15(c) of the Parent Disclosure Schedule, to the knowledge of the Accelrys Corporation, no Accelrys Corporation and no Accelrys Corporation Return is subject to (or since January 1, 2008 has been subject to) with an audit by any Governmental Body. No extension or waiver of the limitation period applicable to any of the Accelrys Corporation Returns has been granted (by Parent or any other Person), and no such extension or waiver has been requested from any Accelrys Corporation.

(d) No claim or Legal Proceeding is pending or, to the knowledge of Parent, has been threatened against or with respect to any Accelrys Corporation in respect of any material Tax. There are no unsatisfied liabilities for material Taxes with respect to any notice of deficiency or similar document received by any Accelrys Corporation with respect to any material Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Accelrys Corporations and with respect to which adequate reserves for payment have been established on the Parent Unaudited Balance Sheet). There are no liens for material Taxes upon any of the assets of any of the Accelrys Corporations except liens for current Taxes not yet due and payable. None of the Accelrys Corporations has been, and none of the Accelrys Corporations will be, required to include any adjustment in taxable income for U.S. federal income tax purposes for any tax period (or portion thereof) pursuant to Section 481 or 263A of the Code as a result of transactions or events occurring, or accounting methods employed, prior to the Closing.

(e) No written claim has ever been made by any Governmental Body in a jurisdiction where an Accelrys Corporation does not file a Tax Return that it is or may be subject to taxation by that jurisdiction which has resulted or would reasonably be expected to result in an obligation to pay material Taxes.

(f) There are no Contracts relating to the allocating, sharing or indemnification of Taxes to which any Accelrys Corporation is a party, other than (i) commercially reasonable agreements providing for the allocation or payment of real property Taxes attributable to real property leased or occupied by any Accelrys Corporation; (ii) commercially reasonable agreements for the allocation or payment of personal property Taxes, sales or use Taxes or value added Taxes with respect to personal property leased, used, owned or sold in the ordinary course of business; and (iii) provisions of Parent Employee Plans compensating employees for any increase in taxation of such employee’s income resulting from the performance of work for any of the Accelrys Corporations outside of such employee’s country of residence.

(g) No Accelrys Corporation has constituted either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code.

(h) No Accelrys Corporation is or has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(i) No Accelrys Corporation has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or within the meaning of any similar Legal Requirement to which an Accelrys Corporation may be subject, other than the affiliated group of which Parent is the common parent. No Accelrys Corporation has any liability for taxes of a predecessor or transferor that became a liability of the successor or transferee by operation of law.

(j) Parent has disclosed on its federal income Tax Returns all positions that could give rise to a material understatement penalty within the meaning of Section 6662 of the Code or any similar Legal Requirement.

(k) No Accelrys Corporation has participated in, or is currently participating in, (i) a “Reportable Transaction” within the meaning of United States Treasury Regulation Section 1.6011-4(b)(1); or (ii) a “Listed Transaction” within the meaning of United States Treasury Regulation Section 1.6011-4(b)(2).

(a) Except as set forth in Part 3.16(a) of the Parent Disclosure Schedule or as required by applicable Legal Requirements, the employment of each of the Accelrys Corporations’ employees is terminable by the applicable Accelrys Corporation at will.

(b) Except as set forth in Part 3.16(b) of the Parent Disclosure Schedule, none of the Accelrys Corporations is a party to, or has a duty to bargain for, any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees and there are no labor organizations or works councils representing, purporting to represent or, to the knowledge of Parent, seeking to represent any employees of any of the Accelrys Corporations. There has not been any strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question concerning representation, union organizing activity, or any threat thereof, or any similar activity or dispute, affecting any of the Accelrys Corporations or any of their employees. There is not now pending, and, to the knowledge of Parent, no Person has threatened to commence, any such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute, question regarding representation or union organizing activity or any similar activity or dispute. Except as set forth in Part 3.16(b) of the Parent Disclosure Schedule, there is no claim or grievance pending or, to the knowledge of Parent, threatened relating to any Parent Employee Agreement, wages and hours, leave of absence, plant closing notification,

employment statute or regulation, privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any Parent Associate, including charges of unfair labor practices or harassment complaints.

(c) Parent has delivered or Made Available to the Company an accurate and complete list, by country and as of the date hereof, of each Parent Employee Plan and each Parent Employee Agreement. None of the Accelrys Corporations intends, and none of the Accelrys Corporations has committed, to establish or enter into any new Parent Employee Plan or Parent Employee Agreement, or to modify any Parent Employee Plan or Parent Employee Agreement (except to conform any such Parent Employee Plan or Parent Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement).

(d) Parent has delivered or Made Available to the Company accurate and complete copies of: (i) all documents setting forth the terms of each Parent Employee Plan and each Parent Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under applicable Legal Requirements in connection with each Parent Employee Plan; (iii) if the Parent Employee Plan is subject to any minimum funding standards (including those of Section 302 of ERISA), the most recent annual and periodic accounting of Parent Employee Plan assets, if any; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA or any similar Legal Requirement with respect to each Parent Employee Plan; (v) all material written Contracts relating to each Parent Employee Plan, including administrative service agreements and group insurance contracts; (vi) all discrimination tests required under the Code for each Parent Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (vii) the most recent IRS determination or opinion letter issued with respect to each Parent Employee Plan intended to be qualified under Section 401(a) of the Code.

(e) Each of the Accelrys Corporations and Parent Affiliates has performed in all material respects all obligations required to be performed by it under each Parent Employee Plan, and each Parent Employee Plan has been established and maintained in all material respects in accordance with its terms. Any Parent Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. All Parent Employee Plans required to have been approved by any foreign Governmental Body have been so approved, no such approval has been revoked (or, to the knowledge of Parent, has revocation been threatened) and no event has occurred since the date of the most recent approval or application therefor relating to any such Parent Employee Plan that would reasonably be expected to materially affect any such approval relating thereto or materially increase the costs relating thereto. Each Parent Employee Plan intended to be tax qualified under applicable Legal Requirements is so tax qualified, and no event has occurred and no circumstance or condition exists that would reasonably be expected to result in the disqualification of any such Parent Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan. Each Parent Employee Plan (other than any Parent Employee Plan to be terminated prior to the Effective Time in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, any of the Accelrys Corporations or any Parent Affiliate (other than any liability for ordinary administration expenses). There are no audits or inquiries pending or, to the knowledge of Parent, threatened by the IRS, the DOL or any other Governmental Body with respect to any Parent Employee Plan. Except as set forth in Part 3.16 of the Parent Disclosure Schedule, there are no pending or, to the knowledge of Parent, threatened claims or Legal Proceedings involving any Parent Employee Plan other than routine claims for benefits. None of the Accelrys Corporations, and no Parent Affiliate, has ever incurred any material penalty or Tax with respect to any Parent Employee Plan under applicable Legal Requirements. Each of the Accelrys Corporations and Parent Affiliates has made all contributions and other payments required by and due under the terms of each Parent Employee Plan. Neither the terms nor the performance of any Parent Employee Agreement or Parent Employee Plan would reasonably be expected to result in gross income inclusion prior to, on or after the Effective Time pursuant to Section 409A(a)(1)(A) of the Code.

(f) None of the Accelrys Corporations, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any: (i) Parent Pension Plan subject to Title IV of ERISA; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA; or (iii) plan described in Section 413 of the Code. No Parent Employee Plan is or has been funded by, associated with or related to a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. None of the Accelrys Corporations, and no Parent Affiliate, has ever maintained, established, sponsored, participated in or contributed to any Parent Pension Plan in which stock of any of the Accelrys Corporations or any Parent Affiliate is or was held as a plan asset. The fair market value of the assets of each funded Parent Foreign Plan, the liability of each insurer for any Parent Foreign Plan funded through insurance, or the book reserve established for any Parent Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Parent Foreign Plan according to the reasonable actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no Contemplated Transaction will cause any such assets or insurance obligations to be less than such benefit obligations. There are no liabilities of the Accelrys Corporations with respect to any Parent Employee Plan that are not properly accrued and reflected in the financial statements of Parent in accordance with GAAP.

(g) No Parent Employee Plan that is an employee welfare benefit plan (whether or not ERISA applies to such Parent Employee Plan) is, in whole or in part, self-funded or self-insured. No Parent Employee Plan provides (except at no cost to the Accelrys Corporations or any Parent Affiliate), or reflects or represents any liability of any of the Accelrys Corporations or any Parent Affiliate to provide, post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Accelrys Corporations or any Parent Affiliate, none of the Accelrys Corporations nor any Parent Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Parent Associate (either individually or to Parent Associates as a group) or any other Person that such Parent Associate(s) or other Person would be provided with post-termination or retiree life insurance, post-termination or retiree health benefit or other post-termination or retiree employee welfare benefits, except to the extent required by applicable Legal Requirements.

(h) Except as set forth in Part 3.16(h) of the Parent Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated Transactions will or would reasonably be expected to (either alone or upon the occurrence of termination of employment) constitute an event under any Parent Employee Plan, Parent Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Parent Associate.

(i) Except as set forth in Part 3.16(i) of the Parent Disclosure Schedule, each of the Accelrys Corporations and Parent Affiliates: (i) is, and since January 1, 2008 has been, in compliance in all material respects with all Legal Requirements and any Order or arbitration award of any court, arbitrator or any Governmental Body respecting employment, employment practices, terms and conditions of employment, wages, hours or other labor related matters; (ii) has paid all wages, salaries and other payments to Parent Associates at the time required by all Legal Requirements and has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Parent Associates; (iii) is not liable for any arrears of wages or any taxes or any interest or penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security, social charges or other benefits or obligations for Parent Associates (other than routine payments to be made in the ordinary course of business and consistent with past practice).

(j) There is no agreement, plan, arrangement or other Contract covering any Parent Associate, and no payments have been made or will be made in connection with the Merger to any Parent Associate, that, considered individually or considered collectively with any other such Contracts or payments, will, or would reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws). No Accelrys Corporation is a party to or has any obligation under any Contract to compensate any Person for excise taxes payable pursuant to Section 4999 of the Code or for additional taxes payable pursuant to Section 409A of the Code.

(k) Each of the Accelrys Corporations is, and has been at all times since January 1, 2008, in compliance in all material respects with the Worker Adjustment and Retraining Notification Act or any similar Legal Requirement.

(l) Each of the Parent Option Plans and the Parent ESPP has been approved by the Parent’s stockholders to the extent required by applicable Legal Requirements.

(a) None of the Accelrys Corporations has received any notice or other communication, whether from a Governmental Body, citizens group, Parent Associate or otherwise, that alleges that any of the Accelrys Corporations is not or might not be in compliance with any Environmental Law, and, to the knowledge of Parent, there are no circumstances that may prevent or interfere with the compliance by any of the Accelrys Corporations with any Environmental Law in the future.

(b) To the knowledge of Parent: (i) all Accelrys Leased Real Property and any other property that was leased to or owned, controlled or used by any of the Accelrys Corporations, and all surface water, groundwater and soil associated with or adjacent to such property, is free of any Materials of Environmental Concern or material environmental contamination of any nature; (ii) none of the Accelrys Leased Real Property or any other property that was leased to or owned, controlled or used by any of the Accelrys Corporations contains any underground storage tanks, asbestos, equipment using PCBs or underground injection wells; and (iii) none of the Accelrys Leased Real Property or any other property that was leased to or owned, controlled or used by any of the Accelrys Corporations contains any septic tanks in which process wastewater or any Materials of Environmental Concern have been Released.

(c) No Accelrys Corporation has ever sent or transported, or arranged to send or transport, any Materials of Environmental Concern to a site that, pursuant to any applicable Environmental Law: (i) has been placed on the “National Priorities List” of hazardous waste sites or any similar state list; (ii) is otherwise designated or identified as a potential site for remediation, cleanup, closure or other environmental remedial activity; or (iii) is subject to a Legal Requirement to take “removal” or “remedial” action as detailed in any applicable Environmental Law or to make payment for the cost of cleaning up any site.

(d) None of the Accelrys Corporations has entered into any Parent Contract that may require any of them to guarantee, reimburse, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws, or the activities of the Accelrys Corporations or any other Person relating to Materials of Environmental Concern.

3.18 Insurance. Each material insurance policy and self-insurance program and arrangement relating to the business, assets and operations of the Accelrys Corporations is in full force and effect. Since January 1, 2008, none of the Accelrys Corporations has received any notice or other communication regarding any actual or possible: (a) cancellation or invalidation of any material insurance policy; (b) refusal of any coverage or rejection of any material claim under any insurance policy; or (c) material adjustment in the amount of the premiums

payable with respect to any insurance policy. There is no pending workers’ compensation or other claim under or based upon any insurance policy of any of the Accelrys Corporations involving an amount in excess of $100,000 in any individual case or $500,000 in the aggregate.

3.19 Transactions with Affiliates. Except as set forth in the Parent SEC Documents , since the date of the Parent’s last proxy statement filed with the SEC, no event has occurred that would be required to be reported by Parent pursuant to Item 404 of Regulation S-K promulgated by the SEC.

(a) Except as set forth in Part 3.20(a) of the Parent Disclosure Schedule, there is no pending and served Legal Proceeding, and (to the knowledge of Parent) there is no pending but not served Legal Proceeding and no Person has threatened to commence any material Legal Proceeding: (i) that involves any of the Accelrys Corporations, any business of any of the Accelrys Corporations, any of the assets owned, leased or used by any of the Accelrys Corporations or, to the knowledge of Parent, any Parent Associate; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions. To the knowledge of Parent, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a reasonable basis for the commencement of any Legal Proceeding of the type described in clause “(i)” or clause “(ii)” of the first sentence of this Section 3.20(a).

(b) There is no Order to which any of the Accelrys Corporations, or any of the material assets owned or used by any of the Accelrys Corporations, is subject. To the knowledge of Parent, no officer or other key employee of any of the Accelrys Corporations is subject to any Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of any of the Accelrys Corporations.

3.21 Authority; Binding Nature of Agreement. Parent and Merger Sub have the corporate right, power and authority to enter into and subject to obtaining the Required Parent Stockholder Vote and the Required Merger Sub Stockholder Vote (as such terms are defined in Section 3.23) to perform their respective obligations under this Agreement. Parent Board (at a meeting duly called and held) has: (a) authorized and approved the execution, delivery and performance of this Agreement by Parent; (b) authorized and approved the execution and delivery of the Rights Agreement Amendment (as defined in Section 3.28); (c) authorized and approved the execution, delivery and performance of this Agreement by Parent and the issuance of shares of Parent Common Stock pursuant to this Agreement; (d) authorized and approved Parent’s Amendment Certificate (as defined in Section 5.3); and (e) recommended the approval of the issuance of the Parent Common Stock pursuant to this Agreement and the approval of Parent’s Amendment Certificate by the holders of Parent Common Stock and directed that the issuance of such shares and Parent’s Amendment Certificate be submitted for consideration by the Parent’s stockholders at the Parent Stockholders’ Meeting (as defined in Section 5.3). Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency, the relief of debtors and creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

3.22 Inapplicability of Section 203 of the DGCL and Other Anti-takeover Statutes. Parent Board has taken, and during the Pre-Closing Period (as defined in Section 4.1) the Parent Board will take, all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are not, and will not be, applicable to the execution, delivery or performance of this Agreement, the Parent Stockholder Voting Agreements, the Rights Agreement Amendment or to the consummation of the Merger or any of the other Contemplated Transactions. The Parent Board (at a meeting duly called and held) has, to the extent necessary, adopted a resolution having the effect of causing Parent not to be subject to any state

takeover law or similar Legal Requirement that might otherwise apply to the Merger or any of the other Contemplated Transactions. No state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, the Rights Agreement Amendment, this Agreement or any of the Contemplated Transactions.

3.23 Vote Required. The only vote of Parent’s stockholders required to: (a) approve the issuance of the Parent Common Stock pursuant to this Agreement is the affirmative vote of the holders of a majority of the shares of Parent Common Stock voting on such item at the Parent Stockholders’ Meeting; and (b) approve the adoption of the Parent’s Amendment Certificate (as defined in Section 5.3(a) below) is the affirmative vote of the holders of a majority of the voting power of the shares of the Parent Common Stock (the “Required Parent Stockholder Vote”). The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub (the “Required Merger Sub Stockholder Vote”) is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement.

3.24 Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable foreign antitrust Legal Requirements and the listing requirements of the NASDAQ Global Market, except as set forth in Part 3.24 of the Parent Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement by the Parent and Merger Sub, nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the Accelrys Corporations; or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the Accelrys Corporations;

(b) contravene, conflict with or result in a violation of, any Legal Requirement or any Order to which any of the Accelrys Corporations, or any of the assets owned or used by any of the Accelrys Corporations, is subject;

(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Accelrys Corporations or that otherwise relates to the business of any of the Accelrys Corporations or to any of the assets owned or used by any of the Accelrys Corporations;

(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such Parent Material Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract; (iii) accelerate the maturity or performance of any such Parent Material Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Parent Material Contract;

(e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Accelrys Corporations (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Accelrys Corporations); or

(f) result in, or increase the likelihood of, the disclosure or delivery to any escrow holder or other Person of any Parent IP (including Parent Source Code), or the transfer of any material asset of any of the Accelrys Corporations to any Person.

Corporations was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (x) the execution, delivery or performance of this Agreement; or (y) the consummation of the Merger or any of the other Contemplated Transactions.

3.25 Opinion of Financial Advisor. The Parent Board has received the written opinion of Jefferies & Company, Inc. (the “Parent Financial Advisor”), financial advisor to Parent, dated April 4, 2010, to the effect that, as of the date of such opinion, the Exchange Ratio is fair, from a financial point of view, to Parent. Parent has furnished an accurate and complete copy of said written opinion to the Company solely for informational purposes after receipt thereof by Parent.

3.26 Brokers. Except for the Parent Financial Advisor, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of any of the Accelrys Corporations. Parent has furnished to the Company accurate and complete copies of all agreements under which any such fees, commissions or other amounts have been paid or may become payable and all indemnification and other agreements related to the engagement of the Parent Financial Advisor.

3.27 Valid Issuance. The Parent Common Stock to be issued in the Merger including the Parent Common Stock to be issued upon the exercise of assumed and converted Company Options, has been duly authorized and will, when issued in accordance with the provisions of this Agreement, be validly issued, fully paid and nonassessable and will not be subject to any restriction on resale under the Securities Act, other than restrictions imposed by Rules 144 and 145 under the Securities Act.

3.28 Rights Agreement. Parent has amended the Rights Agreement to provide that : (i) none of the Company, any of its stockholders nor any of their respective Affiliates or Associates (as such terms are defined in the Rights Agreement), shall be deemed to be an Acquiring Person (as defined in the Rights Agreement) as a result of the execution, delivery or performance of this Agreement, the Parent Voting Agreement or the Company Stockholder Voting Agreements or the consummation of the Merger or any of the other Contemplated Transactions; (ii) neither a Stock Acquisition Date (as defined in the Rights Agreement) nor a Distribution Date (as defined in the Rights Agreement) shall be deemed to occur as a result of the execution, delivery or performance of this Agreement, the Parent Voting Agreement or the Company Stockholder Voting Agreements or the consummation of the Merger or any of the other Contemplated Transactions; and (iii) the Rights will not separate from the Parent Common Stock as a result of the execution, delivery or performance of this Agreement, the Parent Voting Agreement or the Company Stockholder Voting Agreements or the consummation of the Merger or any of the other Contemplated Transactions (such amendment to the Parent Rights Agreement being referred to as the “Rights Agreement Amendment”). Each of the shares of Parent Common Stock to be issued in the Merger (including the Parent Common Stock to be issued upon the exercise of assumed and converted Company Options will be entitled to one Right pursuant to the Rights Agreement and all other rights to which other holders of Parent Common Stock are entitled to receive.

3.29 Disclosure. None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus will, at the time the Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company or the stockholders of Parent or at the time of the Company Stockholders’ Meeting or the Parent Stockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects

with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

3.30 Acknowledgement by Parent. Neither Parent nor Merger Sub is relying and neither Parent nor Merger Sub has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 2, including the Company Disclosure Schedule. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company in connection with the Contemplated Transactions and each of Parent and Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company.

3.31 Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions and has not engaged in any business activities or conducted any operations other than in connection with the Contemplated Transactions.

Section 4. CERTAIN COVENANTS OF THE PARTIES REGARDING OPERATIONS DURING THE PRE-CLOSING PERIOD

4.1 Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company and Parent shall each, and shall cause each of their respective Subsidiaries to: (a) provide the Representatives of the other party with reasonable access during normal business hours to its Representatives and assets and to all existing Contracts (subject to confidentiality obligations), books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (b) provide the Representatives of the other party with such copies of the existing Contracts (subject to confidentiality obligations), books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Symyx Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Symyx Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Sarbanes-Oxley Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, and subject to Section 5.7(b), during the Pre-Closing Period, the Company and Parent shall each, at least two business days prior to the filing thereof, provide the other with copies of any notice, report or other document proposed to be filed with or sent to any Governmental Body on behalf of any of the Symyx Corporations or Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions.

(a) During the Pre-Closing Period, except as set forth in Part 4.2(a) of the Company Disclosure Schedule, as otherwise expressly permitted by this Agreement, as required by Legal Requirements or to the extent that Parent shall otherwise consent in writing: (i) the Company shall ensure that each of the Symyx Corporations conducts its business and operations in the ordinary course and consistent with past practices; (ii) the Company shall use commercially reasonable efforts to attempt to ensure that each of the Symyx Corporations preserves intact the material components of its current business organization, keeps available the services of its current officers and key employees and maintains its relations and goodwill with all material

suppliers, material customers, material licensors and Governmental Bodies; and (iii) the Company shall promptly notify Parent of any claim asserted or Legal Proceeding commenced, or, to the Company’s knowledge, either: (A) with respect to a Governmental Body, overtly threatened; or (B) with respect to any other Person, threatened in writing, against, relating to, involving or otherwise affecting any of the Symyx Corporations that relates to any of the Contemplated Transactions.

