Exchange and Escrow Agreement Sample Contracts

PAYMENT, EXCHANGE AND ESCROW AGREEMENT dated as of August 4, 2004 among MATRIXONE, INC., THE REPRESENTATIVE, EQUISERVE TRUST COMPANY, N.A., as Exchange Agent and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent
Exchange and Escrow Agreement • August 10th, 2004 • Matrixone Inc • Services-prepackaged software • Massachusetts

This Agreement is being entered into pursuant to Section 2.3(a) of the Merger Agreement, dated as of June 4, 2004 (the “Merger Agreement”), by and among MatrixOne, MatrixOne International, Inc., InSync Merger Corporation, Synchronicity, the noteholders and stockholders of Synchronicity signatories thereto and the Representative, a copy of which is attached as Exhibit A hereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.

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Contract
Exchange and Escrow Agreement • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • British Columbia

The Company has requested confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended

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