Exhibit
2.3


Execution
Copy


ASSET
PURCHASE AGREEMENT





among:





HPR
Global, Inc.,


a
Delaware corporation,





Symyx
Technologies, Inc.,


a
Delaware corporation





and





Symyx
Solutions, Inc.,


an Oregon
corporation


____________________________





Dated as
of February 11, 2010


____________________________







ASSET
PURCHASE AGREEMENT





This Asset
Purchase Agreement is entered into as of February 11, 2010, by and among
HPR Global, Inc.,
a Delaware corporation (“Purchaser”), Symyx
Technologies, Inc., a Delaware corporation (“Parent”) and Symyx
Solutions, Inc., an Oregon corporation and wholly-owned subsidiary of Parent
(“Seller”).  Certain
capitalized terms used in this Agreement are defined in Exhibit A.





Recital





Seller
and Purchaser wish to provide for the sale of the Transferred Assets (as defined
in Section 1.1) to Purchaser on the terms set forth in this
Agreement.





Concurrently
with the execution of this Agreement, Purchaser and Seller are entering into a
Technology License Agreement, attached hereto as Exhibit B (the “License Agreement”),
which agreement shall become effective upon the Closing.





Agreement





The
parties to this Agreement, intending to be legally bound, agree as
follows:





1. Sale of Transferred Assets;
Related Transactions.





1.1           Sale of Transferred
Assets.  Seller shall sell, assign, transfer, convey and
deliver to Purchaser, at the Closing (as defined in Section 1.7), all of
Seller’s ownership, rights and interest in and to the following properties,
rights, interests and tangible and intangible assets (the “Transferred Assets”),
free of any Encumbrances (other than Permitted Encumbrances), on the terms and
subject to the conditions set forth in this Agreement:





(a)           Intellectual
Property:  The patents and patent applications, trade secrets,
know-how, inventions, designs, drawings and other intellectual property
rightsidentified
on Schedule
1.1(a) (collectively, the “Transferred
IP”).





(b)           Fixed
Assets:  The furniture, fixtures, computer equipment and other
tangible assets of Seller that are identified on Schedule 1.1(b) (the
“Transferred Fixed
Assets”).





(c)           Contracts:  All
rights of Seller under Seller Contracts identified on Schedule 1.1(c) (the
“Transferred
Contracts”).





(d)           LEA
Software:  The components of the “Lab Execution and Analysis”
(“LEA”)
software platform identified on Schedule 1.1(d) and
all source code files, development tools, test results, error logs and any other
materials or documentation related thereto, and all Intellectual Property Rights
therein other than the Retained Intellectual Property (collectively, the “LEA Software
Assets”).





(e)           Account Receivables:
The accounts receivable, notes receivable, other receivables and rights to bill
and receive payment for products shipped or delivered by the Business and/or
services performed by the Business but unbilled or unpaid as of the Closing to
be identified on Schedule 1.1(e) to be
delivered by Seller to Purchaser at the Closing (but expressly excluding the
right to receive payment of royalties arising under Seller Contracts, which
right to receive royalties is retained by Seller) (the “Transferred
Receivables”).


1


(f)           Inventory:  The
inventory owned by Seller to be identified on Schedule 1.1(f) to be
delivered by Seller to Purchaser at the Closing (the “Transferred
Inventory”).





(g)           Cash:  Cash
in an amount to be determined by Seller and set forth on Schedule 1.1(g) in
order to make the representation set forth in Section 2.15 as of the Closing;
provided, however, in
no event shall such cash amount be less than $3,000,000 (the “Transferred
Cash”).





(h)           Claims:  All
Claims (including Claims for past infringement of Transferred Assets and Claims
for insurance benefits, rights and proceeds) of Seller against other Persons
relating to the Transferred Assets (regardless of whether or not such Claims
have been asserted by Seller) and all rights of indemnity, warranty rights,
rights of contribution, rights to refunds, rights of reimbursement and other
rights of recovery possessed by Seller (regardless of whether such rights are
currently exercisable) relating to the Transferred Assets.





(i)           Marketing
Materials:  Advertising, marketing and promotional materials
possessed by Seller relating to the Business.





(j)           Lists and
Records:  All lists, records and other information and data
pertaining to accounts, personnel and referral sources, suppliers, customers and
research activities pertaining to the other Transferred Assets and drawings,
reports, studies, plans, books, ledgers, files and business and accounting
records relating to such Transferred Assets of every kind (including all
financial, business and marketing plans), in each case whether evidenced in
writing, electronic data, computer software or otherwise.





(k)           Governmental
Authorizations:  To the extent transferrable to Purchaser, all
Governmental Authorizations and rights to all data and records held by any
Governmental Body.





In
furtherance of the foregoing and not in limitation thereof, the parties
acknowledge that the Transferred Assets will include all of the tangible assets
physically located on the date of this Agreement at Seller’s facility located at
415 Oakmead Parkway, Sunnyvale, California 94085 (the “Oakmead
Facility”).  Notwithstanding the foregoing, the parties agree
that Seller is not selling, assigning, transferring, conveying or delivering to
Purchaser, and the Transferred Assets shall not include, any licenses or royalty
obligations owing to Seller, whether or not associated with the Business or any
Transferred Asset.