(b) Except as set forth in Part 4.2(b) of the Company Disclosure Schedule, during the Pre-Closing Period, the Company shall not (without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed), and the Company shall ensure that each of the other Symyx Corporations does not (without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed):

(i) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities, other than: (A) dividends or distributions between or among any of the Symyx Corporations to the extent consistent with past practices; or (B) pursuant to the Company’s right to purchase restricted shares of Company Common Stock held by an employee of the Company upon termination of such employee’s employment;

(ii) sell, issue, grant or authorize the sale, issuance or grant of: (A) any capital stock or other security; (B) any option, call, warrant or right to acquire any capital stock or other security; or (C) any instrument convertible into or exchangeable for any capital stock or other security (except that: (1) the Company may issue shares of Company Common Stock: (aa) upon the valid exercise of Company Options, Company Warrants or upon the vesting of Company RSUs, in each case outstanding as of the date of this Agreement; and (bb) pursuant to the Company ESPP; and (2) the Company may, in the ordinary course of business and consistent with past practices grant Company Equity Awards to any employee of a Symyx Corporation under the Company Option Plans commensurate with his or her position with such Symyx Corporation and consistent with past practices; provided that such Company Equity Awards: (aa) if in the form of Company Options, shall have an exercise price equal to the fair market value of the Company Common Stock covered by such options determined as of the time of the grant of such options; (bb) shall be granted pursuant to the Company’s standard agreement and in any event shall not contain any “single-trigger,” “double-trigger” or other vesting acceleration provisions and shall not otherwise be subject to acceleration (in whole or in part) as a result of the Merger or any of the other Contemplated Transactions (whether alone or in combination with any termination of employment or other event); (cc) shall contain the Company’s standard vesting schedule; (dd) shall not be “non-plan” options; and (ee) shall be limited such that no single Company Equity Award represents the right to purchase or receive in excess of 10,000 shares of Company Common Stock and all such Company Equity Awards collectively represent the right to purchase or receive not more than 100,000 shares of Company Common Stock;

(iii) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company Option Plans, any provision of any agreement evidencing any outstanding Company Equity Award, or otherwise modify any of the terms of any outstanding Company Equity Award or other security or any related Contract;

(iv) amend, terminate or grant any waiver under any standstill agreements (except as permitted in Section 4.4(a));

(v) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents;

(vi)(A) except in the ordinary course of business and consistent with past practices, acquire any equity interest or other interest in any other Entity; (B) except in the ordinary course of business and consistent with past practices, form any Subsidiary; or (C) effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction;

(vii) make any capital expenditure (except that the Symyx Corporations may make any capital expenditure that: (A) is provided for in the Company’s capital expense budget delivered or Made Available to Parent prior to the date of this Agreement; or (B) when added to all other capital expenditures made on behalf of all of the Symyx Corporations since the date of this Agreement but not provided for in the Company’s capital expense budget delivered or Made Available to Parent prior to the date of this Agreement, does not exceed $100,000 in the aggregate);

(viii) other than in the ordinary course of business and consistent with past practices: (A) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Company Material Contract or any other Contract that is material to the Symyx Corporations (taken as a whole); or (B) amend, terminate, or waive any material right or remedy under, any Company Material Contract or any other Contract that is material to the Symyx Corporations (taken as a whole);

(ix) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for assets: (A) acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices; or (B) that are immaterial to the business of the Symyx Corporations);

(x) make any pledge of any of its material assets or permit any of its material assets to become subject to any Encumbrances, except for Encumbrances that do not materially detract from the value of such assets or that do not materially impair the operations of any of the Symyx Corporations;

(xi) lend money to any Person (other than routine travel and business expense advances made to directors or employees in the ordinary course of business and consistent with past practices), or, except in the ordinary course of business and consistent with past practices, incur or guarantee any indebtedness;

(xii) establish, adopt, enter into or amend any Company Employee Plan or Company Employee Agreement, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation (including equity-based compensation, whether payable in stock, cash or other property) or remuneration payable to, any Company Associate (except that the Company: (A) may provide routine, reasonable salary increases to non-officer employees in the ordinary course of business and consistent with past practices in connection with the Company’s customary employee review process, provided that such salary increases may not exceed 10% per Company Associate or 2% in the aggregate for all Company Associates; (B) may amend the Company Employee Plans to the extent required by applicable Legal Requirements; and (C) may make customary bonus payments and profit sharing payments consistent with past practices in accordance with bonus and profit sharing plans existing on the date of this Agreement);

(xiii) hire any employee with annual non-equity compensation, including target bonuses, in excess of $200,000 or promote any employee to the level of Director or above (except in order to fill a position vacated after the date of this Agreement);

(xiv) other than in the ordinary course of business and consistent with past practices or as required by concurrent changes in GAAP or SEC rules and regulations, change any of its methods of accounting or accounting practices in any respect;

(xvi) commence any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business and consistent with past practices; (B) in such cases where the Company reasonably determines in good faith that the failure to commence suit would result in a material impairment of a valuable aspect of its business (provided that the Company consults with Parent and considers the views and comments of Parent with respect to such Legal Proceedings prior to commencement thereof); or (C) in connection with a breach of this Agreement or the other agreements listed in the definition of “Contemplated Transactions;”

(xvii) settle any Legal Proceeding or other material claim, other than pursuant to a settlement: (A) that results solely in monetary obligation involving payment by the Symyx Corporations of the amount specifically reserved in accordance with GAAP with respect to such Legal Proceedings or claim on the Company Audited Balance Sheet; or (B) that results solely in monetary obligation involving only the payment of monies by the Symyx Corporations of not more than $200,000 in the aggregate;

(xviii) enter into any Contract covering any Company Associate, or make any payment to any Company Associate, that, considered individually or considered collectively with any other such Contracts or payments, will, or would reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code in connection with the Contemplated Transactions or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws);

(xix) take any action that would reasonably be expected to cause the Merger to fail to qualify as a “reorganization” under Section 368(a) of the Code (whether or not otherwise permitted by the provisions of this Section 4) or fail to take any action reasonably necessary to cause the Merger to so qualify;

(xx) terminate the employment of more than 5 Company Employees during any ninety-day period at any Employment Site of the Symyx Corporations; or

(xxi) agree or commit to take any of the actions described in clauses “(i)” through “(xx)” of this Section 4.2(b).

(c) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 6 impossible or unlikely or that has had or would reasonably be expected to have or result in a Company Material Adverse Effect. Without limiting the generality of the foregoing, the Company shall promptly advise Parent in writing of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Symyx Corporations. No notification given to Parent pursuant to this Section 4.2(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement.

(a) During the Pre-Closing Period, except as set forth in Part 4.3(a) of the Parent Disclosure Schedule, as otherwise expressly permitted by this Agreement, as required by Legal Requirements or to the extent that the Company shall otherwise consent in writing: (i) Parent shall ensure that each of the Accelrys Corporations conducts its business and operations in the ordinary course and consistent with past practices; (ii) Parent shall use commercially reasonable efforts to attempt to ensure that each of the Accelrys Corporations preserves intact the material components of its current business organization, keeps available the services of its current officers and key employees and maintains its relations and goodwill with all material suppliers, material customers, material licensors, and Governmental Bodies; and (iii) Parent shall promptly notify Company of any claim asserted or Legal Proceeding commenced, or, to Parent’s knowledge, either: (A) with respect to a Governmental Body, overtly threatened; or (B) with respect to any other Person, threatened in writing, against, relating to, involving or otherwise affecting any of the Accelrys Corporations that relates to any of the Contemplated Transactions.

(b) Except as set forth in Part 4.3(b) of the Parent Disclosure Schedule, during the Pre-Closing Period, Parent shall not (without the prior written consent of Company, which consent shall not be unreasonably withheld or delayed), and Parent shall ensure that each of the other Accelrys Corporations does not (without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed):

securities, other than: (A) dividends or distributions between or among any of the Accelrys Corporations to the extent consistent with past practices; or (B) pursuant to Parent’s right to purchase restricted shares of Parent Common Stock held by an employee of Parent upon termination of such employee’s employment;

(ii) sell, issue, grant or authorize the sale, issuance or grant of: (A) any capital stock or other security; (B) any option, call, warrant or right to acquire any capital stock or other security; or (C) any instrument convertible into or exchangeable for any capital stock or other security (except that: (1) Parent may issue shares of Parent Common Stock: (aa) upon the valid exercise of Parent Options or upon the vesting of any Parent RSUs, in each case outstanding as of the date of this Agreement; and (bb) pursuant to the Parent ESPP; and (2) Parent may, in the ordinary course of business and consistent with past practices grant Parent Equity Awards to any employee of an Accelrys Corporation under the Parent Option Plans commensurate with his or her position with such Accelrys Corporation and consistent with past practices; provided that such Parent Equity Awards: (aa) if in the form of Parent Option, shall have an exercise price equal to the fair market value of the Parent Common Stock covered by such options determined as of the time of the grant of such options; (bb) shall be granted pursuant to the Parent’s standard form of agreement and in any event shall not contain any “single-trigger,” “double-trigger” or other vesting acceleration provisions and shall not otherwise be subject to acceleration (in whole or in part) as a result of the Merger or any of the other Contemplated Transactions (whether alone or in combination with any termination of employment or other event); (cc) shall contain Parent’s standard vesting schedule; (dd) shall not be “non-plan” options; and (ee) shall be limited such that no single Parent Equity Award represents the right to purchase or receive in excess of 10,000 shares of Parent Common Stock and all such Parent Equity Awards collectively represent the right to purchase or receive not more than 100,000 shares of Parent Common Stock;

(iii) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Parent Option Plans, any provision of any agreement evidencing any outstanding Parent Equity Award, or otherwise modify any of the terms of any outstanding Parent Equity Award or other security or any related Contract;

(iv) amend, terminate or grant any waiver under the Parent Rights Agreement or any standstill agreements (except as permitted in Section 4.4(b));

(v) amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents;

(vii) make any capital expenditure (except that the Accelrys Corporations may make any capital expenditure that: (A) is provided for in Parent’s capital expense budget delivered or Made Available to the Company prior to the date of this Agreement; or (B) when added to all other capital expenditures made on behalf of all of the Accelrys Corporations since the date of this Agreement but not provided for in Parent’s capital expense budget delivered or Made Available to the Company prior to the date of this Agreement, does not exceed $100,000 in the aggregate);

(viii) other than in the ordinary course of business and consistent with past practices: (A) enter into or become bound by, or permit any of the assets owned or used by it to become bound by, any Parent Material Contract or any other Contract that is material to the Accelrys Corporations (taken as a whole); or (B) amend, terminate, or waive any material right or remedy under, any Parent Material Contract or any other Contract that is material to the Accelrys Corporations (taken as a whole);

(ix) acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for assets: (A) acquired, leased, licensed or disposed of by Parent in the ordinary course of business and consistent with past practices; or (B) that are immaterial to the business of the Accelrys Corporations);

(xii) establish, adopt, enter into or amend any Parent Employee Plan or Parent Employee Agreement, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation (including equity-based compensation, whether payable in stock, cash or other property) or remuneration payable to, any Parent Associate (except that Parent: (A) may provide routine, reasonable salary increases to non-officer employees in the ordinary course of business and consistent with past practices in connection with Parent’s customary employee review process, provided that such salary increases may not exceed 10% per Parent Associate or 2% in the aggregate for all Parent Associates; (B) may amend the Parent Employee Plans to the extent required by applicable Legal Requirements; and (C) may make customary bonus payments and profit sharing payments consistent with past practices in accordance with bonus and profit sharing plans existing on the date of this Agreement);

(xvi) commence any Legal Proceeding, except with respect to: (A) routine matters in the ordinary course of business and consistent with past practices; (B) in such cases where Parent reasonably determines in good faith that the failure to commence suit would result in a material impairment of a valuable aspect of its business (provided that Parent consults with the Company and considers the views and comments of the Company with respect to such Legal Proceedings prior to commencement thereof); or (C) in connection with a breach of this Agreement or the other agreements listed in the definition of “Contemplated Transactions;”

(xvii) settle any Legal Proceeding or other material claim, other than pursuant to a settlement: (A) that results solely in monetary obligation involving payment by the Accelrys Corporations of the amount specifically reserved in accordance with GAAP with respect to such Legal Proceedings or claim on the Parent Unaudited Balance Sheet; or (B) that results solely in monetary obligation involving only the payment of monies by the Accelrys Corporations of not more than $200,000 in the aggregate;

(xviii) enter into any Contract covering any Parent Associate, or make any payment to any Parent Associate, that, considered individually or considered collectively with any other such Contracts or payments, will, or would reasonably be expected to, be characterized as a “parachute payment” within the meaning of Section 280G(b)(2) of the Code in connection with the Contemplated Transactions or give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 162(m) of the Code (or any comparable provision under state or foreign Tax laws);

(xx) terminate the employment of more than 5 Parent Employees during any ninety-day period at any Employment Site of the Accelrys Corporations; or

(xxi) agree or commit to take any of the actions described in clauses “(i)” through “(xx)” of this Section 4.3(b).

(c) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of any event, condition, fact or circumstance that would reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 7 impossible or unlikely or that has had or would reasonably be expected to have or result in a Parent Material Adverse Effect. Without limiting the generality of the foregoing, Parent shall promptly advise the Company in writing of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Accelrys Corporations. No notification given to the Company pursuant to this Section 4.3(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement.

(a) During the Pre-Closing Period, Company shall not, directly or indirectly, and the Company shall use commercially reasonable efforts to ensure that its Subsidiaries and the respective Representatives of the Symyx Corporations do not, directly or indirectly:

(i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Company Acquisition Proposal;

(ii) furnish any information regarding any of the Symyx Corporations to any Person in connection with or in response to any Company Acquisition Proposal;

(iii) engage in discussions or negotiations with any Person relating to, or that prior to such discussions or negotiations would reasonably be expected to give rise to, any Company Acquisition Proposal;

(v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Company Acquisition Transaction;

provided, however, that prior to the adoption of this Agreement by the Required Company Stockholder Vote, this Section 4.4(a) shall not prohibit the Company from furnishing information regarding the Symyx Corporations to, or entering into discussions and negotiations with, any Person if: (A) the Company shall have received from such Person a bona fide Company Acquisition Proposal that, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel, the Company Board determines in good faith is, or would reasonably be expected to result in, a Company Superior Offer (and such proposal has not been withdrawn); (B) such Company Acquisition Proposal did not result from any breach of, or any action inconsistent with, any of the provisions set forth in this Section 4.4(a); (C) the Company Board concludes in good faith, after having consulted with its outside legal counsel, that failure to take such action would reasonably be expected to constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; (D) at least four business days prior to furnishing any information to, or entering into discussions or negotiations with, such Person, the Company gives Parent written notice of the identity of such Person and of the Company’s intention to furnish information to, or enter into discussions with, such Person, and the Company

receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions and non-solicitation provisions) at least as favorable to the Company as the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement (provided, however, that no such confidentiality agreement need include “standstill” provisions); and (E) at least four business days prior to furnishing any information to such Person, the Company furnishes such information to Parent (to the extent such information has not been previously furnished by the Company to Parent or Made Available to Parent). Without limiting the foregoing, any violation of the restrictions contained in this Section 4.4(a) by any Subsidiary or Representative of the Company shall be deemed a breach of this Section 4.4(a) by the Company.

(b) During the Pre-Closing Period, Parent shall not, directly or indirectly, and Parent shall use commercially reasonable efforts to ensure that its Subsidiaries and the respective Representatives of the Accelrys Corporations do not, directly or indirectly:

(i) solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of any Parent Acquisition Proposal;

(ii) furnish any information regarding any of the Accelrys Corporations to any Person in connection with or in response to any Parent Acquisition Proposal;

(iii) engage in discussions or negotiations with any Person relating to, or that prior to such discussions or negotiations would reasonably be expected to give rise to, any Parent Acquisition Proposal;

(v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Parent Acquisition Transaction;

provided, however, that prior to the approval of the Parent Proposals (as defined in Section 5.3(a)) by the Required Parent Stockholder Vote, this Section 4.4(b) shall not prohibit Parent from furnishing information regarding the Accelrys Corporations to, or entering into discussions and negotiations with, any Person if: (A) the Parent shall have received from such Person a bona fide Parent Acquisition Proposal that, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel, the Parent Board determines in good faith is, or would reasonably be expected to result in, a Parent Superior Offer (and such proposal has not been withdrawn); (B) such Parent Acquisition Proposal did not result from any breach of, or any action inconsistent with, any of the provisions set forth in this Section 4.4(b); (C) the Parent Board concludes in good faith, after having consulted with its outside legal counsel, that failure to take such action would reasonably be expected to constitute a breach of the fiduciary duties of the Parent Board to Parent’s stockholders under applicable law; (D) at least four business days prior to furnishing any information to, or entering into discussions or negotiations with, such Person, Parent gives the Company written notice of the identity of such Person and of Parent’s intention to furnish information to, or enter into discussions with, such Person, and Parent receives from such Person an executed confidentiality agreement containing provisions (including nondisclosure provisions, use restrictions and non-solicitation provisions) at least as favorable to Parent as the provisions of the Confidentiality Agreement as in effect immediately prior to the execution of this Agreement (provided, however, that no such confidentiality agreement need include “standstill” provisions); and (E) at least four business days prior to furnishing any information to such Person, Parent furnishes such information to the Company (to the extent such information has not been previously furnished by Parent to the Company or Made Available to the Company). Without limiting the foregoing, any violation of the restrictions contained in this Section 4.4(b) by any Subsidiary or Representative of Parent shall be deemed a breach of this Section 4.4(b) by Parent.

(c) During the Pre-Closing Period, the Company shall promptly (and in no event later than 24 hours) after receipt of any Company Acquisition Proposal: (i) advise Parent orally and in writing of any such Company Acquisition Proposal (including the identity of the Person making or submitting such Company

Acquisition Proposal and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period, and (ii) provide to Parent a copy of any written Company Acquisition Proposal and a copy of all written materials (including copies of any written materials received via e-mail or other electronic medium) received by the Company in connection with such Company Acquisition Proposal. The Company shall keep Parent reasonably informed with respect to: (A) the status of any such Company Acquisition Proposal, and (B) the status and terms of any material modification or proposed material modification thereto. The Company shall provide Parent with 48 hours prior notice (or such lesser notice as is provided to the members of the Company Board) of any meeting of the Company Board at which the Company Board is reasonably expected to consider any Company Acquisition Proposal.

(d) During the Pre-Closing Period, Parent shall promptly (and in no event later than 24 hours) after receipt of any Parent Acquisition Proposal: (i) advise the Company orally and in writing of any such Parent Acquisition Proposal (including the identity of the Person making or submitting such Parent Acquisition Proposal and the terms thereof) that is made or submitted by any Person during the Pre-Closing Period, and (ii) provide to the Company a copy of any written Parent Acquisition Proposal and a copy of all written materials (including copies of any written materials received via e-mail or other electronic medium) received by Parent in connection with such Parent Acquisition Proposal. Parent shall keep the Company reasonably informed with respect to: (A) the status of any such Parent Acquisition Proposal, and (B) the status and terms of any material modification or proposed material modification thereto. Parent shall provide the Company with 48 hours prior notice (or such lesser notice as is provided to the members of the Parent Board) of any meeting of the Parent Board at which the Parent Board is reasonably expected to consider any Parent Acquisition Proposal.

(e) The Company shall, and shall cause its Representatives to, immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person that relate to any Company Acquisition Proposal.

(f) Parent shall, and shall cause its Representatives to, immediately cease and cause to be terminated any discussions existing as of the date of this Agreement with any Person that relate to any Parent Acquisition Proposal.

(g) Each of Parent and the Company agrees not to release or permit the release of any Person from, or to waive or permit the waiver of any provision of, any confidentiality, non-solicitation, no hire, “standstill” or similar Contract to which any such party or any of its Subsidiaries is a party or under which any such party or any of its Subsidiaries has any rights, and will use its commercially reasonable efforts to cause each such agreement to be enforced at the request of the other party to this Agreement.

(a) As promptly as practicable after the date of this Agreement, Parent and the Company shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders, and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as

promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.

(b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, however, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

(a) The Company: (i) shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Company Common Stock to vote on a proposal to adopt this Agreement (the “Company Stockholders’ Meeting”); and (ii) shall submit such proposal to such holders at the Company Stockholders’ Meeting and, except as otherwise contemplated by this Agreement, shall not submit any other proposal to such holders in connection with the Company’s Stockholders’ Meeting without the prior written consent of Parent. The Company, in consultation with Parent, shall set a record date for persons entitled to notice of, and to vote at, the Company’s Stockholders’ Meeting and shall not change such record date without the prior written consent of Parent. The Company Stockholders’ Meeting shall be held (on a date selected by the Company in consultation with Parent) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement, the Company may after consultation with Parent adjourn or postpone the Company’s Stockholders’ Meeting only: (A) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable law is timely provided to the Company’s stockholders; (B) if as of the time for which the Company Stockholders’ Meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company’s Stockholders’ Meeting; or (C) if additional time is reasonably required to solicit proxies in favor of the adoption of this Agreement.

(b) Subject to Section 5.2(c): (i) the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Company Board recommends that the Company’s stockholders vote to adopt this Agreement at the Company Stockholders’ Meeting (the recommendation of the Company Board that the Company’s stockholders vote to adopt this Agreement being referred to as the “Company Board Recommendation”); (ii) the Company Board Recommendation shall not, directly or indirectly, be withdrawn or modified in a manner adverse to Parent; (iii) neither the Company Board nor any committee thereof shall: (A) fail to reaffirm the Company Board Recommendation, or fail to publicly state that the Merger and this Agreement are in the best interest of the Company’s stockholders, within ten business days after Parent requests in writing that such action be taken; (B) fail to publicly announce, within ten business days after a tender offer or exchange offer relating to

the securities of the Company shall have been commenced, a statement disclosing that the Company Board recommends rejection of such tender or exchange offer; (C) fail to issue, within ten business days after a Company Acquisition Proposal is publicly announced, a press release announcing its opposition to such Company Acquisition Proposal; or (D) recommend, adopt or approve a Company Acquisition Proposal; or (iv) resolve to take any action described in clauses “(ii)” or “(iii)” of this sentence (each of the foregoing actions described in clauses “(ii),” “(iii)” and “(iv)” being referred to as a “Company Change in Recommendation”).

(c) Notwithstanding anything to the contrary contained in Section 5.2(b) or elsewhere in this Agreement, at any time prior to the adoption of this Agreement by the Required Company Stockholder Vote, the Company Board may effect, or cause the Company to effect, as the case may be, a Company Change in Recommendation:

(i) if: (A) the Company has not breached its obligations under Section 4.4(a) in connection with the Company Acquisition Proposal referred to in the following clause “(B);” (B) after the date of this Agreement, an unsolicited Company Acquisition Proposal is made to the Company and is not withdrawn; (C) the Company Board determines in its good faith judgment, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Offer; (D) the Company Board does not effect, or cause the Company to effect, a Company Change in Recommendation at any time within four business days after Parent receives written notice from the Company confirming that the Company Board has determined that such Company Acquisition Proposal is a Company Superior Offer; (E) during such four business day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement in such a manner that the Company Acquisition Proposal that was determined to constitute a Company Superior Offer no longer constitutes a Company Superior Offer; (F) at the end of such four business day period, such Company Acquisition Proposal has not been withdrawn and continues to constitute a Company Superior Offer (taking into account any changes to the terms of this Agreement proposed by Parent as a result of the negotiations required by clause “(E)” or otherwise); and (G) the Company Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Company Superior Offer, a failure to make a Company Change in Recommendation would reasonably be expected to constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law; or

(ii) if: (A) other than the development or circumstances contemplated by clause “(i)” of this Section 5.2(c), a material development or change in circumstances occurs or arises after the date of this Agreement that was neither known to any Symyx Corporation or any Representative of any Symyx Corporation nor reasonably foreseeable to any Symyx Corporation as of the date of this Agreement (such material development or change in circumstances being referred to as a “Company Intervening Event”); provided, however, that (1) in no event shall the receipt, existence of or terms of a Company Acquisition Proposal or a Company Superior Offer or any inquiry relating thereto or the consequences thereof constitute a Company Intervening Event and (2) in no event shall any event, occurrence, fact, condition, effect, change or development that has an adverse effect on the business, financial condition or results of operations of any Accelrys Corporation, constitute a Company Intervening Event, unless such event, occurrence, fact, condition, effect, change or development has had or would reasonably be expected to have a Parent Material Adverse Effect; (B) at least four business days prior to any meeting of the Company Board at which the Company Board will consider whether such Company Intervening Event requires the Company Board to effect, or cause the Company to effect, a Company Change in Recommendation, the Company provides Parent with a written notice specifying the date and time of such meeting and the reasons for holding such meeting; (C) during such four business day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend this Agreement in such a manner that obviates the need for the Company Board to effect, or cause the Company to effect, a Company Change in Recommendation as a result of such Company Intervening Event; and (D) the Company Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Company Intervening Event, a failure to make a Company Change in Recommendation would reasonably be expected to constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable law.

