EXHIBIT 10.44
  
  AMENDMENT
TO CREDIT AGREEMENT
  This
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as
of March 11, 2009, among SYMYX TECHNOLOGIES, INC., a Delaware corporation
(the “Borrower”), each
lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender”), and BANK OF
AMERICA, N.A.,as
Administrative Agent (the “Administrative
Agent”) and as L/C Issuer.
  RECITALS
  A.          
The Borrower, the Lenders, the Administrative Agent, and Bank of America, N.A.
as L/C Issuer, are party to that certain Credit Agreement dated as of
September 28, 2007 (the “Credit Agreement”),
pursuant to which the Administrative Agent and the Lenders have extended certain
credit facilities to the Borrower.
  B.           
The Borrower has requested that the Administrative Agent and the Lenders agree
to certain amendments to and waivers in respect of the Credit Agreement, and the
Lenders have agreed to such request, subject to the terms and conditions of this
Amendment.
  NOW,
THEREFORE, for valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
  1.            
Defined
Terms.  Unless otherwise defined herein, capitalized terms used
herein shall have the meanings, if any, assigned to such terms in the Credit
Agreement.  As used herein, “Amendment Documents”
means this Amendment, the Guarantor Consent, the Credit Agreement (as amended by
this Amendment), and each certificate and other document executed and delivered
by the Borrower pursuant to Section 6
hereof.
  2.            
Interpretation.  The
rules of interpretation set forth in Sections 1.02,
1.03, 1.04, 1.05, and 1.06 of the Credit
Agreement shall be applicable to this Amendment and are incorporated herein by
this reference.
  3.            
Amendment to Credit
Agreement.  Subject to the terms and conditions hereof, and
with effect from and after the Effective Date, the Credit Agreement shall be
amended as follows:
  (a)          
Section 7.11(a)
of the Credit Agreement shall be amended by deleting “$200,000,000” and
replacing it with “$93,800,000”.
  4.            
Waiver.
  (a)          
For purposes of this waiver, the “Existing Default”
shall mean any Event of Default arising pursuant to Section 8.01(b)
of the Credit Agreement by virtue of any breach as of December 31, 2008 in
respect of Section 7.11(a).
  (b)          
Subject to and upon the terms and conditions hereof and with effect on the
Effective Date, the Lenders hereby waive the Existing Default.
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  (c)          
Nothing contained herein shall be deemed a waiver of (or otherwise affect the
Lenders’ ability to enforce) any other default or event of default under the
Credit Agreement, including (i) any default or event of default as may now
or hereafter exist and arise from or otherwise be related to (but not otherwise
constituting) the Existing Default (including without limitation any
cross-default arising under the Credit Agreement by virtue of any matters
resulting from the Existing Default), and (ii) any default or event of
default arising at any time after the Effective Date and which is the same as or
similar to the Existing Default.
  5.            
Representations and
Warranties.  Borrower hereby represents and warrants to the
Administrative Agent and the Lenders as follows:
  (a)          
No Default has occurred and is continuing.
  (b)          
The execution, delivery and performance by the Borrower of this Amendment have
been duly authorized by all necessary corporate and other action and do not and
will not require any registration with, consent or approval of, or notice to or
action by, any Person (including any Governmental Authority) in order to be
effective and enforceable.
  (c)          
All representations and warranties of the Borrower contained in Article V of the
Credit Agreement are (i) in the case of representations and warranties that
are qualified as to materiality, true and correct, and (ii) in the case of
representations and warranties that are not qualified as to materiality, true
and correct in all material respects, in each case on and as of the Effective
Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct or true
and correct in all material respects, as the case may be, as of such earlier
date; provided
that the representations and warranties contained in Section 5.05
shall be deemed to refer to the most recent financial statements furnished
pursuant to subsections (a) and (b) of Section 6.01.
  (d)          
Borrower is entering into this Amendment on the basis of its own investigation
and for its own reasons, without reliance upon the Administrative Agent, the
Lenders or any other Person.
  6.            
Effective
Date.
  (a)           This
Amendment will become effective when each of the following conditions precedent
has been satisfied (the “Effective
Date”):
  (i)           
The Administrative Agent shall have received from the Borrower and the Required
Lenders a duly executed original (or, if elected by the Administrative Agent, an
executed facsimile copy) counterpart to this Amendment.
  (ii)           The
Administrative Agent shall have received from each Guarantor a guarantor consent
in the form attached hereto as Annex I (the
“Guarantor
Consent”), signed by Responsible Officers of the applicable
Guarantor.
  (iii)          The
Administrative Agent shall have received from the Borrower satisfactory evidence
of the authorization of the execution, delivery and performance by the Borrower
of this Amendment.
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  (iv)          The
Administrative Agent shall have received from the Borrower for the account of
each Lender executing this Amendment, an amendment fee in the amount of 10 b.p.
(0.10%) times the Commitment amount of such Lender.
  (v)           The
Borrower shall have paid to the Administrative Agent all reasonable costs and
expenses of counsel to the Administrative Agent to the extent invoiced prior to
the Effective Date.
  (vi)          The
Administrative Agent shall have received, in form and substance satisfactory to
it, such additional approvals, consents, opinions, documents and other
information as the Administrative Agent shall request.
  (b)           For
purposes of determining compliance with the conditions specified in this Section 6, each
Lender that has executed this Amendment and delivered it to the Administrative
Agent shall be deemed to have consented to, approved or accepted, or to be
satisfied with, each document or other matter either sent, or made available for
inspection, by the Administrative Agent to such Lender for consent, approval,
acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to such Lender.
  (c)           From
and after the Effective Date, the Credit Agreement is amended as set forth
herein.  Except as expressly amended pursuant hereto, the Credit
Agreement shall remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects.
  (d)           The
Administrative Agent will notify the Borrower and the Lenders of the occurrence
of the Effective Date.
  7.            
Reservation of
Rights.  Borrower acknowledges and agrees that neither the
execution nor the delivery by the Administrative Agent and the Lenders of this
Amendment, shall be deemed to create a course of dealing or otherwise obligate
the Administrative Agent or the Lenders to execute similar amendments or waivers
under the same or similar circumstances in the future.
  8.            
Miscellaneous.
  (a)           This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and thereto and their respective successors and assigns.  No third
party beneficiaries are intended in connection with this Amendment.
  (b)           THIS
AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.14
AND 10.15 OF
THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE, AND WAIVER OF RIGHT TO
TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN
IN FULL.
  (c)           This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument.  Transmission of signatures of any party by
facsimile shall for all purposes be deemed the delivery of original, executed
counterparts thereof and the Administrative Agent is hereby authorized to make
sufficient photocopies thereof to assemble complete counterparty
documents.
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  (d)           This
Amendment, together with the other Amendment Documents and the Credit Agreement,
contain the entire and exclusive agreement of the parties hereto with reference
to the matters discussed herein and therein.  This Amendment
supersedes all prior drafts and communications with respect
thereto.  This Amendment may not be amended except in accordance with
the provisions of Section 10.01 of the
Credit Agreement.
  (e)           If
any term or provision of this Amendment shall be deemed prohibited by or invalid
under any applicable law, such provision shall be invalidated without affecting
the remaining provisions of this Amendment or the Credit Agreement,
respectively.
  (f)           The
Borrower covenants to pay to or reimburse the Administrative Agent, upon demand,
for all costs and expenses incurred in connection with the development,
preparation, negotiation, execution and delivery of this Amendment.
  (g)           Each
of this Amendment and the Guarantor Consent shall constitute a “Loan Document” under
and as defined in the Credit Agreement.
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left blank]
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  IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
  SYMYX
      TECHNOLOGIES, INC.By:
                  /s/ Rex S.
      JacksonName:
                  Rex S.
      JacksonTitle:
                  EVP &
      CFO
 
