Accelrys, Inc. Sample Contracts

Standard Contracts

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AMONG:
Merger Agreement • February 5th, 1998 • Pharmacopeia Inc • Services-commercial physical & biological research • Delaware
AGREEMENT ---------
Separation Agreement • October 11th, 2005 • Accelrys, Inc. • Services-prepackaged software • California
EX-1.1 OTHERDOC 2 0002.txt JOINT FILING AGREEMENT
Joint Filing Agreement • June 14th, 2002 • Pharmacopeia Inc • Services-commercial physical & biological research

The undersigned hereby agree that the Statement on this Schedule 13G, dated June 12, 2002, (the "Schedule 13G"), with respect to the Common Stock, no par value per share, of Pharmacopeia, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

EXHIBIT 10.49 LEASE PARTIES
Lease Agreement • August 4th, 1999 • Pharmacopeia Inc • Services-commercial physical & biological research
EXHIBIT 10.35 JOINT VENTURE AGREEMENT February 14, 1992
Joint Venture Agreement • August 14th, 1998 • Pharmacopeia Inc • Services-commercial physical & biological research
BASIC LEASE PROVISIONS ----------------------
Lease Agreement • November 13th, 1998 • Pharmacopeia Inc • Services-commercial physical & biological research • California
GUARANTEE
Guarantee • March 29th, 1999 • Pharmacopeia Inc • Services-commercial physical & biological research • New Jersey
EXHIBIT 10.40 AMENDED AND RESTATED DISTRIBUTORSHIP AGREEMENT March 1, 1998
Distributor Agreement • November 13th, 1998 • Pharmacopeia Inc • Services-commercial physical & biological research • California
WITNESSETH
Collaboration Agreement • December 14th, 2001 • Pharmacopeia Inc • Services-commercial physical & biological research • Washington
Exhibit 10.46 [Letterhead of Pharmacopeia, Inc.] December 17, 1998 Lewis Shuster 18 East Kincaid Drive Cranbury, NJ 08512 Dear Lew: As you know, the letter agreement between you and Pharmacopeia, Inc. (the "Company") dated October 4, 1994, as amended...
Severance Agreement • March 29th, 1999 • Pharmacopeia Inc • Services-commercial physical & biological research

As you know, the letter agreement between you and Pharmacopeia, Inc. (the "Company") dated October 4, 1994, as amended on October 10, 1994 (the "1994 Letter"), provided for, among other things, severance payments by the Company in the event that you are terminated without cause within twenty-four months of the execution of the "1994 Letter." Now that such term has expired, the purpose of this letter is to set forth our agreement with respect to the Company's obligation to make severance payments to you under certain circumstances. Upon execution of this letter by both you and the Company, the terms set forth herein shall become effective immediately.

AMENDMENT NO. 1
Collaboration and License Agreement • March 30th, 2000 • Pharmacopeia Inc • Services-commercial physical & biological research
INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 7th, 2013 • Accelrys, Inc. • Services-prepackaged software • Delaware

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

BETWEEN
Office Building Lease • March 29th, 1999 • Pharmacopeia Inc • Services-commercial physical & biological research • California
LEASE
Lease • November 12th, 1996 • Pharmacopeia Inc • Services-commercial physical & biological research
Exhibit 2 DATED JUNE 21, 2001 ------------------- AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN SYNOMICS LIMITED
Agreement for the Sale and Purchase of Shares • July 13th, 2001 • Pharmacopeia Inc • Services-commercial physical & biological research
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Exhibit 1.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 14, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.0001 per share, of Pharmacopeia,...
Joint Filing Agreement • February 14th, 2003 • Pharmacopeia Inc • Services-commercial physical & biological research

The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 14, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.0001 per share, of Pharmacopeia, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

RECITALS
Indemnification Agreement • March 29th, 1999 • Pharmacopeia Inc • Services-commercial physical & biological research • Delaware
EX-2.1
Share Acquisition Agreement • March 9th, 2000 • Pharmacopeia Inc • Services-commercial physical & biological research
AGREEMENT AND PLAN OF MERGER Dated as of January 30, 2014, Among DASSAULT SYSTEMES AMERICAS CORP., 3DS ACQUISITION CORP. And ACCELRYS, INC.
Merger Agreement • January 30th, 2014 • Accelrys, Inc. • Services-prepackaged software • Delaware

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

TABLE OF CONTENTS
Build-to-Suit Lease • December 14th, 2001 • Pharmacopeia Inc • Services-commercial physical & biological research • California
AMENDMENT TO NONEXCLUSIVE LICENSE AGREEMENT
Nonexclusive License Agreement • October 2nd, 2001 • Pharmacopeia Inc • Services-commercial physical & biological research • Washington
RESEARCH AGREEMENT
Research Agreement • March 11th, 1997 • Pharmacopeia Inc • Services-commercial physical & biological research • New York
VOTING AGREEMENT
Voting Agreement • April 6th, 2010 • Accelrys, Inc. • Services-prepackaged software • Delaware

This Voting Agreement (“Voting Agreement”) is entered into as of April 5, 2010, by and between Accelrys, Inc., a Delaware corporation (“Parent”), and _______ (“Stockholder”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 22nd, 2010 • Accelrys, Inc. • Services-prepackaged software • California

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the Effective Date, as defined below, by and between Accelrys, Inc., a Delaware corporation (hereinafter, the “Company”), and Todd Johnson, an individual (hereinafter, “Executive”).

LEASE AGREEMENT
Lease Agreement • November 10th, 2003 • Pharmacopeia Inc • Services-commercial physical & biological research • New Jersey

AGREEMENT, made August 20,2003, between Eastpark at 8A, 1000 Eastpark Blvd., Cranbury, New Jersey 08512, “Landlord”; and Pharmacopeia, Inc., 3000 Eastpark Boulevard, Cranbury, NJ 08512, “Tenant”.

SEAVIEW CORPORATE CENTER OFFICE LEASE AGRRI SEAVIEW, L.L.C., a Delaware limited liability company, as Landlord, and ACCELRYS INC., a Delaware corporation as Tenant.
Office Lease • February 9th, 2005 • Accelrys, Inc. • Services-prepackaged software • California

This Office Lease, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between AGRRI SEAVIEW, L.L.C., a Delaware limited liability company (“Landlord”) and ACCELRYS INC., a Delaware corporation (“Tenant”).

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