(d) Notwithstanding any Company Change in Recommendation, unless earlier terminated in accordance with Section 8.1, this Agreement shall be submitted to the holders of Company’s Common Stock at the Company Stockholders’ Meeting for the purpose of voting on the adoption of this Agreement and nothing contained in this Agreement shall be deemed to relieve the Company of such obligation.

(a) Parent: (i) shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Parent Common Stock (the “Parent Stockholders’ Meeting”) to vote on proposals to approve (A) the issuance of shares of Parent Common Stock in the Merger; and (B) an amendment to Parent’s certificate of incorporation to increase the number of shares of Parent Common Stock authorized for issuance under the Parent’s certificate of incorporation from 60,000,000 shares to 100,000,000 shares (the “Parent’s Amendment Certificate” and together with the proposal set forth in clause “(A)” the “Parent Proposals”); and (ii) shall submit such Parent Proposals to such holders at the Parent Stockholders’ Meeting and, except as otherwise contemplated by this Agreement, shall not submit any other proposal to such holders in connection with the Parent Stockholders’ Meeting without the prior written consent of the Company; provided, however, that Parent may submit the Other Parent Proposals to its stockholders at the Parent Stockholders’ Meeting without the prior written consent of the Company. Parent, in consultation with the Company shall set a record date for persons entitled to notice of, and to vote at, the Parent Stockholders’ Meeting and shall not change such record date without the prior written consent of the Company. The Parent Stockholders’ Meeting shall be held on the same date this Agreement would be submitted to the Company’s stockholders for adoption at the Company Stockholders’ Meeting (or, to the extent that Parent and the Company agree, as promptly as practicable thereafter). Parent shall ensure that all proxies solicited in connection with the Parent Stockholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Notwithstanding anything to the contrary contained in this Agreement, Parent may after consultation with the Company adjourn or postpone the Parent Stockholders’ Meeting only: (i) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by applicable law is timely provided to Parent’s stockholders; (ii) if as of the time for which the Parent Stockholders’ Meeting is originally scheduled there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Stockholders’ Meeting; or (iii) if additional time is reasonably required to solicit proxies in favor of the approval of the Parent Proposals.

(b) Subject to Section 5.3(c): (i) the Joint Proxy Statement/Prospectus shall include a statement to the effect that the Parent Board recommends that Parent’s stockholders vote to approve the Parent Proposals (the recommendation of the Parent Board that Parent’s stockholders vote to approve the Parent Proposals being referred to as the “Parent Board Recommendation”); (ii) the Parent Board Recommendation shall not, directly or indirectly, be withdrawn or modified in a manner adverse to the Company; (iii) neither the Parent Board nor any committee thereof shall: (A) fail to reaffirm the Parent Board Recommendation, or fail to publicly state that the Merger and this Agreement are in the best interest of Parent’s stockholders, within ten business days after the Company requests in writing that such action be taken; (B) fail to publicly announce, within ten business days after a tender offer or exchange offer relating to the securities of Parent shall have been commenced, a statement disclosing that the Parent Board recommends rejection of such tender or exchange offer; (C) fail to issue, within ten business days after a Parent Acquisition Proposal is publicly announced, a press release announcing its opposition to such Parent Acquisition Proposal; or (D) recommend, adopt or approve a Parent Acquisition Proposal; or (iv) resolve to take any action described in clauses “(ii)” or “(iii)” of this sentence (each of the foregoing actions described in clauses “(ii),” “(iii)” and “(iv)” being referred to as a “Parent Change in Recommendation”).

(c) Notwithstanding anything to the contrary contained in Section 5.3(b) or elsewhere in this Agreement, at any time prior to the approval of the Parent Proposals by the Required Parent Stockholder Vote, the Parent Board may effect, or cause Parent to effect, as the case may be, a Parent Change in Recommendation:

(i) if: (A) Parent has not breached its obligations under Section 4.4(b) in connection with the Parent Acquisition Proposal referred to in the following clause “(B);” (B) after the date of this Agreement, an

unsolicited Parent Acquisition Proposal is made to Parent and is not withdrawn; (C) the Parent Board determines in its good faith judgment, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, that such Parent Acquisition Proposal constitutes a Parent Superior Offer; (D) the Parent Board does not effect, or cause Parent to effect, a Parent Change in Recommendation at any time within four business days after the Company receives written notice from Parent confirming that the Parent Board has determined that such Parent Acquisition Proposal is a Parent Superior Offer; (E) during such four business day period, if requested by the Company, Parent engages in good faith negotiations with the Company to amend this Agreement in such a manner that the Parent Acquisition Proposal that was determined to constitute a Parent Superior Offer no longer constitutes a Parent Superior Offer; (F) at the end of such four business day period, such Parent Acquisition Proposal has not been withdrawn and continues to constitute a Parent Superior Offer (taking into account any changes to the terms of this Agreement proposed by the Company as a result of the negotiations required by clause “(E)” or otherwise); and (G) the Parent Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Parent Superior Offer, a failure to make a Parent Change in Recommendation would reasonably be expected to constitute a breach of the fiduciary duties of the Parent Board to Parent’s stockholders under applicable law; or

(ii) if: (A) other than the development or circumstances contemplated by clause “(i)” of this Section 5.3(c), a material development or change in circumstances occurs or arises after the date of this Agreement that was neither known to any Accelrys Corporation or any Representative of any Accelrys Corporation nor reasonably foreseeable to any Accelrys Corporation as of the date of this Agreement (such material development or change in circumstances being referred to as a “ Parent Intervening Event”); provided, however, that (1) in no event shall the receipt, existence of or terms of a Parent Acquisition Proposal or a Parent Superior Offer or any inquiry relating thereto or the consequences thereof constitute a Parent Intervening Event and (2) in no event shall any event, occurrence, fact, condition, effect, change or development that has an adverse effect on the business, financial condition or results of operations of any Symyx Corporation, constitute a Parent Intervening Event, unless such event, occurrence, fact, condition, effect, change or development has had or would reasonably be expected to have a Company Material Adverse Effect; (B) at least four business days prior to any meeting of the Parent Board at which the Parent Board will consider whether such Parent Intervening Event requires the Parent Board to effect, or cause Parent to effect, a Parent Change in Recommendation, Parent provides the Company with a written notice specifying the date and time of such meeting and the reasons for holding such meeting; (C) during such four business day period, if requested by the Company, Parent engages in good faith negotiations with the Company to amend this Agreement in such a manner that obviates the need for the Parent Board to effect, or cause Parent to effect, a Parent Change in Recommendation as a result of such Parent Intervening Event; and (D) the Parent Board determines in good faith, after having consulted with its outside legal counsel, that, in light of such Parent Intervening Event, the failure to make a Parent Change in Recommendation would reasonably be expected to constitute a breach of the fiduciary duties of the Parent Board to Parent’s stockholders under applicable law.

(d) Notwithstanding any Parent Change in Recommendation, unless earlier terminated in accordance with Section 8.1, this Agreement shall be submitted to the holders of Parent Common Stock at the Parent Stockholders’ Meeting for the purpose of voting on the Parent Proposals and nothing contained in this Agreement shall be deemed to relieve Parent of such obligation.

(a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Option Plan and the terms of the Contract by which such Company Option is evidenced. All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (B) the number of shares of Parent Common Stock subject to each Company

Option assumed by Parent shall be determined by multiplying the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (C) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (D) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged as a result of the assumption of such Company Option; provided, however, that Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent.

(b) Parent shall file with the SEC, no later than 30 days after the Closing Date, a registration statement on Form S-8, if available for use by Parent, relating to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with Section 5.4(a).

(c) At the Effective Time, Parent may (if Parent determines that it desires to do so) assume any or all of the Company Option Plans. If Parent elects to assume any Company Option Plan, then, under such Company Option Plan, Parent shall be entitled to grant stock awards, to the extent permissible under applicable Legal Requirements, using the share reserves of such Company Option Plan as of the Effective Time (including any shares returned to such share reserves as a result of the termination of Company Options that are assumed by Parent pursuant to Section 5.4(a)), except that: (i) stock covered by such awards shall be shares of Parent Common Stock; (ii) all references in such Company Option Plan to a number of shares of Company Common Stock shall be deemed amended to refer instead to a number of shares of Parent Common Stock determined by multiplying the number of referenced shares of Company Common Stock by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; and (iii) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to the administration of such Company Option Plan.

(d) Prior to the Effective Time, the Company shall take all action that may be necessary (under the Company Option Plans and otherwise) to effectuate the provisions of this Section 5.4 and to ensure that, from and after the Effective Time, holders of Company Equity Awards have no rights with respect thereto other than those specifically provided in this Section 5.4.

(e) Prior to the Designated Date, the Company shall take all action that may be necessary to: (i) cause any outstanding offering period (or similar period during which Company Common Stock may be purchased) under the Company ESPP to be terminated as of the last business day prior to the Closing Date (the last business day prior to the Closing Date being referred to as the “Designated Date”); (ii) make any pro-rata adjustments that may be necessary to reflect the shortened offering period (or similar period), but otherwise treat such shortened offering period (or similar period) as a fully effective and completed offering period for all purposes under the Company ESPP; (iii) cause the exercise as of the Designated Date of each outstanding purchase right under the Company ESPP; and (iv) provide that no further offering period (or similar period) or purchase period shall commence under the Company ESPP after the date of this Agreement; provided, however, that the actions described in clauses “(i)” through “(iv)” of this sentence shall be conditioned upon the consummation of the Merger. On the Designated Date, the Company shall apply the funds credited as of such date under the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of Company Common Stock in accordance with the terms of the Company ESPP. Immediately prior to and effective as of the Designated Date (and subject to the consummation of the Merger), the Company shall terminate the Company ESPP.

(a) Parent agrees that, subject to any necessary transition period and subject to any applicable plan provisions, contractual requirements or Legal Requirements: (i) all employees of the Symyx Corporations who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall be eligible to participate in Parent’s health, vacation and 401(k) plans, to substantially the same extent as similarly situated employees of Parent; and (ii) for purposes of determining a Continuing Employee’s eligibility to participate in such plans (but not for purposes of benefit accrual), such Continuing Employee shall receive credit under such plans for his or her years of continuous service with the Symyx Corporations prior to the Effective Time.

(b) Nothing in this Section 5.5 or elsewhere in this Agreement shall be construed to create a right in any Company Associate to employment with Parent, the Surviving Corporation or any other Subsidiary of Parent. No provision in this Agreement shall modify or amend any other agreement, plan, program of document (including any Company Employee Plan or Company Option Plan) unless this Agreement explicitly states that agreement, plan, program of document (including any Company Employee Plan or Company Option Plan) shall be so modified or amended. Except for Company Indemnified Persons (as defined in Section 5.6(a)) to the extent of their respective rights pursuant to Section 5.6, no Company Associate, and no Continuing Employee, shall be deemed to be a third party beneficiary of this Agreement. No Parent Associate shall be deemed to be a third party beneficiary of this Agreement.

(c) If requested in writing by Parent at least five days prior to the Closing, the Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the Designated Date, any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (a “Company 401(k) Plan”). If the Company is required to terminate any Company 401(k) Plan, then the Company shall provide to Parent prior to the Closing Date written evidence of the adoption by the Company Board of resolutions authorizing the termination of such Company 401(k) Plan (the form and substance of which resolutions shall be subject to the prior review and approval of Parent). The Company also shall take, prior to the Effective Time, such other actions in furtherance of terminating such Company 401(k) Plan as Parent may reasonably request.

(d) With respect to each “employee benefit plan” as defined in Section 3(3) of ERISA and each vacation and severance plan (that is not an “employee benefit plan” as defined in Section 3(3) of ERISA) maintained by Parent or any Subsidiary of Parent (collectively, the “Parent Benefit Plans”) in which any Continuing Employee will participate after the Effective Time, Parent shall use commercially reasonable efforts to, or shall cause the Surviving Corporation to use commercially reasonable efforts to, recognize all service of the Continuing Employees with the Company or a Subsidiary, as the case may be, for purposes of eligibility, vesting and participation (but not for benefit accrual purposes), in any such Parent Benefit Plan. In addition, Parent shall use commercially reasonable efforts to, or shall cause the Surviving Corporation to use commercially reasonable efforts to: (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Parent Benefit Plan that is a welfare benefit plan in which such Continuing Employees may be eligible to participate after the Effective Time, other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied or waived as of the Effective Time under any welfare benefit plan maintained for the Continuing Employees immediately prior to the Effective Time; and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any Parent Benefit Plan that is a welfare plans in which such Continuing Employees may be eligible to participate after the Effective Time.

(e) To the extent any employee notification or consultation requirements are imposed by applicable Legal Requirements with respect to any of the Contemplated Transactions, the Company shall

cooperate with Parent to ensure that such requirements are complied with prior to the Effective Time. Prior to the Effective Time, the Company shall not, and shall ensure that its Subsidiaries and the respective Representatives of the Symyx Corporations do not, communicate with any employees of the Symyx Corporations regarding post-Closing employment matters, including post-Closing employee benefits and compensation, without the prior written approval of Parent, which approval shall not be unreasonably withheld.

(i) All rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “Company Indemnified Persons”) for their acts and omissions as directors and officers of the Company occurring prior to the Effective Time, as provided in the Company’s certificate of incorporation or bylaws (as in effect as of the date of this Agreement) and as provided in any indemnification agreements between the Company and said Company Indemnified Persons (as in effect as of the date of this Agreement) identified in Part 2.10(a)(iv) of the Company Disclosure Schedule, shall survive the Merger and be observed by the Surviving Corporation to the fullest extent permitted by Delaware law for a period of six years from the date on which the Merger becomes effective.

(ii) From the Effective Time until the sixth anniversary of the date on which the Merger becomes effective, the Surviving Corporation shall maintain in effect, for the benefit of the Company Indemnified Persons with respect to their acts and omissions as directors and officers of the Company occurring prior to the Effective Time, the existing policy of directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement in the form delivered or Made Available by the Company to Parent prior to the date of this Agreement (the “Company Existing D&O Policy”), to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided, however, that: (i) the Surviving Corporation may substitute for the Company Existing D&O Policy a policy or policies of comparable coverage; and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Company Existing D&O Policy (or for any substitute policies) in excess of $848,000 (the “Company Maximum Premium”). In the event any future annual premiums for the Company Existing D&O Policy (or any substitute policies) exceed the Company Maximum Premium, the Surviving Corporation shall be entitled to reduce the amount of coverage of the Company Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Company Maximum Premium.

(b) This Section 5.6 is intended to be for the benefit of, and shall be enforceable by, the Company Indemnified Persons, their heirs and personal representatives and shall be binding on the Parent, the Surviving Corporation and their successors and assigns, and may not be amended, altered or repealed after the Effective Time without the prior written consent of the affected Company Indemnified Person (provided that such amendment, alteration or repeal prior to the Effective Time shall be governed by Section 9.1). In the event that the Parent or the Surviving Corporation or any of their successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or the Parent (as the case may be) honor the indemnification obligations set forth in this Section 5.6.

(a) Each party shall use reasonable best efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the Merger and the other Contemplated Transactions, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly (and in any event within 10 days) after the date of this Agreement, prepare

and file the notifications required under any Legal Requirement that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”) in connection with the Merger. The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings with any Governmental Body required to be made pursuant to any Antitrust Laws (including the HSR Act) (the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Body in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Bodies in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Bodies for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, any Legal Requirements, including the requirements of the HSR Act. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the Company or Parent, as the case may be, will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Body such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to the Merger or any of the other Contemplated Transactions, keep the other party reasonably informed as to the status of any such Legal Proceeding or threat, and in connection with any such Legal Proceeding, each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any such Legal Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding.

(b) Subject to Section 5.7(c), Parent and the Company shall each use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the Merger and make effective the other Contemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.7(c), each party to this Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other Contemplated Transactions; (ii) shall use best reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger or any of the other Contemplated Transactions; and (iii) shall use reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger. The Company and Parent shall each furnish to the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. In addition, each of the parties hereto shall consult with the other with respect to, provide any necessary information with respect to and provide the other (or its counsel) copies of, all filings made by such party with any third party (including any Governmental Body) or any other information supplied by such party to a third party in connection with this Agreement and the other Contemplated Transactions.

(c) Notwithstanding anything to the contrary contained in this Section 5.7, neither Parent, Merger Sub or the Company shall have any obligation under this Agreement to divest or agree to divest (or cause any of its Subsidiaries to divest or agree to divest) any of its respective material businesses, material product lines or material assets, or to take or agree to take (or cause any of its Subsidiaries to take or agree to take) any other material action or agree (or cause any of its Subsidiaries to agree) to any material limitation or material restriction on any of its respective material businesses, material product lines or material assets.

5.8 Disclosure. Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statement, and the Company shall consult with Parent and consider the views and comments of Parent before any of the Symyx Corporations or any of their Representatives sends any emails or other documents to the Company Associates generally or otherwise communicate with the Company Associates generally, with respect to the Merger or any of the other Contemplated Transactions. Notwithstanding the foregoing: (i) each party may, without such consultation or consent, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal

announcements to employees, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (ii) a party may, without the prior consent of the other party hereto, issue any such press release or make any such public announcement or statement as may be required by Legal Requirement or the rules and regulations of the NASDAQ Global Market if it first notifies and consults with the other party hereto prior to issuing any such press release or making any such public announcement or statement; (iii) the Company need not consult with Parent in connection with any press release, public statement or filing to be issued or made with respect to any Company Acquisition Proposal, Company Superior Offer or Company Change in Recommendation; and (iv) Parent need not consult with the Company in connection with any press release, public statement or filing to be issued or made with respect to any Parent Acquisition Proposal, Parent Superior Offer or Parent Change in Recommendation.

5.9 Tax Matters. Prior to the filing of the Form S-4 Registration Statement, the Company and Parent shall execute and deliver to Cooley Godward Kronish LLP and to Paul, Hastings, Janofsky & Walker LLP tax representation letters in customary form. To the extent requested by Parent or the Company, each of Parent, Merger Sub and the Company shall confirm to Cooley Godward Kronish LLP and to Paul, Hastings, Janofsky & Walker LLP the accuracy and completeness as of the Effective Time of the tax representation letters delivered pursuant to the immediately preceding sentence. Following the delivery of the tax representation letters pursuant to the first sentence of this Section 5.9: (a) Parent shall use commercially reasonable efforts to cause Paul, Hastings, Janofsky & Walker LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and (b) the Company shall use commercially reasonable efforts to cause Cooley Godward Kronish LLP to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the tax representation letters referred to in this Section 5.9.

5.10 Listing. Parent shall use reasonable best efforts to cause the shares of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of assumed and converted Company Options, to be approved for listing (subject to notice of issuance) on the NASDAQ Global Market at or prior to the Effective Time.

5.11 Resignation of Officers and Directors. The Company shall use its commercially reasonable efforts to obtain and deliver to Parent at or prior to the Effective Time the resignation of each officer and director of each of the Symyx Corporations.

5.12 Board of Directors of the Combined Company; Management of the Combined Company.

(a) The parties shall take all actions necessary to ensure that effective immediately following the Effective Time, the Parent Board shall consist of the following members, each to be in the class identified below and to hold office from and after the Effective Time until the earliest of appointment of his or her respective successor, resignation or proper removal: (a) Class I directors shall consist of Jeffrey Rodeck, Larry Ferguson and Steven Goldby; (b) Class II directors shall consist of Max Carnecchia, Christopher Steffen and Timothy Harkness; and (c) Class III shall consist of Ken Coleman, Ricardo Levy, Chris van Ingen and Bruce Pasternack.

(b) The parties shall take all actions necessary to ensure that effective immediately following the Effective Time, Max Carnecchia shall be the Chief Executive Officer of Parent and Michael Piraino shall be the Senior Vice President and Chief Financial Officer of Parent.

5.13 Section 16 Matters. Subject to the following sentence, prior to the Effective Time, Parent and the Company shall take all such steps as may be required (to the extent permitted under applicable Legal Requirements and no-action letters issued by the SEC) to cause any dispositions of Company Common Stock

(including derivative securities with respect to Company Common Stock) resulting from the Contemplated Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, and the acquisition of Parent Common Stock (including derivative securities with respect to Parent Common Stock) by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent, to be exempt under Rule 16b-3 under the Exchange Act. At least 30 days prior to the Closing Date, the Company shall furnish the following information to Parent for each individual who, immediately after the Effective Time, will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent: (a) the number of shares of Company Common Stock held by such individual and expected to be exchanged for shares of Parent Common Stock pursuant to the Merger; (b) the number of Company Options and Company RSUs held by such individual and expected to be converted into options and/or restricted stock units to purchase or rights to be issued shares of Parent Common Stock in connection with the Merger; and (c) the number of other derivative securities (if any) with respect to Company Common Stock held by such individual and expected to be converted into shares of Parent Common Stock or derivative securities with respect to Parent Common Stock in connection with the Merger.

5.14 Affiliates. The Company shall deliver to Parent a letter identifying all known “affiliates” of the Company pursuant to Rule 145 of the Securities Act, and thereafter the Company shall use its commercially reasonable efforts to obtain a written agreement, in form and substance reasonably satisfactory to Parent, from each Person who may be so deemed as soon as practicable, and in any event within 30 days prior to the Closing.

5.15 Obligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and, after the Effective Time, the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement.

The obligations of Parent and Merger Sub to cause the Merger to be effected and otherwise cause the Contemplated Transactions to be consummated are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a) Each of the Company Designated Representations shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.

(b) Each of the representations and warranties of the Company (other than the Company Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that: (i) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Company Material Adverse Effect.

6.2 Performance of Covenants. The covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

6.3 Effectiveness of Registration Statement. The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act; no stop order shall have been issued by the SEC and shall remain in effect with respect to the Form S-4 Registration Statement; and no proceeding seeking such a stop order shall have been initiated by the SEC and remain pending or shall be threatened by the SEC.

(a) This Agreement shall have been duly adopted by the Required Company Stockholder Vote; and

(b) The Parent Proposals shall have been duly approved by the Required Parent Stockholder Vote.

6.5 Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect:

(a) a legal opinion of Paul, Hastings, Janofsky & Walker LLP, dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that: (i) in rendering such opinion, Paul, Hastings, Janofsky & Walker LLP may rely upon the tax representation letters referred to in Section 5.9; and (ii) if Paul, Hastings, Janofsky & Walker LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Cooley Godward Kronish LLP renders such opinion to Parent); and

(b) a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company confirming that the conditions set forth in 6.1, 6.2, 6.4(a), 6.6, 6.10 and 6.11 have been duly satisfied.