  BANK OF AMERICA, N.A.,
      as Administrative
      AgentBy:
                                  /s/ Thomas R.
      SullivanName:
                                  Thomas
      R. SullivanTitle:
                                  Senior Vice
      President
 
  BANK OF AMERICA, N.A.,as a Lender and L/C IssuerBy:
                        /s/ Thomas R
      SullivanName:
                        Thomas
      R. SullivanTitle:
                        Senior
      Vice
President
 
  ANNEX I
 to
Amendment to
 Credit
Agreement
 
 GUARANTOR
CONSENT
  Each of
the undersigned, in its capacity as a Guarantor, acknowledges that its consent
to the foregoing Amendment to Credit Agreement (the “Amendment”) is not
required, but each of the undersigned nevertheless does hereby consent to the
foregoing Amendment and to the documents and agreements referred to
therein.  Nothing herein shall in any way limit any of the terms or
provisions of the Guaranty of the undersigned or the Collateral Documents
executed by the undersigned in the Administrative Agent’s and the Lenders’
favor, or any other Loan Document executed by the undersigned (as the same may
be amended from time to time), all of which are hereby ratified and affirmed in
all respects.  This Consent may be executed in
counterparts.
   SYMYX TOOLS, INC., as a
      GuarantorBy:
                                        /s/ Rex JacksonName:
                                        Rex
      JacksonTitle:
                                        PresidentSYMYX SOFTWARE, INC., as
      a GuarantorBy:
                                        /s/ Rex JacksonName:
                                        Rex
      JacksonTitle:
                                        Vice
      PresidentSYMYX TECHNOLOGIES
      INTERNATIONAL, INC., as a GuarantorBy:
                                        /s/ Rex JacksonName:
                                        Rex
      JacksonTitle:
                                        Vice
      President