6.6 No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to result in a Company Material Adverse Effect.

(a) Any waiting period applicable to the consummation of the Merger under any applicable Antitrust Law (including the HSR Act) shall have expired or been terminated.

(b) Any Governmental Authorization or other Consent required to be obtained with respect to the Merger under any applicable Antitrust Law or other Legal Requirement shall have been obtained and shall remain in full force and effect (other than any such Governmental Authorization or Consent under other Legal Requirements, the failure to obtain which would not reasonably be expected to result in a Company Material Adverse Effect or a Parent Material Adverse Effect).

6.8 Listing. The shares of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of assumed and converted Company Options, shall have been approved for listing (subject to notice of issuance) on the NASDAQ Global Market.

6.9 No Restraints. No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal.

6.10 No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) relating to the Merger or the other Contemplated Transaction and that would reasonably be expected to materially and adversely affect the right or ability of Parent to own any of the material assets or materially limit the operation of the business of any of the Symyx Corporations; (d) seeking to compel any of the Symyx Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or material business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Symyx Corporations.

6.11 Current SEC Reports. The Company shall have filed all statements, reports, schedules, forms, exhibits, and other documents required to be filed pursuant to Section 13(a) of the Exchange Act with the SEC since the date of this Agreement.

6.12 FIRPTA Matters. The Company shall have delivered to Parent a statement described in Section 1.1445-2(c)(3)(i) of the United States Treasure Regulations certifying the interests in the Company are not U.S. real property interests.

The obligation of the Company to effect the Merger and otherwise consummate the Contemplated Transactions is subject to the satisfaction, at or prior to the Closing, of the following conditions:

(a) Each of the Parent Designated Representations shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all material respects as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (i) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (ii) any update of or modification to the Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.

(b) Each of the representations and warranties of Parent and Merger Sub (other than the Parent Designated Representations) shall have been accurate in all respects as of the date of this Agreement and shall be accurate in all respects as of the Closing Date as if made on and as of the Closing Date (except for any such representations and warranties made as of a specific date, which shall have been accurate in all respects as of such date); provided, however, that: (i) for purposes of determining the accuracy of such representations and warranties as of the foregoing dates: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded; and (ii) any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have or result in, a Parent Material Adverse Effect.

7.2 Performance of Covenants. The covenants and obligations in this Agreement that Parent and Merger Sub are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

7.3 Effectiveness of Registration Statement. The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act; no stop order shall have been issued by the SEC and shall remain in effect with respect to the Form S-4 Registration Statement; and no proceeding seeking such a stop order shall have been initiated by the SEC and remain pending or shall be threatened by the SEC.

(a) This Agreement shall have been duly adopted by the Required Company Stockholder Vote; and

(b) The Parent Proposals shall have been duly approved by the Required Parent Stockholder Vote.

(a) a legal opinion of Cooley Godward Kronish LLP, dated as of the Closing Date and addressed to the Company, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that: (i) in rendering such opinion, Cooley Godward Kronish LLP may rely upon the tax representation letters referred to in Section 5.9; and (ii) if Cooley Godward Kronish LLP does not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed to be satisfied if Paul, Hastings, Janofsky & Walker LLP renders such opinion to the Company); and

(b) a certificate executed by an executive officer of Parent confirming that the conditions set forth in Sections 7.1, 7.2, 7.4(b), 7.6, 7.10 and 7.11 have been duly satisfied.

7.6 No Parent Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect which has not been cured, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, would reasonably be expected to result in a Parent Material Adverse Effect.

(a) Any waiting period applicable to the consummation of the Merger under any applicable Antitrust Law (including the HSR Act) shall have expired or been terminated.

7.8 Listing. The shares of Parent Common Stock to be issued in the Merger, including the Parent Common Stock to be issued upon the exercise of assumed and converted Company Options, shall have been approved for listing (subject to notice of issuance) on the NASDAQ Global Market.

7.9 No Restraints. No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction or other Governmental Body and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal.

7.10 No Governmental Litigation. There shall not be pending or overtly threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party: (a) challenging or seeking to restrain, prohibit, rescind or unwind the consummation of the Merger or any of the other Contemplated

Transactions; (b) seeking to prohibit or limit in any material respect Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; (c) that would reasonably be expected to materially and adversely affect the right or ability of Parent or any of the Symyx Corporations to own any of the material assets or materially limit the operation of the business of any of the Symyx Corporations; (d) seeking to compel any of the Symyx Corporations, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets or material business as a result of the Merger or any of the other Contemplated Transactions; or (e) relating to the Merger or the other Contemplated Transactions and seeking to impose (or that would reasonably be expected to result in the imposition of) any criminal sanctions or criminal liability on Parent or any of the Symyx Corporations.

7.11 Current SEC Reports. Parent shall have filed all statements, reports, schedules, forms and other documents required to be filed pursuant to Section 13(a) of the Exchange Act with the SEC since the date of this Agreement.

8.1 Termination. This Agreement may be terminated prior to the Effective Time (whether before or after adoption of this Agreement by the Company’s stockholders and whether before or after approval of the issuance of shares of Parent Common Stock in the Merger by Parent’s stockholders):

(b) by either Parent or the Company if the Merger shall not have been consummated by December 31, 2010 (the “End Date”); provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) if the failure to consummate the Merger by the End Date is attributable to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to the Effective Time;

(c) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger;

(d) by either Parent or the Company if: (i) the Company Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and the Company’s stockholders shall have taken a final vote on a proposal to adopt this Agreement; and (ii) this Agreement shall not have been adopted at the Company Stockholders’ Meeting (and shall not have been adopted at any adjournment or postponement thereof) by the Required Company Stockholder Vote; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(d) if the failure to have this Agreement adopted by the Required Company Stockholder Vote is attributable to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to the Effective Time;

(e) by either Parent or the Company if: (i) the Parent Stockholders’ Meeting (including any adjournments and postponements thereof) shall have been held and completed and Parent’s stockholders shall have taken a final vote on the Parent Proposals; and (ii) any of the Parent Proposals shall not have been approved at the Parent Stockholders’ Meeting (and shall not have been approved at any adjournment or postponement thereof) by the Required Parent Stockholder Vote; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(e) if the failure to have the Parent Proposals approved by the Required Parent Stockholder Vote is attributable to a failure on the part of such party to perform any covenant or obligation in this Agreement required to be performed by such party at or prior to the Effective Time;

(f) by Parent (at any time prior to the adoption of this Agreement by the Required Company Stockholder Vote) if a Company Triggering Event shall have occurred;

(g) by the Company (at any time prior to the approval of the Parent Proposals by the Required Parent Stockholder Vote) if a Parent Triggering Event shall have occurred;

(h) by Parent if: (i) any of the Company’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in either case, such that the condition set forth in Section 6.1(a) or the condition set forth in Section 6.1(b) would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded); or (ii) any of the Company’s covenants or obligations contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that, for purposes of clauses “(i)” and “(ii)” above, if an inaccuracy in any of the Company’s representations and warranties (as of the date of this Agreement or as of a date subsequent to the date of this Agreement) or a breach of a covenant or obligation by the Company is curable by the Company within 45 days of the date Parent gives the Company notice of such inaccuracy or breach and the Company is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then Parent may not terminate this Agreement under this Section 8.1(h) on account of such inaccuracy or breach unless such inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that Parent gives the Company notice of such inaccuracy or breach; or

(i) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in either case, such that the condition set forth in Section 7.1(a) or the condition set forth in Section 7.1(b) would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any subsequent date: (A) all materiality qualifications limiting the scope of such representations and warranties shall be disregarded; and (B) any update of or modification to the Parent Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded); or (ii) any of Parent’s covenants or obligations contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that, for purposes of clauses “(i)” and “(ii)” above, if an inaccuracy in any of Parent’s representations and warranties (as of the date of this Agreement or as of a date subsequent to the date of this Agreement) or a breach of a covenant or obligation by Parent is curable by Parent by within 45 days of the date the Company gives Parent notice of such inaccuracy or breach and Parent is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then the Company may not terminate this Agreement under this Section 8.1(i) on account of such inaccuracy or breach unless such inaccuracy or breach shall remain uncured for a period of 30 days commencing on the date that the Company gives Parent notice of such inaccuracy or breach.

8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect; provided, however, that: (i) this Section 8.2, Section 8.3 and Section 9 shall survive the termination of this Agreement and shall remain in full force and effect; (ii) the Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect in accordance with its terms; and (iii) the termination of this Agreement shall not relieve any party from any liability for any material inaccuracy in or breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement.

(a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions shall be paid by the party incurring such expenses, whether or not the Merger is consummated; provided, however, that Parent and the Company shall share equally all fees and

expenses, other than attorneys’ fees, incurred in connection with: (i) the filing, printing and mailing of the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus and any amendments or supplements thereto; and (ii) the filing by the parties hereto of any notice or other document under any applicable antitrust or competition Legal Requirement.

(b) If this Agreement is terminated: (i) by Parent pursuant to Section 8.1(f); or (ii) by Parent or the Company pursuant to Section 8.1(d), and in the case of clause “(ii)” of this sentence either: (A) (1) at or prior to the time of the termination of this Agreement a Company Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made and shall not have been withdrawn; and (2) on or prior to the first anniversary of such termination of this Agreement, either: (x) a Company Acquisition Transaction is consummated; or (y) a definitive agreement relating to a Company Acquisition Transaction is entered into by a Symyx Corporation, or (B) a Company Triggering Event shall have occurred prior to the date of termination, then the Company shall pay to Parent, in cash at the time specified in the following sentence, a nonrefundable fee in the amount of $7,500,000 (the “Company Termination Fee”). The Company Termination Fee shall be paid as follows: (x) in the case of clause “(i)” or “(ii)(B)” of the preceding sentence, within two business days after termination of this Agreement; and (y) in the case of clause “(ii)(A)” of the preceding sentence, within two business days after the first to occur of the consummation of the Company Acquisition Transaction or the entering into by a Symyx Corporation of the definitive agreement related thereto.

If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall pay to Parent in cash within two business days after the termination of this Agreement the amount of $1,000,000 in respect of Parent’s expenses in connection with this Agreement, which shall be credited against the fees payable pursuant to this Section 8.3(b), if any.

(c) If this Agreement is terminated: (i) by the Company pursuant to Section 8.1(g); or (ii) by Parent or the Company pursuant to Section 8.1(e), and in the case of clause “(ii)” of this sentence either: (A) (1) at or prior to the time of the termination of this Agreement a Parent Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made and shall not have been withdrawn; and (2) on or prior to the first anniversary of such termination of this Agreement, either: (x) a Parent Acquisition Transaction is consummated; or (y) a definitive agreement relating to a Parent Acquisition Transaction is entered into by an Accelrys Corporation, or (B) a Parent Triggering Event shall have occurred prior to the date of termination, then Parent shall pay to the Company, in cash at the time specified in the following sentence, a nonrefundable fee in the amount of $7,500,000 (the “Parent Termination Fee”). The Parent Termination Fee shall be paid as follows: (x) in the case of clause “(i)” or “(ii)(B)” of the preceding sentence, within two business days after termination of this Agreement; and (y) in the case of clause “(ii)(A)” of the preceding sentence, within two business days after the first to occur of the consummation of the Parent Acquisition Transaction or the entering into by an Accelrys Corporation of the definitive agreement related thereto.

If this Agreement is terminated by Parent or the Company pursuant to Section 8.1(e), then Parent shall pay to the Company in cash within two business days after the termination of this Agreement the amount of $1,000,000 in respect of the Company’s expenses in connection with this Agreement, which shall be credited against the fees payable pursuant to this Section 8.3(c), if any.

(d) Any fee due under this Section 8.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by the receiving party to the paying party. If a party fails to pay when due any amount payable by such party under this Section 8.3, then: (i) such party shall reimburse the other party for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the other party of its rights under this Section 8.3; and (ii) such party shall pay to the other party interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to the other party in full) at a rate per annum equal to the lower of: (i) 350 basis points over the “prime rate” (as announced by Citibank, N.A. or any successor thereto) in effect on the date such overdue amount was originally required to be paid; or (ii) the maximum rate permitted by applicable Legal Requirements.

9.1 Amendment. This Agreement may be amended with the approval of the respective boards of directors of the Company and Parent at any time (whether before or after the adoption of this Agreement by the Company’s stockholders and whether before or after approval of the Parent Proposals by Parent’s stockholders); provided, however, that: (a) after any such adoption of this Agreement by the Company’s stockholders, no amendment shall be made which by applicable Legal Requirements requires further approval of the stockholders of the Company without the further approval of such stockholders; and (b) after any such approval of the Parent Proposals by Parent’s stockholders, no amendment shall be made which by law or regulation of the NASDAQ Global Market requires further approval of Parent’s stockholders without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(a) No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(b) No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

9.3 No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

9.4 Entire Agreement; Counterparts; Exchanges by Facsimile. This Agreement and the other agreements referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its terms (it being understood that no provision in the Confidentiality Agreement shall limit any party’s rights or remedies in the case of fraud). This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

9.5 Applicable Law; Jurisdiction; Specific Performance; Remedies. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

9.6 Disclosure Schedules. The Company Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section 2. The Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section 3. For purposes of this Agreement: (a) each statement or other item of information set forth in the Company Disclosure Schedule shall be deemed to be a representation and warranty made by the Company in Section 2; and (b) each statement or other item of information set forth in the Parent Disclosure Schedule shall be deemed to be a representation and warranty made by Parent in Section 3. The Company Disclosure Schedule and Parent Disclosure Schedule shall each be delivered as of the date hereof, and no amendments or modifications thereto shall be made. Any purported update or modification to the Company Disclosure Schedule or Parent Disclosure Schedule after the date hereof shall be disregarded.

9.7 Attorneys’ Fees. In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties hereunder, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.

9.8 Assignability; No Third Party Rights. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any party’s rights or obligations hereunder may be assigned or delegated by such party without the prior written consent of the other parties, and any attempted assignment or delegation of this Agreement or any of such rights or obligations by any party without the prior written consent of the other parties shall be void and of no effect. Except as specifically provided in Section 5.6, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.9 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent by nationally recognized overnight air courier (such as Federal Express), two business days after mailing; (c) if sent by facsimile transmission before 5:00 p.m. Pacific Time, when transmitted and receipt is confirmed; (d) if sent by facsimile transmission after 5:00 p.m. Pacific Time and receipt is confirmed, on the following business day; and (e) if otherwise actually personally delivered, when delivered, provided that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any party shall provide by like notice to the other parties to this Agreement:

9.10 Cooperation. The Company agrees to cooperate fully with Parent and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by Parent to evidence or reflect the Contemplated Transactions and to carry out the intent and purposes of this Agreement.

9.11 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

(a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits or Schedules to this Agreement.

(e) The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

Accelrys Corporations. “Accelrys Corporations” shall mean: (a) Parent; and (b) each of Parent’s Subsidiaries.

Active Company Product. “Active Company Product” shall mean any Company Product except for each of the following: (a) each Company Product relating solely to the HPR Business; and (b) each Company Product and each Company Product Software that was sold to Freeslate pursuant to the HPR Transaction Agreements to the extent such Company Product or Company Product Software is not material to the Company’s business as conducted immediately prior to the Effective Time.

Active Company Product Software. “Active Company Product Software” shall mean any Company Product Software except for each of the following: (a) each Company Product Software relating solely to the HPR Business; and (b) each Company Product Software that was sold to Freeslate pursuant to the HPR Transaction Agreements to the extent such Company Product Software is not material to the Company’s business as conducted immediately prior to the Effective Time.

COBRA. “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

Code. “Code” shall mean the United States Internal Revenue Code of 1986, as amended.

Company Acquisition Proposal. “Company Acquisition Proposal” shall mean any inquiry, indication of interest, request for nonpublic, information offer or proposal (other than any of the foregoing made or submitted by Parent or Merger Sub) contemplating or otherwise relating to or that would reasonably be expected to lead to any Company Acquisition Transaction.

Company Acquisition Transaction. “Company Acquisition Transaction” shall mean any transaction or series of transactions (other than the Contemplated Transactions) involving:

(a) any merger, exchange, consolidation, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, takeover offer, tender offer, exchange offer or other similar transaction: (i) in which the Company or any of its Subsidiaries is a constituent corporation and which would result in a third party beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its Subsidiaries; (ii) in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 15% of the outstanding securities of any class of voting securities of the Company or any of its Subsidiaries; or (iii) in which the Company or any of its Subsidiaries issues securities representing more than 15% of the outstanding securities of any class of voting securities of the Company or any of its Subsidiaries;

(b) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 15% or more of the consolidated net revenues, consolidated net income or consolidated assets of the Company or any of its Subsidiaries; or

(c) any liquidation or dissolution of the Company or any of its Subsidiaries.

Company Affiliate. “Company Affiliate” shall mean any Person under common control with any of the Symyx Corporations within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder; for the avoidance of doubt Freeslate, Inc. (formerly known as HPR Global, Inc.) shall not be considered a Company Affiliate.

Company Associate. “Company Associate” shall mean any current or former officer or other employee, or current or former independent contractor, consultant or director, of or to any of the Symyx Corporations or any Company Affiliate.

Company Audited Balance Sheet. “Company Audited Balance Sheet” shall mean the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2009 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Company Board. “Company Board” shall mean the Company’s board of directors.

Company Common Stock. “Company Common Stock” shall mean the Common Stock, $0.001 par value per share, of the Company.

Company Contract. “Company Contract” shall mean any Contract: (a) to which any of the Symyx Corporations is a party; (b) by which any of the Symyx Corporations or any Company IP or any other asset of any of the Symyx Corporations is or may become bound or under which any of the Symyx Corporations has, or may become subject to, any obligation; or (c) under which any of the Symyx Corporations has or may acquire any right or interest.

Company Designated Representations. “Company Designated Representations” shall mean the representations and warranties set forth in Sections 2.3(a), 2.3(c), 2.3(e), 2.21, 2.22, 2.23 and 2.26.

Company Disclosure Schedule. “Company Disclosure Schedule” shall mean the Company Disclosure Schedule that has been prepared by the Company in accordance with the requirements of Section 9.6 of the Agreement and that has been delivered by the Company to Parent on the date of the Agreement.

Company Employee. “Company Employee” shall mean any director or any officer or other employee of any of the Symyx Corporations.

Company Employee Agreement. “Company Employee Agreement” shall mean each management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Symyx Corporations or any Company Affiliate; and (b) any Company Associate, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable law) without any obligation on the part of any Symyx Corporation or any Company Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.

Company Employee Plan. “Company Employee Plan” shall mean each plan, program, policy, practice or Contract (including any Company Foreign Plan) providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits, change in control payments, sick pay, paid time off, vacation pay, retirement benefits or other benefits or remuneration of any kind, whether or not in writing and whether or not funded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan): (a) that is or has been maintained or contributed to, participated in, established by, sponsored, or required to be maintained or contributed to, participated in, established by, sponsored, by any of the Symyx Corporations or any Company Affiliate for the benefit of any Company Associate; or (b) with respect to which any of the Symyx Corporations or any Company Affiliate has or may incur or become subject to any liability or obligation; provided, however, that a Company Employee Agreement shall not be considered a Company Employee Plan.

Company Equity Award. “Company Equity Award” shall mean any form of compensation (including deferred compensation) that is or may be paid or settled in Company Common Stock.

Company Foreign Plan. “Company Foreign Plan” shall mean any: (a) plan, program, policy, practice, Contract or other arrangement of any Symyx Corporation mandated by a Governmental Body outside the

United States; (b) Company Employee Plan that is subject to any of the Legal Requirements of any jurisdiction outside the United States; or (c) Company Employee Plan that covers or has covered any Company Associate whose services are or have been performed primarily outside the United States.

Company IP. “Company IP” shall mean: (a) all Intellectual Property Rights in or to the Active Company Products and all Intellectual Property Rights in or to Active Company Product Software; and (b) all other Intellectual Property Rights and Intellectual Property with respect to which any of the Symyx Corporations has (or purports to have) an ownership interest or an exclusive license or similar exclusive right, except for each Intellectual Property Rights and Intellectual Property: (i) relating solely to the HPR Business; and (ii) that was sold to Freeslate pursuant to the HPR Transaction Agreements to the extent such Intellectual Property Rights and Intellectual Property are not material to the Company’s business as conducted immediately prior to the Effective Time.

Company Material Adverse Effect. “Company Material Adverse Effect” shall mean any effect, change, claim, event or circumstance (collectively, “Effect”) that, considered together with all other Effects, is or would reasonably be expected to be or to become materially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on: (a) the business, financial condition or results of operations of the Symyx Corporations taken as a whole; provided, however, that, in no event shall any Effects resulting from any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has occurred, a Company Material Adverse Effect: (i) conditions generally affecting the industries in which the Company participates or the U.S. or global economy as a whole, to the extent that such conditions do not have a disproportionate impact on the Symyx Corporations taken as a whole; (ii) general conditions in the financial markets, and any changes therein (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events), to the extent that such conditions do not have a disproportionate impact on the Symyx Corporations, taken as a whole; (iii) changes in the trading price or trading volume of Company Common Stock (it being understood, however, that except as otherwise provided in clauses “(i),” “(ii),” “(iv),” “(v)” or “(vii)” of this sentence, any Effect giving rise to or contributing to such changes in the trading price or trading volume of Company Common Stock may give rise to a Company Material Adverse Effect and may be taken into account in determining whether a Company Material Adverse Effect has occurred); (iv) changes in GAAP (or any interpretations of GAAP) applicable to Company or any of its Subsidiaries; (v) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, in and of itself (it being understood, however, that, except as otherwise provided in clauses “(i),” “(ii),” “(iii),” “(iv)” or “(vi)” of this sentence, any Effect giving rise to or contributing to any such failure may give rise to a Company Material Adverse Effect and may be taken into account in determining whether a Company Material Adverse Effect has occurred); or (vi) loss of employees, suppliers or customers (including customer orders or Contracts) resulting directly from the announcement or pendency of this Agreement or the Contemplated Transactions; or (b) the ability of the Company to consummate the Merger or any of the other Contemplated Transactions or to perform any of its covenants or obligations under the Agreement; or (c) Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation or to exercise its rights under the Agreement or any of the Company Stockholder Voting Agreements.

Company Option Plans. “Company Option Plans” shall mean: (a) the Company’s 2007 Stock Incentive Plan; (b) 2003 IntelliChem Option Plan, as amended; (c) the Company’s 2001 Nonstatutory Stock Option Plan; (d) 2000 Synthematix Equity Plan; and (e) the Company’s 1997 Stock Plan, as amended.

Company Options. “Company Options” shall mean options to purchase shares of Company Common Stock from the Company (whether granted by the Company pursuant to the Company Option Plans, assumed by the Company or otherwise).

Company Pension Plan. “Company Pension Plan” shall mean each: (a) Company Employee Plan that is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA (whether or not ERISA is applicable to such plan); or (b) other occupational pension plan, including any final salary or money purchase plan.

Company Preferred Stock. “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

Company Product. “Company Product” shall mean any product or service: (a) developed, manufactured, marketed, distributed, offered, provided, leased, licensed or sold, directly or indirectly, by or on behalf of any Symyx Corporation since January 1, 2008 period preceding the date of this Agreement or for which any Symyx Corporation has any support or maintenance obligations; or (b) currently under development by or for any Symyx Corporation (whether or not in collaboration with another Person).

Company Product Software. “Company Product Software” shall mean any software (regardless of whether such software is owned by a Symyx Corporation or licensed to a Symyx Corporation by a third party) contained or included in or provided with any Company Product or used in the development, manufacturing, maintenance, repair, support, testing or performance of any Company Product.

Company RSU. “Company RSU” shall mean each restricted stock unit representing the right to vest in and be issued shares of Company Common Stock by the Company, whether granted by the Company pursuant to a Company Option Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

Company Source Code. “Company Source Code” shall mean any source code, or any portion, aspect or segment of any source code, relating to any Intellectual Property owned by or licensed to any of the Symyx Corporations or otherwise used by any of the Symyx Corporations, including the Company Product Software, but excluding any Intellectual Property relating to or used in the HPR Business.

Company Superior Offer. “Company Superior Offer” shall mean a bona fide written Company Acquisition Proposal made by a third party, that is determined by the Company Board, in its good faith judgment, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, and after taking into account all legal, regulatory, financial and other aspects of the proposal, including the likelihood and anticipated timing of consummation, to be more favorable from a financial point of view to the Company’s stockholders than the Merger determined on a basis of long-term value; provided, however, that for purposes of this definition of “Company Superior Offer,” the defined term “Company Acquisition Proposal” shall have the meaning assigned to such term herein, except that all references to “15%” contained in the definition of “Company Acquisition Transaction” when it is used in the definition of Company Acquisition Proposal shall be deemed to be a reference to “50%.”

Company Triggering Event. A “Company Triggering Event” shall be deemed to have occurred if: (a) the Company Board shall have failed to recommend that the Company’s stockholders vote to adopt the Agreement, or shall have withdrawn or shall have modified in a manner adverse to Parent the Company Board Recommendation; (b) the Company shall have failed to include in the Joint Proxy Statement/Prospectus the Company Board Recommendation or a statement to the effect that the Company Board has determined and believes that the Merger is advisable to, and in the best interests of, the Company’s stockholders; (c) the Company Board fails to reaffirm the Company Board Recommendation, or fails to reaffirm its determination that the Merger is in the best interests of the Company’s stockholders, within 10 business days after Parent requests in writing that such recommendation or determination be reaffirmed; (d) the Company Board shall have approved, endorsed or recommended any Company Acquisition Proposal; (e) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Company Acquisition Proposal; (f) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not

have sent to its securityholders, within 10 business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; (g) a Company Acquisition Proposal is publicly announced, and the Company fails to issue a press release announcing its opposition to such Company Acquisition Proposal within 10 business days after such Company Acquisition Proposal is announced; or (h) the Company shall have breached in any material respect any material provision of Section 4.4(a) or Section 5.2 of the Agreement.

Company Warrant. “Company Warrant” shall mean each warrant to purchase shares of Company Common Stock (or exercisable for cash).

Confidentiality Agreement. “Confidentiality Agreement” shall mean that certain letter agreement, dated as of April 16, 2009, between the Company and Parent.

Consent. “Consent” shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

Contemplated Transactions. “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement, the Company Stockholder Voting Agreements, the Rights Agreement Amendment and the Parent Stockholder Voting Agreements.

Contract. “Contract” shall mean any written, oral or other agreement, contract, subcontract, lease, understanding, arrangement, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature.

Employment Site. “Employment Site” with respect to an Entity, shall mean each of the following: (a) each site of employment; or (b) one or more facilities or operating units within any site of employment or facility of such Entity.

Encumbrance. “Encumbrance” shall mean any lien, pledge, hypothecation, charge, mortgage, easement, encroachment, imperfection of title, title exception, title defect, right of possession, lease, tenancy license, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

Entity. “Entity” shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.

Environmental Law. “Environmental Law” shall mean any federal, state, local or foreign Legal Requirement relating to pollution worker safety, exposure of any individual to Materials of Environmental Concern or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any Legal Requirement relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern.

ERISA. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

Exchange Act. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

Form S-4 Registration Statement. “Form S-4 Registration Statement” shall mean the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

GAAP. “GAAP” shall mean generally accepted accounting principles in the United States.

Governmental Authorization. “Governmental Authorization” shall mean any: (a) permit, license, certificate, franchise, permission, variance, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body.

Freeslate. “Freeslate” shall mean Freeslate, Inc. (formerly HPR Global, Inc.).

Governmental Body. “Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal); or (d) self-regulatory organization (including the NASDAQ Global Market).

HPR Agreement. “HPR Agreement” shall mean that certain Asset Purchase Agreement, dated as of February 11, 2010, by and among Freeslate, the Company and Symyx Solutions, Inc. (“Symyx Solutions”).

HPR Business. “HPR Business” shall mean the business referred to as Symyx HPR in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, including the HPR tools business and contract research services operations.

HPR Transaction Agreements. “HPR Transaction Agreements” shall mean the following (referred to collectively): (a) that certain Software License, Services and Co-Marketing Agreement, dated March 1, 2010, by and between Symyx Solutions and Freeslate; (b) that certain Technology License Agreement, dated February 11, 2010 by and between Symyx Solutions and Freeslate; and (c) the HPR Agreement.

HSR Act. “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Intellectual Property. “Intellectual Property” shall mean algorithms, apparatus, databases, data collections, diagrams, formulae, inventions (whether or not patentable), know-how, logos, marks (including brand names, product names, logos, and slogans), methods, processes, proprietary information, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), techniques, user interfaces, URLs, web sites, works of authorship and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing, such as instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries).

Intellectual Property Rights. “Intellectual Property Rights” shall mean all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights and mask works; (b) trademark, trade name and domain name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions and reissues of, and applications for, any of the rights referred to in clauses “(a)” through “(e)” above.

Joint Proxy Statement/Prospectus. “Joint Proxy Statement/Prospectus” shall mean the joint proxy statement/prospectus to be sent to the Company’s stockholders in connection with the Company Stockholders’ Meeting and to Parent’s stockholders in connection with the Parent Stockholders’ Meeting.

Legal Proceeding. “Legal Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

Legal Requirement. “Legal Requirement” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of the NASDAQ Global Market).

Made Available. Any statement in the Agreement to the effect that any information, document or other material has been “Made Available” shall mean that: (a) with respect to information, document or other material Made Available by the Company: (i) such information, document or material was made available by the Company for review by Parent or Parent’s Representatives for a reasonable period of time prior to the execution of the Agreement in the virtual data room maintained by the Company with Merrill Data Site in connection with the transactions contemplated by the Agreement (it being understood that a document that was only made available for review in the virtual data room in the two days prior to the execution of the Agreement shall only be deemed to have been made available for a reasonable period of time if the Company shall have promptly notified Parent or its outside legal counsel in writing that such document was uploaded into the virtual data room); and (ii) Parent and Parent’s Representatives had access to such information, document or material throughout such period of time; and (b) with respect to information, document or other material Made Available by Parent: (i) such information, document or material was made available by Parent for review by the Company or the Company’s Representatives for a reasonable period of time prior to the execution of the Agreement in the virtual data room maintained by Parent with RR Donnelley in connection with the transactions contemplated by the Agreement (it being understood that a document that was only made available for review in the virtual data room in the two days prior to the execution of the Agreement shall only be deemed to have been made available for a reasonable period of time if Parent shall have promptly notified the Company or its outside legal counsel in writing that such document was uploaded into the virtual data room); and (ii) the Company and the Company’s Representatives had access to such information, document or material throughout such period of time.

Materials of Environmental Concern. “Materials of Environmental Concern” shall mean any chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is now or hereafter regulated by any Environmental Law or that is otherwise a danger to health, reproduction or the environment.

Order. “Order” shall mean any order, writ, injunction, judgment or decree.

Other Parent Proposals. “Other Parent Proposals” shall mean: (a) a proposal for the election of directors whose terms are expiring; and (b) ratification of the selection of Parent’s independent registered public accounting firm.

Parent Acquisition Proposal. “Parent Acquisition Proposal” shall mean any inquiry, indication of interest, request for nonpublic information, offer or proposal (other than any of the foregoing made or submitted by the Company) contemplating or otherwise relating to or that would reasonably be expected to lead to any Parent Acquisition Transaction.

Parent Acquisition Transaction. “Parent Acquisition Transaction” shall mean any transaction or series of transactions (other than the Contemplated Transactions) involving:

(a) any merger, exchange, consolidation, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, takeover offer, tender offer, exchange offer or other similar transaction: (i) in which Parent or any of its Subsidiaries is a constituent corporation and which would result in a third party beneficially owning 15% or more of any class of equity or voting securities of Parent or any of its Subsidiaries; (ii) in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 15% of the outstanding securities of any class of voting securities of Parent or any of its Subsidiaries; or (iii) in which Parent or any of its Subsidiaries issues securities representing more than 15% of the outstanding securities of any class of voting securities of Parent or any of its Subsidiaries;

Parent Affiliate. “Parent Affiliate” shall mean any Person under common control with any of the Accelrys Corporations within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.

Parent Associate. “Parent Associate” shall mean any current or former officer or other employee, or current or former independent contractor, consultant or director, of or to any of the Accelrys Corporations or any Parent Affiliate.

Parent Contract. “Parent Contract” shall mean any Contract: (a) to which any of the Accelrys Corporations is a party; (b) by which any of the Accelrys Corporations or any Company IP or any other asset of any of the Accelrys Corporations is or may become bound or under which any of the Accelrys Corporations has, or may become subject to, any obligation; or (c) under which any of the Accelrys Corporations has or may acquire any right or interest.

Parent Common Stock. “Parent Common Stock” shall mean the Common Stock, $0.0001 par value per share, of Parent.

Parent Designated Representations. “Parent Designated Representations” shall mean the representations and warranties set forth in Sections 3.3(a), 3.3(c), 3.3(d), 3.3(f), 3.21, 3.22, 3.23, 3.26, 3.27 and 3.28.

Parent Disclosure Schedule. “Parent Disclosure Schedule” shall mean the Parent Disclosure Schedule that has been prepared by Parent in accordance with the requirements of Section 9.6 of the Agreement and that has been delivered by Parent to the Company on the date of the Agreement.

Parent Employee. “Parent Employee” shall mean any director or any officer or any other employee of any of the Accelrys Corporations.

Parent Employee Agreement. “Parent Employee Agreement” shall mean any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Accelrys Corporations; and (b) any Parent Employee, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable law) without any obligation on the part of any Accelrys Corporation or any Parent Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.

Parent Employee Plan. “Parent Employee Plan” shall mean any plan, program, policy, practice or Contract (including any Parent Foreign Plan) providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits, change in control payments, sick pay, paid time off, vacation pay, retirement benefits or other benefits or remuneration of any kind, whether or not in writing and whether or not funded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan): (a) that is maintained or contributed to, or required to be maintained or contributed to, by any of the Accelrys Corporations for the benefit of any Parent Employee; or (b) with respect to which any of the Accelrys Corporations has or may incur or become subject to any liability or obligation; provided, however, that a Parent Employee Agreement shall not be considered a Parent Employee Plan.

Parent Equity Award. “Parent Equity Award” shall mean any form of compensation (including deferred compensation) that is or may be paid or settled in Parent Common Stock.

Parent ESPP. “Parent ESPP” shall mean Parent’s 2005 Employee Stock Purchase Plan.

Parent Foreign Plan. “Parent Foreign Plan” shall mean any: (a) plan, program, policy, practice, Contract or other arrangement of any Accelrys Corporation mandated by a Governmental Body outside the United States; (b) Parent Employee Plan that is subject to any of the Legal Requirements of any jurisdiction outside the United States; or (c) Parent Employee Plan that covers or has covered any Parent Associate whose services are or have been performed primarily outside the United States.

Parent IP. “Parent IP” shall mean: (a) all Intellectual Property Rights in or to the Parent Products and all Intellectual Property Rights in or to Parent Product Software; and (b) all other Intellectual Property Rights and Intellectual Property with respect to which any of the Accelrys Corporations has (or purports to have) an ownership interest or an exclusive license or similar exclusive right.

Parent Material Adverse Effect. “Parent Material Adverse Effect” shall mean any Effect that, considered together with all other Effects, is or would reasonably be expected to be or to become materially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on: (a) the business, financial condition or results of operations of the Accelrys Corporations taken as a whole; provided, however, that, in no event shall any Effects resulting from any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has occurred, a Parent Material Adverse Effect: (i) conditions generally affecting the industries in which Parent participates or the U.S. or global economy as a whole, to the extent that such conditions do not have a disproportionate impact on the Accelrys Corporations taken as a whole; (ii) general conditions in the financial markets, and any changes therein (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events), to the extent that such conditions do not have a disproportionate impact on the Accelrys Corporations taken as a whole; (iii) changes in the trading price or trading volume of Parent Common Stock (it being understood, however, that , except as otherwise provided in clauses “(i),” “(ii),” “(iv),” “(v)” or “(vi)” of this sentence, any Effect giving rise to or contributing to such changes in the trading price or trading volume of Parent Common Stock may give rise to a Parent Material Adverse Effect and may be taken into account in determining whether a Parent Material Adverse Effect has occurred); (iv) changes in GAAP (or any interpretations of GAAP) applicable to Parent or any of its Subsidiaries; (v) the failure to meet public estimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internal projections, forecasts or budgets of revenues, earnings or other financial metrics, in and of itself (it being understood, however, that, except as otherwise provided in clauses “(i),” “(ii),” “(iii),” “(iv)” or “(vi)” of this sentence, any Effect giving rise to or contributing to any such failure may give rise to a Parent Material Adverse Effect and may be taken into account in determining whether a Parent Material Adverse Effect has occurred); or (vi) loss of employees, suppliers or customers (including customer orders or Contracts) resulting directly from the announcement or pendency of this Agreement or the Contemplated Transactions; or (b) the ability of Parent to consummate the Merger or to perform any of its obligations under the Agreement.

Parent Material Contract. “Parent Material Contract” shall have the meaning assigned to such term in Section 3.

Parent Option Plans. “Parent Option Plans” shall mean: (a) Parent’s 1994 Incentive Stock Plan, as amended; (b) Parent’s 1995 Director Option Plan, as amended; (c) Parent’s 2000 Stock Option Plan, (d) Parent’s 2004 New Hire Equity Incentive Plan; and (e) Parent’s 2004 Stock Incentive Plan, as amended.

Parent Options. “Parent Options” shall mean options to purchase shares of Parent Common Stock from Parent (whether granted by Parent pursuant to the Parent Option Plans, assumed by Parent or otherwise).

Parent Pension Plan. “Parent Pension Plan” shall mean each: (a) Parent Employee Plan that is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA (whether or not ERISA is applicable to such plan); or (b) other occupational pension plan, including any final salary or money purchase plan.

Parent Preferred Stock. “Parent Preferred Stock” shall mean the Preferred Stock, $0.0001 par value per share, of the Parent.

Parent Product. “Parent Product” shall mean any product or service: (a) developed, manufactured, marketed, distributed, offered, provided, leased, licensed or sold, directly or indirectly, by or on behalf of any Accelrys Corporation since January 1, 2008 period preceding the date of this Agreement or for which any Accelrys Corporation has any support or maintenance obligations; or (b) currently under development by or for any Accelrys Corporation (whether or not in collaboration with another Person).

Parent Product Software. “Parent Product Software” shall mean any software (regardless of whether such software is owned by an Accelrys Corporation or licensed to an Accelrys Corporation by a third party) contained or included in or provided with any Parent Product or used in the development, manufacturing, maintenance, repair, support, testing or performance of any Parent Product.

Parent Rights Agreement. “Parent Rights Agreement” shall mean the Preferred Stock Rights Agreement, dated as of September 6, 2002, between the Parent and American Stock Transfer & Trust Company, as Rights Agent (including Exhibit A thereto, the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock).

Parent RSU. “Parent RSU” shall mean each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Option Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

Parent Source Code. “Parent Source Code” shall mean any source code, or any portion, aspect or segment of any source code, relating to any Intellectual Property owned by or licensed to any of the Accelrys Corporations or otherwise used by any of the Accelrys Corporations, including the Company Product Software.

Parent Superior Offer. “Parent Superior Offer” shall mean a bona fide written Parent Acquisition Proposal made by a third party, that is determined by the Parent Board, in its good faith judgment, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, and after taking into account all legal, regulatory, financial and other aspects of the proposal, including the likelihood and anticipated timing of consummation, to be more favorable from a financial point of view to Parent’s stockholders than the Merger determined on a basis of long-term value; provided, however, that for purposes of this definition of “Parent Superior Offer,” the defined term “Parent Acquisition Proposal” shall have the meaning assigned to such term herein, except that all references to “15%” contained in the definition of “Parent Acquisition Transaction” when it is used in the definition of Parent Acquisition Proposal shall be deemed to be a reference to “50%.”

Parent Triggering Event. A “Parent Triggering Event” shall be deemed to have occurred if: (a) the Parent Board shall have failed to recommend that Parent’s stockholders vote to approve the Parent Proposals, or shall have withdrawn or shall have modified in a manner adverse to the Company the Parent Board Recommendation; (b) Parent shall have failed to include in the Joint Proxy Statement/Prospectus the Parent Board Recommendation or a statement to the effect that the Parent Board has determined and believes that the Parent Proposals are advisable to, and in the best interests of, the Parent’s stockholders; (c) the Parent Board fails to reaffirm the Parent Board Recommendation, or fails to reaffirm its determination that the Parent Proposals are in the best interests of Parent’s stockholders, within 10 business days after the Company requests in writing that such recommendation or determination be reaffirmed; (d) the Parent Board shall have approved, endorsed or recommended any Parent Acquisition Proposal; (e) Parent shall have entered into any letter of intent or similar document or any Contract relating to any Parent Acquisition Proposal; (f) a tender or exchange offer relating to securities of Parent shall have been commenced and Parent shall not have sent to its securityholders, within 10 business days after the commencement of such tender or exchange offer, a statement disclosing that Parent recommends rejection of such tender or exchange offer; (g) a Parent Acquisition Proposal is publicly announced, and Parent fails to issue a press release announcing its opposition to such Parent Acquisition Proposal within 10 business days after such Parent Acquisition Proposal is announced; or (h) Parent shall have breached in any material respect any material provision of Section 4.4(b) or Section 5.3 of the Agreement.

Parent Unaudited Balance Sheet. “Parent Unaudited Balance Sheet” shall mean the unaudited consolidated balance sheet of Parent and its consolidated Subsidiaries as of December 31, 2009 included in Parent’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.

Parent Warrant. “Parent Warrant” shall mean each warrant to purchase shares of Parent Common Stock (or exercisable for cash).

Person. “Person” shall mean any individual, Entity or Governmental Body.

Registered IP. “Registered IP” shall mean all Intellectual Property Rights that are registered, filed or issued with, by or under the authority of any Governmental Body, including all patents, registered copyrights, registered mask works and registered trademarks and all applications for any of the foregoing.

Release. “Release” shall mean any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping or other releasing into the environment, whether intentional or unintentional.

Representatives. “Representatives” shall mean directors, officers, other employees, agents, attorneys, accountants, investment bankers, other advisors and representatives.

Sarbanes-Oxley Act. “Sarbanes-Oxley Act” shall mean the Sarbanes-Oxley Act of 2002, as it may be amended from time to time.

SEC. “SEC” shall mean the United States Securities and Exchange Commission.

Securities Act. “Securities Act” shall mean the Securities Act of 1933, as amended.

Subsidiary. An Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record: (a) an amount of voting securities of or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s board of directors or other governing body; or (b) at least 50% of the outstanding equity, voting or financial interests in such Entity.

Symyx Corporations. “Symyx Corporations” shall mean: (a) the Company; and (b) each of Company’s Subsidiaries.

Tax. “Tax” shall mean any federal, state, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, unemployment tax, national health insurance tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), tariff, customs duty, and any charge, fine, penalty or interest related to a tax, imposed, assessed or collected by or under the authority of any Governmental Body.

Tax Return. “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

The address of the registered office of the corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).

This corporation is authorized to issue only one class of stock, which shall be designated “Common Stock”. The total number of shares of Common Stock presently authorized is One Thousand (1,000), each having a par value of one-tenth of one cent ($0.001).

The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

B. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California General Corporation Law (“CGCL”)) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or through stockholder resolutions, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject, at any time or times that the corporation is subject to Section 2115(b) of the CGCL, to the limits on such excess indemnification set forth in Section 204 of the CGCL.

C. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date and at such time as the Board of Directors (the “Board”) shall fix each year.

Special meetings of the stockholders may be called at any time, either by the Board or by the Chairman of the Board. The Chairman of the Board shall call a special meeting of the stockholders whenever a request to do so is made in writing by stockholders representing a majority of the shares of the Corporation.

Written notice of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting. The notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose for which the meeting is called.

Whenever any notice is required to be given to the stockholders, a waiver thereof, in writing, signed by the stockholder entitled to such notice, whether signed before or after the time stated therein, shall be equivalent to the giving of the notice.

At any meeting of the stockholders, the holders of a majority of all of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum.

If the object of a meeting is to elect directors or take a vote of the stockholders on any proposition, the Secretary shall receive and canvass the votes given at such meeting and report the result of the meeting to the Chairman of the Board.

Any action required by these Bylaws or by the applicable state law to be taken at a meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders may be taken without a meeting without prior notice and without vote, if consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; and shall be filed with the minutes of meetings of stockholders.

The directors shall have and take entire general charge and supervision of the business and affairs of the Corporation. They may appoint one of their members as Chairman of the Board. They may also, by a resolution adopted by a majority of the Board, designate two or more directors to constitute an executive committee. The Chairman of the Board shall be a member of the executive committee.

The Board or the executive committee may appoint such officers and agents as may be necessary in the judgment of the directors or the executive committee. Any officers or agents so appointed shall be removable with or without cause by the Board or by the executive committee. Any vacancy in any office may be filled in the same manner. In the absence or disqualification of any member of the executive committee, the members of the committee present at the meeting and not disqualified from voting may by unanimous vote appoint another member of the Board to act at the meeting in place of the absent or disqualified member.

Unless otherwise directed by the Board of Directors, the Chairman of the Board, or such other officer or agent as the Chairman of the Board or Board of Directors may designate, shall have authority to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders, or with respect to any action of stockholders, of any other corporation in which this Corporation may hold securities, and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in any other corporation.

The number of directors shall not be less than one (1) nor more than ten (10), as determined by a majority vote of the total number of directors then serving in office. Each director shall continue in office for a term of one (1) year and until such person’s successor has been elected and qualified.

In the case of the death or the resignation of any director(s) of the Corporation, a majority of the surviving or remaining directors may fill the vacancy (or vacancies) until a successor (or successors) is (are) elected at a stockholders’ meeting.

Regular meetings of the Board shall be held at such place or places, on such date or dates and at such time or times as shall have been established by the Board. A notice of each such regular meeting shall not be required.

Special meetings of the Board may be called by the Chairman of the Board whenever such person may think proper. A special meeting shall be called when a written request is made by at least one-third of the entire Board. Notice of the place, date and time of each such special meeting shall be given by mailing or telephoning such notice to each director at least twenty-four (24) hours before the time named for the meeting.

A majority of the total number of directors shall constitute a quorum for any meeting of the Board. Any action required or permitted, by these Bylaws or applicable state law, at any meeting of the Board of Directors or any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and consents are filed with the minutes of proceedings of the Board or committee.

Whenever any notice is required to be given to any director, a waiver thereof in writing, signed by the person entitled to such notice, whether signed before or after the time stated in the notice, shall be equivalent to the giving of such notice.

Attendance of a director at a meeting, or execution by a director of a written consent in lieu thereof, shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

The Board, by a vote of a majority of the total number of directors, may, from time to time, designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board. Each committee may determine procedural rules for the conduct of its meetings and business, and shall act in accordance therewith, unless otherwise provided by the Board of Directors in the resolution establishing the committee.

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may, from time to time, be appointed by the Board. Officers shall be elected by the Board which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until a successor is elected and qualified or until such officer’s earlier resignation or removal. Any number of offices may be held by the same person.

The President shall perform such duties as usually pertain to the office and as may be assigned by the Board of Directors of the Corporation.

Each Vice President shall perform such duties as usually pertain to the office to which appointed and such other duties as may from time to time be assigned.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board. The Secretary shall have general charge over the corporate books.

Each Assistant Secretary shall perform such duties of the Secretary as may from time to time be assigned.

The Treasurer shall have the custody of all monies and securities of the Corporation and shall keep regular books of account. The Treasurer shall make such disbursements of the funds of the Corporation as are proper and shall render, from time to time, an account of all such transactions and of the financial condition of the Corporation.

The Assistant Treasurer shall perform such duties of the Treasurer as may from time to time be assigned.

The Board may, from time to time, assign or delegate the powers or duties of any officer to any other officers or agents of the Corporation, notwithstanding any provision hereof.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action or suit by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or, while such person is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, but in each case only if and to the extent permitted under applicable state or federal law.

The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.

Certificates of stock in the Corporation shall be issued by the Treasurer in the name of the stockholder and shall be signed on behalf of the Corporation by the Chairman of the Board of Directors, or the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on the certificates may be facsimile.

In addition to the provision for the use of facsimile signatures on stock certificates as provided in Section 2 of Article IV, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors.

The Board may provide a suitable seal containing the name of the Corporation, which seal shall be in the charge of the Secretary.

This FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of April 5, 2010, is made and entered into by and between ACCELRYS, INC. (formerly Pharmacopeia, Inc.), a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST CO., as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Rights Agreement (as defined below).

WHEREAS, the Company and the Rights Agent previously entered into that certain Rights Agreement, dated as of September 6, 2002 (the “Rights Agreement”);

WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger and Reorganization (as it may be amended from time to time, the “Merger Agreement”) with Alto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Symyx Technologies, Inc., a Delaware corporation (“Symyx”), pursuant to which Merger Sub will merge with and into Symyx, the separate corporate existence of Merger Sub will cease and Symyx will survive as a wholly-owned subsidiary of the Company (the “Merger”);

WHEREAS, the Board of Directors of the Company has determined that, in connection with the execution of the Merger Agreement, it is necessary and desirable to amend the Rights Agreement to exempt, among other things, the Merger Agreement, the execution thereof and the transactions contemplated thereby, including, without limitation, the Merger, from the application of the Rights Agreement, in each case as set forth in this Amendment; and

WHEREAS, (i) Section 27 of the Rights Agreement provides that, prior to the occurrence of a Distribution Date or Triggering Event, the Company may, without the approval of any holders of certificates representing shares of Common Stock and associated Rights, supplement or amend any provision of the Rights Agreement; (ii) pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement should be amended and supplemented as set forth in this Amendment prior to the execution of the Merger Agreement; and (iii) pursuant to Section 27 of the Rights Agreement, an appropriate officer of the Company is hereby delivering a certificate to the Rights Agent stating that this Amendment complies with the terms of Section 27 of the Rights Agreement and does not change or increase the Rights Agent’s duties, liabilities, rights or obligations under Rights Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

“Notwithstanding anything in this Section 1(a) to the contrary, neither Symyx Technologies, Inc., a Delaware corporation (“Symyx”), nor any of its stockholders, nor any of their respective Affiliates or Associates, either individually or in any combination, shall be deemed to be or become an “Acquiring Person” by virtue of, or as a result of (i) the approval, execution, delivery or performance of the Agreement and Plan of Merger and Reorganization, dated April 5, 2010, by and among the Company, Alto Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Symyx (the “Merger Agreement”), (ii) the execution and delivery of the Company Stockholder Voting Agreements (as defined in the Merger Agreement) by and between the Company and certain stockholders of Symyx, or (iii) the performance or consummation of any of the other Contemplated Transactions (as defined in the Merger Agreement), including without limitation, the Merger (the foregoing actions being referred to as the “Permitted Events”).”

“Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred by virtue of, or as a result of, any Permitted Event or the public announcement thereof.”

“Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred, and no separate Rights Certificate will be issued or issuable, by virtue of, or as the result of, any Permitted Event.”

2. Officer’s Certificate. By executing this Amendment below, the undersigned duly appointed officer of the Company certifies that this Amendment has been executed and delivered in compliance with the terms of Section 27 of the Rights Agreement and does not change or increase the Rights Agent’s duties, liabilities, rights or obligations under the Rights Agreement.

3. Interpretation. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.

4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and of the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

5. Waiver of Notice. The Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Amendment.

6. Effectiveness. This Amendment shall be deemed effective as of the date first written above. Except as expressly amended herein, all other terms and conditions of the Rights Agreement shall remain in full force and effect. Without limiting the foregoing, the Rights Agent shall not be subject to, nor required to interpret or comply with, or determine if any Person has complied with, the Merger Agreement even though reference thereto may be made in this Amendment and the Rights Agreement.

7. Termination. Notwithstanding anything to the contrary set forth herein, this Amendment shall terminate and be of no further force or effect in the event of the termination of the Merger Agreement for any reason.

8. Governing Law. This Amendment shall be deemed a contract made under the laws of the State of Delaware, and for all purposes of this Amendment shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

9. Counterparts. This Amendment may be executed in any number of counterparts (including by facsimile), each of which shall be an original and all of which shall constitute one and the same document.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first written above.

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”).

A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of certain shares of common stock of Accelrys, Inc., a Delaware corporation (“Parent”).

B. Parent, Alto Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Symyx are entering into an Agreement and Plan of Merger and Reorganization of even date herewith (the “Merger Agreement”), which provides (subject to the conditions set forth therein) for the merger of Merger Sub into Symyx (the “Merger”). Capitalized terms used but not otherwise defined in this Voting Agreement have the meanings assigned to such terms in the Merger Agreement.

C. In the Merger, each outstanding share of common stock of Symyx is to be converted into the right to receive 0.7802 shares of Parent Common Stock.

D. Stockholder is entering into this Voting Agreement in order to induce Symyx to enter into the Merger Agreement and cause the Merger to be consummated.

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is terminated pursuant to Section 8 thereof; (ii) the date upon which the Merger becomes effective; or (iii) such date and time as any amendment or change to the Merger Agreement is effected without the Stockholder’s consent that (A) increases the Exchange Ratio or (B) materially and adversely affects the Stockholder.

(b) Stockholder shall be deemed to “Own” or to have acquired “Ownership” of a security if Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

(c) “Parent Common Stock” shall mean the common stock, $0.0001 par value par share, of Parent, including all Rights attached thereto.

(d) “Subject Securities” shall mean: (i) all securities of Parent (including all shares of Parent Common Stock and all options, restricted stock units, warrants and other rights to acquire shares of Parent Common Stock) Owned by Stockholder as of the date of this Voting Agreement; and (ii) all additional securities of Parent (including all additional shares of Parent Common Stock and all additional options, restricted stock units, warrants and other rights to acquire shares of Parent Common Stock) of which Stockholder acquires Ownership

during the Voting Period (whether such acquisition is a result of purchases or other transfers of Parent Common Stock to Stockholder or by virtue of a stock dividend, stock split, recapitalization, reclassification, subdivision, combination or exchange of shares).

(e) A Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than Parent; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than Parent; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to such security.

(f) “Voting Period” shall mean the period commencing on the date of this Voting Agreement and ending on the Expiration Date.

2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3, during the Voting Period, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected; provided, however, that nothing contained in this Voting Agreement will be deemed to restrict the ability of Stockholder to exercise any Parent Equity Awards held by Stockholder prior to the Expiration Date.

2.2 Restriction on Transfer of Voting Rights. During the Voting Period, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted inconsistent with this Voting Agreement, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

2.3 Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual: (i) to any member of Stockholder’s immediate family; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; or (ii) upon the death of Stockholder; or (b) if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder; provided, however, that a Transfer referred to in this Section 2.3 shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Symyx, to be bound by all of the terms of this Voting Agreement.

3.1 Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of Parent, however called, or at any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of Parent, unless otherwise directed in writing by Symyx, Stockholder shall cause any issued and outstanding shares of Parent Common Stock Owned by Stockholder as of the record date with respect to such meeting to be voted:

(c) against any other action, agreement, proposal or transaction involving any of the Accelrys Corporations which other action, agreement, proposal or transaction would compete with, interfere with, impede, frustrate, prevent, burden or nullify the Merger or the Merger Agreement.

Prior to the Expiration Date, Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a),” clause “(b)” or clause “(c)” of the preceding sentence.

(a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Symyx a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) if applicable, Stockholder shall cause to be delivered to Symyx an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Parent Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record by Stockholder.

(b) Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to the Subject Securities that is inconsistent with this Voting Agreement or otherwise take any other action with respect to the Subject Securities that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

4.1 No Solicitation. Stockholder agrees that, during the Voting Period, Stockholder shall not (without limiting any of the other restrictions in this Voting Agreement), directly or indirectly, take or authorize to be taken any action that Parent is prohibited from taking or authorizing to be taken pursuant to Section 4.4 of the Merger Agreement

4.2 Notice of Certain Events. Stockholder agrees to promptly notify Symyx of any development occurring after the date hereof that causes any breach of any of the representations and warranties of Stockholder set forth in Section 5 herein.

5.1 Authorization, etc. Stockholder has the power, authority and capacity to execute and deliver this Voting Agreement and the Proxy and to perform Stockholder’s obligations hereunder and thereunder. This Voting Agreement and the Proxy have been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Voting Agreement by Symyx, constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

(a) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Legal Requirement or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Encumbrance on any of the Subject Securities.

(b) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not, require any Consent of any Person.

5.3 Title to Securities. As of the date of this Voting Agreement: (a) Stockholder holds of record (free and clear of any Encumbrances) the number of outstanding shares of Parent Common Stock set forth under the heading “Shares Held of Record” on the signature page hereof; (b) Stockholder holds (free and clear of any Encumbrances) the options, restricted stock units, warrants and other rights to acquire shares of Parent Common Stock set forth under the heading “Options and Other Rights” on the signature page hereof; (c) Stockholder Owns the additional securities of Parent set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of Parent, or any option, restricted stock unit, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of Parent, other than the shares and options, restricted stock units, warrants and other rights set forth on the signature page hereof.

5.4 Accuracy of Representations. The representations and warranties contained in this Voting Agreement are accurate in all respects as of the date of this Voting Agreement, and will be accurate in all respects at all times prior to the Expiration Date as if made as of any such time or date.

6.1 Stockholder Information. Stockholder hereby agrees to permit Symyx, Parent and Merger Sub to publish and disclose in the Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and any other public disclosure that Symyx and Parent mutually determine to be necessary or desirable in connection with the Merger and any other transactions contemplated by the Merger Agreement Stockholder’s identity and ownership of shares of Parent Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Voting Agreement.

6.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Symyx may reasonably request for the purpose of carrying out and furthering the intent of this Voting Agreement.

6.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

6.4 Notices. Any notice or other communication under this Voting Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent by nationally recognized overnight air courier (such as Federal Express), one business day after mailing; (c) if sent by facsimile transmission before 5:00 p.m., when transmitted and receipt is confirmed; (d) if sent by facsimile transmission after 5:00 p.m. and receipt is confirmed, on the following business day; and (e) if otherwise actually personally delivered, when delivered, provided that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any party shall provide by like notice to the other parties to this Voting Agreement:

6.5 Severability. Any term or provision of this Voting Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Voting Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Voting Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

6.6 Entire Agreement. This Voting Agreement, the Proxy, the Merger Agreement and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto.

6.7 Amendments. This Voting Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of Parent and Stockholder.

6.8 Assignment; Binding Effect; No Third Party Rights. Except as provided herein, neither this Voting Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Voting Agreement shall be binding upon Stockholder and Stockholder’s heirs, estate, executors and personal representatives and Stockholder’s successors and assigns, and shall inure to the benefit of Parent and its successors and assigns. Without limiting any of the restrictions set forth in Section 2, Section 3 or elsewhere in this Voting Agreement, this Voting Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Voting Agreement is intended to confer on any Person (other than Parent and its successors and assigns) any rights or remedies of any nature.

6.9 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Voting Agreement or the Proxy were not performed in accordance with its specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Voting Agreement or in the Proxy, Parent shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to obtain: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach. Stockholder further agrees that neither Parent nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6.9, and Stockholder irrevocably waives any right he or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

6.10 Attorneys’ Fees. If any Legal Proceeding relating to this Voting Agreement or the enforcement of any provision of this Voting Agreement is brought against Stockholder, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

6.11 Non-Exclusivity. The rights and remedies of Parent under this Voting Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).

6.12 Governing Law; Jurisdiction; Waiver of Jury Trial. This Voting Agreement and the Proxy shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Voting Agreement, the Proxy or any of the transactions contemplated by this Voting Agreement or the Proxy, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware; (b) irrevocably waives the right to trial by jury; and (c) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which Stockholder or Symyx, as the case may be, is to receive notice in accordance with Section 6.4.

6.13 Counterparts; Exchanges by Facsimile or Electronic Delivery. This Voting Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of a fully executed Voting Agreement (in counterparts or otherwise) by facsimile or electronic delivery shall be sufficient to bind the parties to the terms and conditions of this Voting Agreement.

6.14 Captions. The captions contained in this Voting Agreement are for convenience of reference only, shall not be deemed to be a part of this Voting Agreement and shall not be referred to in connection with the construction or interpretation of this Voting Agreement.

6.15 Waiver. Subject to the remainder of this Section 6.15, at any time prior to the Expiration Date, any party hereto may: (a) extend the time for the performance of any of the obligations or other acts of the other parties to this Voting Agreement; (b) waive any inaccuracy in or breach of any representation, warranty, covenant or obligation of the other party in this Voting Agreement or in any document delivered pursuant to this Voting Agreement; and (c) waive compliance with any covenant, obligation or condition for the benefit of such party contained in this Voting Agreement. No failure on the part of Symyx to exercise any power, right, privilege or remedy under this Voting Agreement, and no delay on the part of Symyx in exercising any power, right, privilege or remedy under this Voting Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Symyx shall not be deemed to have waived any claim available to Symyx arising out of this Voting Agreement, or any power, right, privilege or remedy of Symyx under this Voting Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Symyx; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

6.16 Independence of Obligations. The covenants and obligations of Stockholder set forth in this Voting Agreement shall be construed as independent of any other Contract between Stockholder, on the one hand, and Symyx or Parent, on the other. The existence of any claim or cause of action by Stockholder against Symyx or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder. Nothing in this Voting Agreement shall limit any of the rights or remedies of Symyx under the Merger Agreement, or any of the rights or remedies of Symyx or any of the obligations of Stockholder under any agreement between Stockholder and Symyx or any certificate or instrument executed by Stockholder in favor of Symyx; and nothing in the Merger Agreement or in any other such agreement, certificate or instrument, shall limit any of the rights or remedies of Symyx or any of the obligations of Stockholder under this Voting Agreement.

6.17 Other Capacities. Notwithstanding any provision of this Voting Agreement to the contrary, nothing in this Voting Agreement shall limit or restrict Stockholder from acting in good faith in Stockholder’s capacity as a director or officer of Parent (it being understood that this Voting Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of Parent).

(a) For purposes of this Voting Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b) The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Voting Agreement.

(c) As used in this Voting Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Voting Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Voting Agreement and Exhibits to this Voting Agreement.

IN WITNESS WHEREOF, Symyx and Stockholder have caused this Voting Agreement to be executed as of the date first written above.

The undersigned stockholder (the “Stockholder”) of Accelrys, Inc., a Delaware corporation (“Parent”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Symyx Technologies, Inc., a Delaware corporation (“Symyx”) and Isy Goldwasser, Rex S. Jackson and Charley Haley, solely in their capacities as executive officers of Symyx, and each of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to the full extent of the Stockholder’s rights with respect to the outstanding shares of capital stock of Parent owned of record by the Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy. (The shares of the capital stock of Parent referred to in the immediately preceding sentence are referred to as the “Shares.”) Upon the execution of this proxy, all prior proxies given by the Stockholder with respect to any of the Shares are hereby revoked, and the Stockholder agrees that no subsequent proxies inconsistent with this Proxy will be given with respect to any of the Shares.

This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for, the Voting Agreement, dated as of the date hereof, between Symyx and the Stockholder (the “Voting Agreement”), and is granted in consideration of Symyx entering into the Agreement and Plan of Merger and Reorganization, dated as of the date hereof, among Parent, Alto Merger Sub, Inc., a wholly-owned subsidiary of Parent, and Symyx (the “Merger Agreement”). This proxy will terminate on the Expiration Date (as defined in the Voting Agreement).

Prior to the Expiration Date, the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote any Shares owned by the undersigned, at any meeting of the stockholders of Parent, however called, or at any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of Parent:

(a) in favor of the approval of each of the Parent Proposals (as such terms are defined in the Merger Agreement);

(b) against any Parent Acquisition Proposal (as such terms are defined in the Merger Agreement); and

(c) against any other action, agreement, proposal or transaction involving any of the Accelrys Corporations which other action, agreement, proposal or transaction would compete with, interfere with, impede, frustrate, prevent, burden or nullify the Merger or the Merger Agreement.

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

Any term or provision of this proxy that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this proxy or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this proxy so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of April 5, 2010, by and between ACCELRYS, INC., a Delaware corporation (“Parent”), and (“Stockholder”).

A. Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of certain shares of common stock of Symyx Technologies, Inc., a Delaware corporation (the “Company”).

B. Parent, Alto Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger and Reorganization of even date herewith (the “Merger Agreement”), which provides (subject to the conditions set forth therein) for the merger of Merger Sub into the Company (the “Merger”). Capitalized terms used but not otherwise defined in this Voting Agreement have the meanings assigned to such terms in the Merger Agreement.

C. In the Merger, each outstanding share of common stock of the Company is to be converted into the right to receive 0.7802 shares of Parent Common Stock.

D. Stockholder is entering into this Voting Agreement in order to induce Parent to enter into the Merger Agreement and cause the Merger to be consummated.

The parties to this Voting Agreement, intending to be legally bound, agree as follows:

(a) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is terminated pursuant to Section 8 thereof; (ii) the date upon which the Merger becomes effective; or (iii) such date and time as any amendment or change to the Merger Agreement is effected without the Stockholder’s consent that (A) decreases the Exchange Ratio or (B) materially and adversely affects the Stockholder.

(c) “Subject Securities” shall mean: (i) all securities of the Company (including all shares of Company Common Stock and all options, restricted stock units, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Voting Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, restricted stock units, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the Voting Period (whether such acquisition is a result of purchases or other transfers of Company Common Stock to Stockholder or by virtue of a stock dividend, stock split, recapitalization, reclassification, subdivision, combination or exchange of shares).

(d) A Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security to any Person other than Parent; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than Parent; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to such security.

(e) “Voting Period” shall mean the period commencing on the date of this Voting Agreement and ending on the Expiration Date.

2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3, during the Voting Period, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected; provided, however, that nothing contained in this Voting Agreement will be deemed to restrict the ability of Stockholder to exercise any Company Equity Awards held by Stockholder prior to the Expiration Date.

2.3 Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Subject Securities by Stockholder: (a) if Stockholder is an individual: (i) to any member of Stockholder’s immediate family; or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; or (ii) upon the death of Stockholder; or (b) if Stockholder is a partnership or limited liability company, to one or more partners or members of Stockholder or to an affiliated corporation under common control with Stockholder; provided, however, that a Transfer referred to in this Section 2.3 shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Voting Agreement.

3.1 Voting Covenant. Stockholder hereby agrees that, prior to the Expiration Date, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of the Company, unless otherwise directed in writing by Parent, Stockholder shall cause any issued and outstanding shares of Company Common Stock Owned by Stockholder as of the record date with respect to such meeting to be voted:

(c) against any other action, agreement, proposal or transaction involving any of the Symyx Corporations which other action, agreement, proposal or transaction would compete with, interfere with, impede, frustrate, prevent, burden or nullify the Merger or the Merger Agreement.

(a) Contemporaneously with the execution of this Voting Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached to this Voting Agreement as Exhibit A, which shall be irrevocable to the fullest extent permitted by law (at all times during the Voting Period) with respect to the shares referred to therein (the “Proxy”); and (ii) if applicable, Stockholder shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any outstanding shares of Company Common Stock that are owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not of record by Stockholder.

4.1 No Solicitation. Stockholder agrees that, during the Voting Period, Stockholder shall not (without limiting any of the other restrictions in this Voting Agreement), directly or indirectly, take or authorize to be taken any action that the Company is prohibited from taking or authorizing to be taken pursuant to Section 4.4 of the Merger Agreement

4.2 Notice of Certain Events. Stockholder agrees to promptly notify Parent of any development occurring after the date hereof that causes any breach of any of the representations and warranties of Stockholder set forth in Section 5 herein.

5.1 Authorization, etc. Stockholder has the power, authority and capacity to execute and deliver this Voting Agreement and the Proxy and to perform Stockholder’s obligations hereunder and thereunder. This Voting Agreement and the Proxy have been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Voting Agreement by Parent, constitute legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

5.3 Title to Securities. As of the date of this Voting Agreement: (a) Stockholder holds of record (free and clear of any Encumbrances) the number of outstanding shares of Company Common Stock set forth under the heading “Shares Held of Record” on the signature page hereof; (b) Stockholder holds (free and clear of any Encumbrances) the options, restricted stock units, warrants and other rights to acquire shares of Company Common Stock set forth under the heading “Options and Other Rights” on the signature page hereof; (c) Stockholder Owns the additional securities of the Company set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; and (d) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Company, or any option, restricted stock unit, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company, other than the shares and options, restricted stock units, warrants and other rights set forth on the signature page hereof.

5.4 Accuracy of Representations. The representations and warranties contained in this Voting Agreement are accurate in all respects as of the date of this Voting Agreement, and will be accurate in all respects at all times prior to the Expiration Date as if made as of any such time or date.

6.1 Stockholder Information. Stockholder hereby agrees to permit Parent, the Company and Merger Sub to publish and disclose in the Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and any other public disclosure that Parent and the Company mutually determine to be necessary or desirable in connection with the Merger and any other transactions contemplated by the Merger Agreement Stockholder’s identity and ownership of shares of Company Common Stock and the nature of Stockholder’s commitments, arrangements and understandings under this Voting Agreement.

6.2 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Parent may reasonably request for the purpose of carrying out and furthering the intent of this Voting Agreement.

6.3 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Voting Agreement shall be paid by the party incurring such costs and expenses.

6.12 Governing Law; Jurisdiction; Waiver of Jury Trial. This Voting Agreement and the Proxy shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Voting Agreement, the Proxy or any of the transactions contemplated by this Voting Agreement or the Proxy, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware; (b) irrevocably waives the right to trial by jury; and (c) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which Stockholder or Parent, as the case may be, is to receive notice in accordance with Section 6.4.

6.15 Waiver. Subject to the remainder of this Section 6.15, at any time prior to the Expiration Date, any party hereto may: (a) extend the time for the performance of any of the obligations or other acts of the other parties to this Voting Agreement; (b) waive any inaccuracy in or breach of any representation, warranty, covenant or obligation of the other party in this Voting Agreement or in any document delivered pursuant to this Voting Agreement; and (c) waive compliance with any covenant, obligation or condition for the benefit of such party contained in this Voting Agreement. No failure on the part of Parent to exercise any power, right, privilege or remedy under this Voting Agreement, and no delay on the part of Parent in exercising any power, right, privilege or remedy under this Voting Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Parent shall not be deemed to have waived any claim available to Parent arising out of this Voting Agreement, or any power, right, privilege or remedy of Parent under this Voting Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

6.16 Independence of Obligations. The covenants and obligations of Stockholder set forth in this Voting Agreement shall be construed as independent of any other Contract between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder. Nothing in this Voting Agreement shall limit any of the rights or remedies of Parent under the Merger Agreement, or any of the rights or remedies of Parent or any of the obligations of Stockholder under any agreement between Stockholder and Parent or any certificate or instrument executed by Stockholder in favor of Parent; and nothing in the Merger Agreement or in any other such agreement, certificate or instrument, shall limit any of the rights or remedies of Parent or any of the obligations of Stockholder under this Voting Agreement.

6.17 Other Capacities. Notwithstanding any provision of this Voting Agreement to the contrary, nothing in this Voting Agreement shall limit or restrict Stockholder from acting in good faith in Stockholder’s capacity as a director or officer of the Company (it being understood that this Voting Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of the Company).

IN WITNESS WHEREOF, Parent and Stockholder have caused this Voting Agreement to be executed as of the date first written above.

The undersigned stockholder (the “Stockholder”) of Symyx Technologies, Inc. a Delaware corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Accelrys, Inc., a Delaware corporation (“Parent”), and Max Carnecchia and Michael A. Piraino, solely in their capacities as executive officers of Parent, and each of them, the attorneys and proxies of the Stockholder, with full power of substitution and resubstitution, to the full extent of the Stockholder’s rights with respect to the outstanding shares of capital stock of the Company owned of record by the Stockholder as of the date of this proxy, which shares are specified on the final page of this proxy. (The shares of the capital stock of the Company referred to in the immediately preceding sentence are referred to as the “Shares.”) Upon the execution of this proxy, all prior proxies given by the Stockholder with respect to any of the Shares are hereby revoked, and the Stockholder agrees that no subsequent proxies inconsistent with this Proxy will be given with respect to any of the Shares.

This proxy is irrevocable, is coupled with an interest and is granted in connection with, and as security for, the Voting Agreement, dated as of the date hereof, between Parent and the Stockholder (the “Voting Agreement”), and is granted in consideration of Parent entering into the Agreement and Plan of Merger and Reorganization, dated as of the date hereof, among Parent, Alto Merger Sub, Inc., a wholly-owned subsidiary of Parent, and the Company (the “Merger Agreement”). This proxy will terminate on the Expiration Date (as defined in the Voting Agreement).

Prior to the Expiration Date, the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote any Shares owned by the undersigned, at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof and on every action or approval by written consent of the stockholders of the Company:

(b) against any Company Acquisition Proposal (as such terms are defined in the Merger Agreement); and

(c) against any other action, agreement, proposal or transaction involving any of the Symyx Corporations which other action, agreement, proposal or transaction would compete with, interfere with, impede, frustrate, prevent, burden or nullify the Merger or the Merger Agreement.

The Stockholder may vote the Shares on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters.

This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Shares).

As we’ve discussed, we view your assistance to be critical to the successful launch of the combination of Accelrys and Symyx. Accordingly, by this letter I am setting forth our agreement (the “Agreement”) regarding your continuing employment role after the closing of the merger (the “Merger”) between our companies (the “Closing”). We’ve agreed to the following:

We understand that Symyx Technologies, Inc. (the “Company”), Accelrys, Inc. (“Parent”), and Alto Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), propose to enter into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”) in a transaction in which each outstanding share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), other than shares of Company Common Stock held by any wholly-owned subsidiary of the Company or held by Parent, Merger Sub or any other wholly-owned subsidiary of Parent, all of which shares will be canceled and retired and will cease to exist, will be converted into the right to receive 0.7802 of a share of common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock”) as may be adjusted in accordance with the Merger Agreement (the “Exchange Ratio”). The terms and conditions of the Merger are more fully set forth in the Merger Agreement.

You have asked for our opinion as to whether the Exchange Ratio pursuant to the Merger Agreement is fair, from a financial point of view, to Parent.

In our review and analysis and in rendering this opinion, we have assumed and relied upon, but have not assumed any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by Parent or the Company or that was publicly available to us (including, without limitation, the information described above), or that was otherwise reviewed by us. We have relied on assurances of the managements of Parent and the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In our review, we did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did we conduct a physical inspection of any of the properties or facilities of, Parent or the Company, nor have we been furnished with any such evaluations or appraisals of such physical inspections, nor do we assume any responsibility to obtain any such evaluations or appraisals.

With respect to the financial forecasts provided to and examined by us, we note that projecting future results of any company is inherently subject to uncertainty. Parent and the Company have informed us, however, and we have assumed, that such financial forecasts, including Synergies, were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the managements of Parent and the Company, respectively, as to the future financial performance of Parent and the Company, respectively. We express no opinion as to Parent or the Company’s financial forecasts or the assumptions on which they are made.

Our opinion is based on economic, monetary, regulatory, market and other conditions existing and which can be evaluated as of the date hereof. We expressly disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting our opinion of which we become aware after the date hereof.

We have made no independent investigation of any legal or accounting matters affecting Parent or the Company, and we have assumed the correctness in all respects material to our analysis of all legal and accounting advice given to Parent and its Board of Directors, including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to Parent and its stockholders. In addition, in preparing this opinion, we have not taken into account any tax consequences of the transaction to Parent. You have advised us that the Merger will qualify as a tax-free reorganization for federal income tax purposes. We have assumed that the final form of the Merger Agreement will be substantially similar to the last draft reviewed by us. We have also assumed that in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company, Parent or the contemplated benefits of the Merger.

It is understood that our opinion is for the use and benefit of the Board of Directors of Parent in its consideration of the Merger, and our opinion does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Parent, nor does it address the underlying business decision by Parent to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. Our opinion does not constitute a recommendation as to how any holder of shares of Parent Common Stock should vote on the Merger or any matter related thereto. We express no opinion as to the price at which shares of Parent Common Stock will trade at any time. Furthermore, we do not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable or to be received by any of Parent’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the consideration to be received by holders of shares of Parent Common Stock. Our opinion has been authorized by the Fairness Committee of Jefferies & Company, Inc.

We have been engaged by Parent to act as financial advisor to Parent in connection with the Merger and will receive a fee for our services, a portion of which is payable upon delivery of this opinion and a significant portion of which is payable contingent upon consummation of the Merger. We also will be reimbursed for expenses incurred. Parent has agreed to indemnify us against liabilities arising out of or in connection with the services rendered and to be rendered by us under such engagement. We maintain a market in the securities of Parent and the Company, and in the ordinary course of our business, we and our affiliates may trade or hold securities of the Company or Parent and/or their respective affiliates for our own account and for the accounts of our customers and, accordingly, may at any time hold long or short positions in those securities. In addition, we may seek to, in the future, provide financial advisory and financing services to the Company, Parent or entities that are affiliated with the Company or Parent, for which we would expect to receive compensation.

Except as otherwise expressly provided in our engagement letter with Parent, our opinion may not be used or referred to by Parent, or quoted or disclosed to any person in any matter, without our prior written consent.

Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the Exchange Ratio pursuant to the Merger Agreement is fair, from a financial point of view, to Parent.

We understand that Symyx Technologies, Inc., a Delaware corporation (“Symyx”), is considering a transaction whereby Alto Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Accelrys, Inc. (“Accelrys”), a Delaware corporation, will merge with and into Symyx (the “Transaction”). Pursuant to the terms of an Agreement and Plan of Merger and Reorganization, an execution version of which was made available to us on April 4, 2010 (the “Agreement”), among Accelrys, Merger Sub and Symyx, each outstanding share of the common stock, par value $0.001 per share, of Symyx (“Symyx Common Stock”) will be converted into the right to receive 0.7802 (the “Exchange Ratio”) of a share of the common stock, par value $0.0001 per share, of Accelrys (“Accelrys Common Stock”). The terms and conditions of the Transaction are more fully set forth in the Agreement.

You have requested our opinion as to the fairness, from a financial point of view, to the holders of Symyx Common Stock of the Exchange Ratio provided for in the Transaction.

UBS Securities LLC (“UBS”) has acted as financial advisor to Symyx in connection with the Transaction and will receive a fee for its services, a portion of which is payable in connection with this opinion and a significant portion of which is contingent upon consummation of the Transaction. In the ordinary course of business, UBS and its affiliates may hold or trade, for their own accounts and the accounts of their customers, securities of Symyx and Accelrys and, accordingly, may at any time hold a long or short position in such securities. The issuance of this opinion was approved by an authorized committee of UBS.

Our opinion does not address the relative merits of the Transaction as compared to other business strategies or transactions that might be available with respect to Symyx or Symyx’s underlying business decision to effect the Transaction. Our opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Transaction. At your direction, we have not been asked to, nor do we, offer any opinion as to the terms, other than the Exchange Ratio to the extent expressly specified herein, of the Agreement or the form of the Transaction. In addition, we express no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Transaction, or any class of such persons, relative to the Exchange Ratio. We express no opinion as to what the value of Accelrys Common Stock will be when issued pursuant to the Transaction or the prices at which Accelrys Common Stock or Symyx Common Stock will trade at any time. In rendering this opinion, we have assumed, with your consent, that (i) the final executed form of the Agreement will not differ in any material respect from the execution version that we have reviewed, (ii) the parties to the Agreement will comply with all material terms of the Agreement, and (iii) the Transaction will be consummated in accordance with the terms of the Agreement without any adverse waiver or amendment of any material term or condition thereof. We have also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any material adverse effect on Symyx, Accelrys or the Transaction. We have not been authorized to solicit and have not solicited indications of interest in a transaction with Symyx from any party.

In arriving at our opinion, we have, among other things: (i) reviewed certain publicly available business and financial information relating to Symyx and Accelrys; (ii) reviewed certain internal financial information and other data relating to the business and financial prospects of Symyx that were not publicly available, including financial forecasts and estimates prepared by the management of Symyx that you have directed us to utilize for purposes of our analysis; (iii) reviewed certain internal financial information and other data relating to the business and financial prospects of Accelrys that were not publicly available, including financial forecasts and estimates prepared by the management of Accelrys that you have directed us to utilize for purposes of our analysis; (iv) reviewed certain estimates of synergies prepared by the managements of Symyx and Accelrys that were not publicly available that you have directed us to utilize for purposes of our analysis; (v) conducted discussions with members of the senior managements of Symyx and Accelrys concerning the businesses and financial prospects of Symyx and Accelrys; (vi) reviewed publicly available financial and stock market data with respect to certain other companies we believe to be generally relevant; (vii) compared the financial terms of the Transaction with the publicly available financial terms of certain other transactions we believe to be generally relevant; (viii) reviewed current and historical market prices of Symyx Common Stock and Accelrys Common Stock; (ix) considered certain pro forma effects of the Transaction on the financial statements of Accelrys for years 2010 through 2014 on a calendarized basis and certain pro forma effects of the Transaction relative to the projected earnings per share of Symyx Common Stock for calendar years 2010 through 2014 on a standalone basis; (x) reviewed the Agreement; and (xi) conducted such other financial studies, analyses and investigations, and considered such other information, as we deemed necessary or appropriate.

In connection with our review, with your consent, we have assumed and relied upon, without independent verification, the accuracy and completeness in all material respects of the information provided to or reviewed by us for the purpose of this opinion. In addition, with your consent, we have not made any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Symyx or Accelrys, nor have we been furnished with any such evaluation or appraisal. With respect to the financial forecasts, estimates, synergies and pro forma effects referred to above, we have assumed, at your direction, that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the managements of Symyx and Accelrys as to the future financial performance of Symyx and Accelrys and such synergies and pro forma effects. In addition, we have assumed with your approval that the financial forecasts and estimates, including synergies, referred to above will be achieved at the times and in the amounts projected. We also have assumed, with your consent, that the Transaction will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information available to us as of, the date hereof.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Exchange Ratio provided for in the Transaction is fair, from a financial point of view, to the holders of Symyx Common Stock.

This opinion is provided for the benefit of the Board of Directors (solely in its capacity as such) in connection with, and for the purpose of, its evaluation of the Exchange Ratio in the Transaction.

1. He is the duly elected, qualified and acting Senior Vice President General Counsel and Secretary of Accelrys, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”).

2. The first paragraph of Article Four of the Corporation’s Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety to read as follows: “This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which the corporation is authorized to issue is One Hundred Million (100,000,000) shares, par value $0.0001. The total number of shares of Preferred Stock which the corporation is authorized to issue is Two Million (2,000,000) shares, par value $0.0001 per share.”

3. The amendments set forth herein have been duly approved and adopted by the Board of Directors of the Corporation.

4. The necessary number of issued and outstanding shares of capital stock of the Corporation required by statute and the Corporation’s Restated Certificate of Incorporation, as amended, were voted in favor of the amendments set forth herein.

5. The amendments set forth herein were duly adopted in accordance with the provisions of Sections 222 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by David R. Mersten, its Senior Vice President General Counsel and Secretary, this day of 2010.


Laurel Hill Advisory Group, LLC 100 Wall Street, 22nd Floor New York, NY 10005 Tel: (888) 742-1305 (toll free) or (917) 338-3181 (call collect) Email: jeinsidler@laurelhill.com		MacKenzie Partners, Inc. 105 Madison Ave. New York, NY 10016 Tel: (800) 322-2885 (toll free) or (212) 929-5500 (call collect) Email: symyxproxy@mackenziepartners.com

or		or

Accelrys, Inc. 10188 Telesis Court, Suite 100 San Diego, California 92121 Attn: Corporate Secretary (858) 799-5000		Symyx Technologies, Inc. 3100 Central Expressway Santa Clara, California 95051 Attn: Corporate Secretary (408) 764-2000


		Page
INFORMATION ABOUT THE COMPANIES		108

Accelrys, Inc.		108

Symyx Technologies, Inc.		108

Alto Merger Sub, Inc.		108

THE SPECIAL MEETING OF ACCELRYS STOCKHOLDERS		109

Date, Time and Place		109

Purpose of the Accelrys Special Meeting		109

Accelrys Record Date; Shares Entitled to Vote		109

Quorum		109

Required Vote		109

Counting of Votes; Treatment of Abstentions and Incomplete Proxies		110

Voting by Accelrys Directors and Executive Officers		110

Voting of Proxies by Registered Holders		110

Shares Held in Street Name		111

Revocability of Proxies and Changes to an Accelrys Stockholder’s Vote		111

Solicitation of Proxies		111

Delivery of Proxy Materials to Households Where Two or More Accelrys Stockholders Reside		112

Attending the Accelrys Special Meeting		112

ACCELRYS PROPOSALS		113

Accelrys Proposal No. 1: Approval of the Issuance of Accelrys Common Stock in Connection with the Merger		113

Accelrys Proposal No. 2: Approval of an Amendment to Accelrys’s Restated Certificate of Incorporation to Increase the Number of Shares of Common Stock Authorized for Issuance from 60,000,000 to 100,000,000		113

Accelrys Proposal No. 3: Approval of the Adjournment of the Accelrys Special Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes in Favor of the Accelrys Merger Proposals		114

ACCELRYS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		115

Security Ownership		115

Section 16(a) Beneficial Ownership Reporting Compliance		116


		Page
THE SPECIAL MEETING OF SYMYX STOCKHOLDERS		117

General		117

Matters Scheduled for a Vote at the Symyx Special Meeting		117

Recommendations of the Symyx Board of Directors		117

Record Date and Principal Share Ownership		117

Voting		118

Counting Votes		118

Voting by Symyx Directors and Executive Officers		119

Revocability of Proxies		119

Quorum		119

Required Vote		119

Solicitation of Proxies		119

Other Matters		120

Delivery of Proxy Materials to Households Where Two or More Symyx Stockholders Reside		120

SYMYX PROPOSALS		121

Symyx Proposal No. 1: Adoption of the Merger Agreement		121

Symyx Proposal No. 2: Approval of the Adjournment of the Symyx Special Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes in Favor of the Symyx Merger Proposal		121

SYMYX SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		122

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		124

Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2009		125

Unaudited Pro Forma Condensed Combined Statements of Operations for the Nine Months Ended December 31, 2009		126

Unaudited Pro Forma Condensed Combined Statements of Operations for the Year Ended March 31, 2009		127

Notes to Unaudited Pro Forma Condensed Combined Financial Statements		128

COMPARISON OF RIGHTS OF HOLDERS OF ACCELRYS COMMON STOCK AND SYMYX COMMON STOCK		133

General		133

Certain Differences Between the Rights of Accelrys Stockholders and Symyx Stockholders		133

LEGAL MATTERS		140

EXPERTS		140


		Page
FUTURE STOCKHOLDER PROPOSALS		140

Accelrys		140

Symyx		140

WHERE YOU CAN FIND ADDITIONAL INFORMATION		142


Annex A	–	The Merger Agreement
Annex B	–	Amendment to Rights Agreement
Annex C	–	Form of Accelrys Stockholder Voting Agreement
Annex D	–	Form of Symyx Stockholder Voting Agreement
Annex E	–	Employment Agreement with Isy Goldwasser
Annex F	–	Employment Agreement with Rex Jackson
Annex G	–	Employment Agreement with Richard Rosenthal
Annex H	–	Employment Agreement with Charles Haley
Annex I	–	Opinion of Jefferies & Company, Inc.
Annex J	–	Opinion of UBS Securities LLC
Annex K	–	Form of Certificate of Amendment


/s/ MAX CARNECCHIA		/s/ ISY GOLDWASSER
Max Carnecchia		Isy Goldwasser
President and Chief Executive Officer		Chief Executive Officer
Accelrys, Inc.		Symyx Technologies, Inc.


		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER, THE ACCELRYS SPECIAL MEETING AND THE SYMYX SPECIAL MEETING		1

SUMMARY		10

The Companies		10

The Merger		11

What Symyx Stockholders Will Receive in the Merger		11

Ownership of Accelrys After the Completion of the Merger		11

Treatment of Symyx Stock Options and Restricted Stock Units		12

What Accelrys Stockholders Will Receive in the Merger		12

Treatment of Accelrys Stock Options and Restricted Stock Units		12

Board of Directors and Executive Officers of Accelrys After the Completion of the Merger		12

Employment Agreements Between Accelrys and Certain Executive Officers of Symyx		13

Recommendations of the Accelrys Board of Directors and its Reasons for the Merger		13

Recommendation of the Symyx Board of Directors and its Reasons for the Merger		13

Opinions of Financial Advisors		14

Interests of Directors and Executive Officers in the Merger		14

Anticipated Accounting Treatment of the Merger		15

Material United States Federal Income Tax Consequences of the Merger		15

No Appraisal Rights		15

Regulatory Approvals		16

Conditions to the Completion of the Merger		16

No Solicitations		17

Termination of the Merger Agreement		17

Termination Fees and Expenses		18

Agreements Related to the Merger		18

Voting by Accelrys and Symyx Directors and Executive Officers		19

Rights of Symyx Stockholders Will Change as a Result of the Merger		20

Risk Factors		20

Matters to Be Considered at the Accelrys Special Meeting and Symyx Special Meeting		20

Legal Proceedings Related to the Merger		21

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ACCELRYS		22

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SYMYX		24

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA		27


		Page
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA		29

COMPARATIVE MARKET PRICE DATA AND DIVIDEND INFORMATION		31

Stock Prices		31

Dividends		31

Comparative Per Share Market Value Data		32

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		33

RISK FACTORS		34

Risks Related to the Merger		34

Risks Related to the Combined Company if the Merger Is Completed		38

Other Risks Related to Accelrys and Symyx		40

THE MERGER		41

Structure of the Merger		41

What Symyx Stockholders Will Receive in the Merger		41

Ownership of Accelrys After the Completion of the Merger		42

Treatment of Symyx Stock Options and Restricted Stock Units		42

What Accelrys Stockholders Will Receive in the Merger		42

Treatment of Accelrys Stock Options and Restricted Stock Units		42

Background of the Merger		43

Recommendations of the Accelrys Board of Directors and its Reasons for the Merger		54

Recommendation of the Symyx Board of Directors and its Reasons for the Merger		56

Opinion of Accelrys’s Financial Advisor		59

Opinion of Symyx’s Financial Advisor		65

Certain Financial Forecasts Utilized by Accelrys in Connection with the Merger		71

Certain Financial Forecasts Utilized by Symyx in Connection with the Merger		74

Board of Directors and Executive Officers of Accelrys After the Completion of the Merger		75

Interests of Accelrys Directors and Executive Officers in the Merger		76

Interests of Symyx Directors and Executive Officers in the Merger		76

Anticipated Accounting Treatment		79

Tax Treatment of the Merger		80

Regulatory Approvals Required for the Merger		80

Restrictions on Sales of Shares of Accelrys Common Stock Received in the Merger		80

Appraisal Rights		80


		Page
NASDAQ Listing of Accelrys Common Stock; Delisting and Deregistration of Symyx Common Stock		80

Legal Proceedings Related to the Merger		81

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		82

THE MERGER AGREEMENT		85

Terms of the Merger		85

Completion of the Merger		85

Merger Consideration		85

Treatment of Symyx Stock Options		86

Exchange of Symyx Stock Certificates		86

Representations and Warranties		87

Material Adverse Effect		89

Certain Covenants of the Parties		89

No Solicitations		91

Board Recommendations		93

Stockholder Meetings		94

Employee Benefits		94

Indemnification and Insurance for Former Symyx Directors and Officers		95

Governance Matters Upon Completion of the Merger		95

Conditions to the Completion of the Merger		96

Termination of the Merger Agreement		97

Termination Fees and Expenses		99

Amendments		100

Governing Law		100

AMENDMENT TO RIGHTS AGREEMENT		101

THE VOTING AGREEMENTS		102

Accelrys Stockholder Voting Agreements		102

Symyx Stockholder Voting Agreements		103

THE EMPLOYMENT AGREEMENTS WITH CERTAIN EXECUTIVE OFFICERS OF SYMYX		105

Employment Agreement with Isy Goldwasser		105

Employment Agreement with Rex Jackson		105

Employment Agreements with Richard Rosenthal and Charles Haley		106


	Nine Months Ended December 31,					Year Ended March 31,
(in thousands, except per share data)	2009			2008		2009			2008			2007			2006			2005(1)
Consolidated Statement of Operations:
Revenue	$	62,200		$	61,021	$	80,981		$	79,739		$	80,955		$	82,001		$	79,030
Cost of revenue		10,896			11,390		15,671			15,204			15,498			16,029			13,268

Gross margin		51,304			49,631		65,310			64,535			65,457			65,972			65,762
Operating expenses:
Product development		10,980			11,550		15,053			17,762			18,931			21,721			22,717
Sales and marketing		25,342			25,122		34,718			32,974			30,680			33,723			37,965
General and administrative		11,026			9,925		14,962			14,475			17,342			16,060			17,290
Restructuring charges (recoveries)		(90	)		850		896			179			1,201			3,178			5,110
Acquired in-process product development		—			—		—			—			—			—			450

Total operating expenses		47,258			47,447		65,629			65,390			68,154			74,682			83,532
Operating income (loss) from continuing operations		4,046			2,184		(319	)		(855	)		(2,697	)		(8,710	)		(17,770	)
Interest and other income, net		620			1,046		1,608			3,237			1,954			1,869			1,738

Income (loss) from continuing operations before income taxes		4,666			3,230		1,289			2,382			(743	)		(6,841	)		(16,032	)
Income tax expense (benefit)		1,097			907		1,195			1,061			782			898			(571	)

Income (loss) from continuing operations		3,569			2,323		94			1,321			(1,525	)		(7,739	)		(15,461	)
Loss from discontinued operations		—			—		—			—			—			—			(1,117	)

Net income (loss)		3,569			2,323		94			1,321			(1,525	)		(7,739	)		(16,578	)

Basic and diluted income (loss) per share amounts:
Income (loss) from continuing operations	$	0.13		$	0.09	$	0.00		$	0.05		$	(0.06	)	$	(0.30	)	$	(0.62	)
Loss from discontinued operations		—			—		—			—			—			—			(0.04	)

Net income (loss)	$	0.13		$	0.09	$	0.00		$	0.05		$	(0.06	)	$	(0.30	)	$	(0.66	)

Weighted average shares used in computing basic and diluted income (loss) per share amounts
Basic		27,470			27,049		27,093			26,692			26,351			26,116			25,137
Diluted		27,704			27,186		27,203			27,185			26,351			26,116			25,137


	Nine Months Ended December 31,						Year Ended March 31,
(in thousands)	2009			2008			2009			2008			2007			2006			2005(1)
Consolidated Balance Sheet Data:
Cash, cash equivalents, marketable securities and restricted cash and marketable securities	$	77,596		$	72,459		$	81,769		$	76,381		$	70,757		$	66,022		$	63,304
Total assets		164,770			157,961			160,614			156,091			154,601			146,755			152,415
Total deferred revenue		56,896			54,938			57,224			58,341			56,133			61,269			58,614
Noncurrent liabilities(2)		7,213			7,268			7,204			8,140			8,342			5,718			5,131
Accumulated deficit		(176,991	)		(178,329	)		(180,560	)		(180,654	)		(182,681	)		(181,156	)		(173,417	)
Total stockholders’ equity		86,645			82,655			80,759			74,882			68,990			63,208			69,596


	Three Months Ended March 31,						Year Ended December 31,
(in thousands, except per share data)	2010			2009			2009			2008			2007			2006			2005
Consolidated Statements of Operations Data:
Revenue:
Service	$	9,989		$	10,707		$	43,373		$	45,016		$	16,622		$	10,791		$	7,478
License fees, content and royalties		12,124			11,042			45,235			49,184			15,271			14,813			8,251

Total revenue		22,113			21,749			88,608			94,200			31,893			25,604			15,729
Costs:
Cost of service		3,452			3,990			15,673			18,718			8,995			6,519			3,826
Cost of license fees, content and royalties		1,657			1,281			5,649			5,876			1,773			—			—
Amortization of intangible assets		1,067			1,662			5,433			6,642			3,449			2,382			2,252

Total costs		6,176			6,933			26,755			31,236			14,217			8,901			6,078

Gross profit		15,937			14,816			61,853			62,964			17,676			16,703			9,651

Operating expenses:
Research and development		9,465			9,546			38,631			47,451			35,090			27,950			26,711
Sales, general and administrative		10,421			8,983			35,310			39,638			33,865			28,708			21,524
Restructuring charges		759			77			1,171			3,202			—			—			—
Impairment to goodwill, intangibles, and other long-lived assets		—			—			—			71,084			—			—			—
Acquired in-process research and development		—			—			—			—			2,500			—			1,590
Amortization of intangible assets		1,406			1,406			5,624			5,630			2,002			1,442			1,263

Total operating expenses		22,051			20,012			80,736			167,005			73,457			58,100			51,088

Loss from continuing operations		(6,114	)		(5,196	)		(18,883	)		(104,041	)		(55,781	)		(41,397	)		(41,437	)
Gain from sale of equity interest in Ilypsa, Inc.		—			—			—			4,939			40,826			—			—
Interest and other income (expense), net		841			1,886			10,559			10,349			21,695			26,508			20,670

Income (loss) from continuing operations before income tax and equity loss		(5,273	)		(3,310	)		(8,324	)		(88,753	)		6,740			(14,889	)		(20,767	)
Income tax benefit (expense)		2,665			1,161			4,399			(2,213	)		(2,220	)		6,236			8,197
Equity in loss from investment in Visyx Technologies Inc.		—			—			—			—			(314	)		(186	)		—

Net income (loss) from continuing operations		(2,608	)		(2,149	)		(3,925	)		(90,966	)		4,206			(8,839	)		(12,570	)

Discontinued operations
Income (loss) from discontinued operations before income tax		(10,360	)		(1,403	)		2,039			(23,036	)		23,056			29,741			40,910
Income tax benefit (expense)		3,491			445			748			7,386			(8,478	)		(12,618	)		(16,338	)

Net income (loss) from discontinued operations		(6,869	)		(958	)		2,787			(15,650	)		14,578			17,123			24,572

Net income (loss)	$	(9,477	)	$	(3,107	)	$	(1,138	)	$	(106,616	)	$	18,784		$	8,284		$	12,002

Net income (loss) per share from continuing operations - basic	$	(0.07	)	$	(0.06	)	$	(0.11	)	$	(2.70	)	$	0.13		$	(0.27	)	$	(0.38	)
Net income (loss) per share from continuing operations - diluted	$	(0.07	)	$	(0.06	)	$	(0.11	)	$	(2.70	)	$	0.13		$	(0.26	)	$	(0.36	)
Net income (loss) per share from discontinued operations - basic	$	(0.20	)	$	(0.03	)	$	0.08		$	(0.46	)	$	0.44		$	0.52		$	0.75
Net income (loss) per share from discontinued operations - diluted	$	(0.20	)	$	(0.03	)	$	0.08		$	(0.46	)	$	0.43		$	0.50		$	0.71
Net income (loss) per share - basic	$	(0.27	)	$	(0.09	)	$	(0.03	)	$	(3.16	)	$	0.57		$	0.25		$	0.37
Net income (loss) per share - diluted	$	(0.27	)	$	(0.09	)	$	(0.03	)	$	(3.16	)	$	0.56		$	0.24		$	0.35
Shares used in computing basic net income (loss) from continuing operations per share		34,715			34,044			34,321			33,747			33,199			33,199			32,819
Shares used in computing diluted net income (loss) from continuing operations per share		34,715			34,044			34,503			33,747			33,557			34,214			34,564


(in thousands, except per share data)	Year Ended March 31, 2009			Nine Months Ended December 31, 2009
Pro Forma Results of Operations Data:
Revenue	$	175,181		$	129,058
Operating loss		(92,088	)		(1,651	)
Net income (loss) from continuing operations		(76,809	)		12,379
Basic net income (loss) from continuing operations per share:	$	(1.41	)	$	0.23
Diluted net income (loss) from continuing operations per share	$	(1.41	)	$	0.22
Weighted average common shares outstanding:
Basic:		54,478			54,855
Diluted:		54,478			55,089


(in thousands)	As of December 31, 2009
Pro Forma Balance Sheet Data:
Cash and cash equivalents	$	133,841
Total assets		393,679
Total liabilities		118,068
Total stockholders’ equity		275,611


	As of and for the Year Ended March 31, 2009			As of and for the Nine Months Ended December 31, 2009
Accelrys Historical Data
Basic and diluted net income per share:	$	0.00		$	0.13
Book value per share(1)		2.97			3.13
Cash dividends		—			—

Symyx Historical Data
Basic and diluted net loss per share:	$	(2.70	)	$	(0.05	)
Book value per share(1)		4.47			4.26
Cash dividends		—			—

Combined Company Pro Forma Data
Basic net income (loss) per share:	$	(1.41	)	$	0.23
Diluted net income (loss) per share	$	(1.41	)	$	0.22
Book value per share(1)		4.26			5.00
Cash dividends		—			—

Symyx Pro Forma Equivalent Data(2)
Basic net income (loss) per share:	$	(1.10	)	$	0.18
Diluted net income (loss) per share	$	(1.10	)	$	0.17
Book value per share(1)		3.32			3.90
Cash dividends		—			—


	As of December 31, 2009
Accelrys Historical Data
Cash and cash equivalents	$	60,429
Total assets	$	164,770
Total liabilities	$	78,125
Total stockholders’ equity	$	86,645

Symyx Historical Data
Cash and cash equivalents	$	79,414
Total assets	$	212,818
Total liabilities	$	64,608
Total stockholders’ equity	$	148,210

Combined Company Pro Forma Data
Cash and cash equivalents	$	133,841
Total assets	$	393,679
Total liabilities	$	118,068
Total stockholders’ equity	$	275,611


	Accelrys Common Stock
	High		Low
Fiscal Year 2008
First Quarter	$	6.64	$	5.63
Second Quarter	$	7.30	$	5.95
Third Quarter	$	8.24	$	6.49
Fourth Quarter	$	7.61	$	5.32
Fiscal Year 2009
First Quarter	$	7.03	$	4.81
Second Quarter	$	5.73	$	4.24
Third Quarter	$	5.63	$	2.63
Fourth Quarter	$	4.56	$	3.05
Fiscal Year 2010
First Quarter	$	6.25	$	3.85
Second Quarter	$	6.28	$	5.43
Third Quarter	$	5.88	$	4.92

	Symyx Common Stock
	High		Low
Fiscal Year 2008
First Quarter	$	8.26	$	5.79
Second Quarter	$	8.64	$	6.88
Third Quarter	$	12.58	$	6.48
Fourth Quarter	$	9.91	$	2.85
Fiscal Year 2009
First Quarter	$	6.18	$	2.39
Second Quarter	$	6.59	$	3.72
Third Quarter	$	7.75	$	5.74
Fourth Quarter	$	6.97	$	3.97
Fiscal Year 2010
First Quarter	$	5.73	$	4.24


	Accelrys Common Stock		Symyx Common Stock		Equivalent Symyx Price Per Share
April 1, 2010	$	6.50	$	4.47	$	5.07
May 13, 2010	$	7.31	$	5.73	$	5.70


• Actuate Corporation		• Medidata Solutions, Inc.

• ANSYS, Inc.		• Micro Strategy Incorporated

• Autodesk, Inc.		• Parametric Technology Corporation

• eResearchTechnology, Inc.		• Phase Forward Incorporated

• Informatica Corporation


	Comparable Public Company Multiple Range	Symyx Relevant Metrics (millions)		Implied per Share Value Range
TEV/TTM Revenue	1.25x – 1.75x	$	88.6	$	5.43 – $6.69
TEV/Revenue 2010E	1.0x – 1.5x	$	84.9	$	4.70 – $5.90
TEV/Revenue 2011E	1.0x – 1.5x	$	94.2	$	4.97 – $6.30
TEV/TTM EBITDA	7.0x – 9.0x	$	14.0	$	5.07 – $5.86
TEV/EBITDA 2010E	6.0x – 8.0x	$	10.4	$	4.07 – $4.66
TEV/EBITDA 2011E	5.0x – 7.0x	$	15.4	$	4.48 – $5.35
TEV/TTM P/E	15.0x – 19.0x	$	0.36	$	5.46 – $6.91
TEV/P/E 2010E	12.0x – 17.0x	$	0.27	$	3.22 – $4.56
TEV/P/E 2011E	10.0x – 15.0x	$	0.35	$	3.45 – $5.18


Target	Acquirer	Announcement Date
Amicas, Inc.	Merge Healthcare Incorporated	February 22, 2010
Global Med Technologies, Inc.	Haemonetics Corporation	February 1, 2010
SPSS Inc.	International Business Machines Corporation	July 28, 2009
Vignette Corporation	Open Text Corporation	May 6, 2009
Emageon Inc.	Amicas, Inc.	February 23, 2009
Interwoven, Inc.	Autonomy Corporation Plc.	January 22, 2009
Pharsight Corporation	Tripos Inc.	September 9, 2008
Captaris, Inc.	Open Text Corporation	September 4, 2008
Insightful Corporation	Tibco Software Inc.	June 19, 2008
MEDecision, Inc.	Mutual Legal Reserve Company	June 18, 2008
Moldflow Corporation	Autodesk, Inc.	May 1, 2008
Ansoft Corporation	ANSYS, Inc.	March 31, 2008
Optio Software, Inc.	Bottomline Technologies (de), Inc.	March 3, 2008
CMS Inc.	Elekta AB	January 8, 2008


	Comparable Transaction Multiple Range	Symyx Relevant Metrics (millions)		Implied per Share Value Range
TEV/TTM Revenue	1.0x – 1.75x	$	88.6	$	4.81 – $6.69
TEV/TTM EBITDA	8.0x – 12.0x	$	14.0	$	5.46 – $7.04


	1-Trading Day Prior		20-Trading Days Prior
Premium Percentage
High	54	%	61	%
75th Percentile	16	%	16	%
Median	9	%	9	%
25th Percentile	4	%	6	%
Low	1	%	(11	)%


	% Contribution
Operating Metric	Accelrys	Symyx
TTM Revenue	48.1	51.9
CY2010P Revenue	49.8	50.2
CY2011P Revenue	48.9	51.1
TTM EBITDA	36.0	64.0
CY2010P EBITDA	44.6	55.4
CY2011P EBITDA	42.2	57.8
TTM Net Income	35.0	65.0
CY2010P Net Income	44.5	55.5
CY2011P Net Income	44.4	55.6
Net Cash	46.8	53.2


Announcement Date	Acquirer	Target
• 12/08/09	• Francisco Partners LP	• QuadraMed Corporation
• 09/09/08	• Vector Capital / Tripos, Inc.	• Pharsight Corporation
• 09/05/08	• Phase Forward Incorporated	• Clarix LLC
• 06/19/08	• TIBCO Software Inc.	• Insightful Corporation
• 06/13/08	• Parexel International Corporation	• Clinphone plc
• 11/27/07	• eResearch Technology, Inc.	• Covance Cardiac Safety Services Inc.
• 08/10/07	• Symyx	• MDL Information Systems, Inc.
• 11/20/06	• Vector Capital	• Tripos, Inc. (Discovery/Informatics Business)
• 11/13/06	• DATATRAK International, Inc.	• ClickFind, Inc.
• 10/26/06	• Clinphone plc	• Datalabs, Inc.
• 06/14/06	• Cerner Corporation	• Galt Associates, Inc.


	Implied Multiples for Selected Transactions				Implied Multiples for Symyx Based on Implied Per Share Value of Merger Consideration
	High	Median	Mean	Low
Transaction Value as Multiple of:
LTM Revenue	2.6x	1.4x	1.5x	0.7x	1.1x
LTM EBITDA	19.0x	16.9x	14.7x	8.7x	5.0x


	Implied Symyx Contribution Percentage		Implied Enterprise Value Percentage Attributable to Symyx in the Merger
Calendar Years 2009-2014:
Revenue	49.7	% – 51.9%	52.6	%
EBITDA	64.5	% – 77.0%
EBITDA excluding Dow Royalties:	40.1	% – 64.0%
EBITDA with Pre-Tax Net Synergies:	29.8	% – 48.0%


	Year Ending March 31,
($ in millions, except per share amounts)	2010E		2011E		2012E		2013E		2014E		2015E
	FY		FY		FY		FY		FY		FY
Orders	$	85.6	$	87.1	$	94.5	$	104.5	$	114.7	$	126.4
Revenue	$	83.2	$	84.1	$	92.3	$	101.7	$	112.0	$	123.2
Net Income	$	2.9	$	4.6	$	6.0	$	7.5	$	8.9	$	9.9
Diluted EPS	$	0.10	$	0.16	$	0.21	$	0.26	$	0.31	$	0.35


	Year Ending December 31,
(in millions, except where noted)	2010E			2011E			2012E			2013E			2014E
Revenue		84.9			94.2			102.3			107.9			122.0
Growth (%)		(4	%)		11	%		9	%		5	%		13	%
COGS		(19.2	)		(21.1	)		(22.3	)		(23.2	)		(26.2	)

Gross Profit		65.7			73.1			80.0			84.8			95.8
Operating Expenses
Research & Development		(27.1	)		(26.9	)		(27.0	)		(26.2	)		(26.5	)
Sales & Marketing		(20.6	)		(23.8	)		(25.8	)		(29.8	)		(34.4	)
General & Administrative		(14.9	)		(15.0	)		(14.6	)		(14.9	)		(15.2	)

Total Operating Expenses		62.6			65.6			67.4			70.9			76.1

Royalty Income		4.8			5.3			6.6			7.7			7.2
EBITA (excl. FAS123R Expense)		7.9			12.7			19.1			21.6			26.9
Less: FAS123R		(2.4	)		(2.6	)		(2.7	)		(2.8	)		(3.0	)
Less: Amortization		(10.1	)		(8.1	)		(7.5	)		(7.0	)		(8.8	)

EBIT (incl. FAS123R Expense)		(4.7	)		2.1			8.9			11.8			15.2
Plus: Depreciation and Amortization		12.7			10.7			10.2			9.8			11.7

EBITDA (incl. FAS123R Expense)		8.0			12.8			19.2			21.6			26.9
EBITDA (excl. FAS123R Expense)		10.4			15.4			21.9			24.4			29.8
Growth (%)		(48	%)		48	%		42	%		12	%		22	%
Margin (%)		12	%		16	%		21	%		23	%		24	%
Net Interest & Other Income		(0.3	)		0.4			0.5			0.6			0.7
Pre-Tax Income		(5.0	)		2.5			9.5			12.4			15.9

Net (Loss) Income		(3.1	)		1.6			5.8			7.6			9.7

GAAP EPS ($)	($	0.09	)	$	0.04		$	0.16		$	0.21		$	0.27


	Current Accelrys Directors	Current Symyx Directors
Class I:	Jeffrey Rodek Larry Ferguson	Steven Goldby

Class II:	Max Carnecchia Christopher Steffen	Timothy Harkness

Class III:	Kenneth L. Coleman* Ricardo Levy	Chris van Ingen Bruce Pasternack


Name	Base Salary ($)(1)		Bonus ($)(1)
Isy Goldwasser	$	315,000	$	204,750
Rex Jackson	$	165,000	$	107,250
Richard Rosenthal	$	130,200	$	52,080
Charles Haley	$	125,004	$	50,002


Name	Anticipated Bonus ($)
Isy Goldwasser	$	136,500
Rex Jackson	$	107,250
Richard Rosenthal	$	52,080
Charles Haley	$	50,000


	Constructive Termination or Involuntary Termination Without Cause after a Change in Control						Constructive Termination or Involuntary Termination Without Cause other than after a Change in Control
Name and Principal Position	Health Care Benefits ($)(1)		Salary ($)(2)		Equity Acceleration ($)(3)		Health Care Benefits ($)(1)		Salary ($)(2)		Equity Acceleration ($)(3)
Isy Goldwasser	$	24,540	$	525,000	$	205,350	$	14,724	$	315,000	$	205,350
Rex Jackson	$	24,540	$	412,500	$	133,478	$	14,724	$	247,500	$	133,478
Richard Rosenthal	$	24,540	$	325,500	$	61,605	$	14,724	$	195,300	$	61,605
Trevor Heritage	$	24,540	$	375,000	$	120,307	$	14,724	$	225,000	$	120,307
Charles Haley	$	24,540	$	312,510	$	46,204	$	14,724	$	187,506	$	46,204


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class

*5% Stockholders*
Wellington Management Company, LLP 75 State Street Boston, MA 02109	2,102,943	(1)	7.6	%
Brown Capital Management, Inc. 1201 N. Calvert Street Baltimore, MD 21202	1,650,243	(2)	5.9	%
Burnham Asset Management Corp. 1325 Avenue of the Americas New York, NY 10019	1,551,789	(3)	5.6	%
BlackRock, Inc. 55 East 52nd Street New York, NY 10022	1,472,433	(4)	5.3	%

*Current Executive Officers*
Max Carnecchia	201,000	(5)	—
Michael A. Piraino	—		—
Todd Johnson.	12,000	(6)	*
Mathew A. Hahn, Ph.D.	423,426	(7)	1.5	%
Paul Burrin, Ph.D.	—		—

*Former Executive Officers*
Rick E. Russo	18,586	(8)	*
Ilene Vogt.	61,112	(9)	*

*Non-Employee Directors*
Kenneth L. Coleman	49,306	(10)	*
Ricardo B. Levy	66,577	(11)	*
Christopher J. Steffen	49,791	(12)	*
Jeffrey Rodek	—		—
Larry Ferguson	—		—
All current executive officers and directors as a group (13 persons)	1,254,076	(13)	4.4	%


Name and Address of Beneficial Owner	Amount of Common Stock Beneficially Owned	Percent of Class(1)(2)
*5% Stockholders*
Wells Fargo & Company (3) 420 Montgomery Street San Francisco, CA 94163	2,972,168	8.49	%
Royce & Associates, LLC (4) 745 Fifth Avenue New York, NY 10151	3,865,700	11.04	%
BlackRock, Inc. (5) 40 East 52nd Street New York, NY 10022	2,145,275	6.13	%
Brown Capital Management (6) 1201 North Calvert Street Baltimore, MD 21202	5,031,079	14.37	%
T. Rowe Price Associates, Inc. (7) 100 East Pratt Street Baltimore, MD 21202	2,353,713	6.72	%

*Directors and/or Officers*
Steven D. Goldby (8)	464,845	1.31	%
G. Stephen DeCherney (9)	13,514	*
Timothy Harkness (9)	16,929	*
David Hill (9)	19,742	*
Bruce Pasternack (9)	19,746	*
Chris van Ingen (9)	16,929	*
Isy Goldwasser (10)	777,866	2.18	%
Rex S. Jackson (11)	187,157	*
Richard Boehner	45,409	*
Trevor Heritage (12)	126,126	*
Richard Rosenthal (13)	56,193	*
Charles Haley (14)	28,498	*
All directors and executive officers as a group (12 persons) (15)	1,772,684	5.00	%