Parent
has provided to Purchaser draft versions of Schedules 1.1(e), 1.1(f),
1.1(g) and 1.3(a) which are based on the financial information available to
Parent as of the date hereof and provide a good faith estimate by Parent as to
what will comprise such Schedules as of the Closing.  Purchaser
acknowledges that the final versions of such Schedules shall be delivered to
Purchaser in connection with the Closing and shall be prepared by Parent in
accordance with this Section 1.1 and and
as necessary to satisfy the representation in Section
2.15.  The final versions of such Schedules shall be prepared
by Parent and delivered to Purchaser at least two business days prior to the
scheduled Closing Date.





1.2           Purchase Price.  The
aggregate purchase price (the “Purchase Price”) to
be paid by Purchaser as consideration for the sale, assignment, transfer,
conveyance and delivery of the Transferred Assets pursuant to this Agreement
shall be:





(a)           the
assumption of the Assumed Liabilities as described in Section 1.3, which shall
be evidenced by the execution by Purchaser of an Assumption Agreement in the
form of Exhibit
C (the “Assumption
Agreement”);


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(b)           the
issuance of a promissory note by Purchaser to Seller in the principal amount of
$10,000,000, in the form of Exhibit D (the “Note”);
and





(c)           the
issuance of that number of shares of Purchaser Common Stock, constituting 19.5%
of the outstanding shares of capital stock of Purchaser immediately following
the Closing (after giving effect to the issuance of the shares contemplated by
this Section 1.2(c))
(the “Shares”),
and a warrant, in the form attached hereto as Exhibit E (the “Warrant” and,
together with the Shares, the “Securities”), to
purchase that number of shares of Purchaser Common Stock that constitute 19.5%
of the shares reserved for issuance under the Plan as of the Closing (with such
share amounts to be based on the capitalization information set forth in the
Purchaser Closing Certificate (defined in Section 1.7
below).





1.3           Assumption
of Liabilities.





(a)           On
the terms and subject to the conditions set forth in this Agreement, Purchaser
shall assume, at the Closing, only the following Liabilities of Seller (the
“Assumed
Liabilities”):  (i) the obligations and liabilities set forth
on Schedule
1.3(a) (the “Transferred
Liabilities”) to be delivered by Seller to Purchaser at Closing, which
Transferred Liabilities shall not exceed an amount necessary to make the
representation in Section 2.15 accurate as of the Closing;  (ii) the
obligations and liabilities relating to the operation of the Business by
Purchaser or the Transferred Assets that first arise after the Closing; (iii)
the obligations and liabilities of Seller under the Transferred Contracts that
first arise after the Closing; and (iv) the wages, salaries or other Liabilities
relating to the Transferred Employees with respect to the employment of such
Transferred Employees for the period of time that they are employed by Purchaser
or any of its Affiliates following the Closing.





(b)           Notwithstanding
anything to the contrary in this Agreement, Purchaser shall not assume any
liabilities or obligations of Seller (whether or not related to the Transferred
Assets or the Business and whether or not incurred prior to, at or following the
Closing) other than the Assumed Liabilities (the “Retained
Liabilities”).  Specifically, but not in limitation of the
foregoing sentence, the following Liabilities shall be deemed to be Retained
Liabilities:  (i) any actual or alleged breach of or default
under any Transferred Contract occurring on or prior to the Closing;
(ii) any violation of a Legal Requirement, product liability, tort or
infringement occurring on or prior to the Closing; (iii) any Proceeding
relating to any of the foregoing.  The Retained Liabilities shall also
include any and all Liabilities with respect to the employment of the employees
of the Business that arise from or relate to the period of time that such
employees were employed by the Seller or any of its Affiliates, any and all
Liabilities that arise from or relate to the termination of any such person’s
employment with the Seller or any of its Affiliates, and any and all Liabilities
related to the Seller Plans (as such term is defined in Section
2.17).





(c)           The
parties agree that any Liabilities associated with any property Taxes payable by
any party hereto in connection with the Business for a Tax period including the
Closing Date, or any refunds, credits or offsets of such property Taxes
associated with the Business for such period, will be allocated between
Purchaser, on the one hand, and Parent and Seller, on the other hand, on a
straight-line proportionate basis for any such Tax period based on the number of
days the Business is controlled by Parent and Seller prior to the Closing and
the number of days the Business is controlled by Purchaser following the
Closing.  For the avoidance of doubt, the preceding sentence shall not
apply to any income Taxes or Taxes covered by Section 1.4.





1.4           Sales
Taxes.  Purchaser and Seller shall each bear and pay fifty
percent (50%) of any sales Taxes, value added Taxes, use Taxes, transfer Taxes,
documentary charges, recording fees or similar Taxes, charges or fees that may
become payable in connection with the sale of the Transferred Assets to
Purchaser or in connection with any of the other Transactions.


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1.5           Valuation;
Allocation.





(a)           Prior
to the Closing or as soon as reasonably practicable thereafter, Seller shall
deliver to Purchaser a notice specifying the valuation of the Shares and the
Warrant.  Such valuation of the Shares and Warrant shall be subject to
the approval of Purchaser, such approval not to be unreasonably withheld or
delayed, and shall in no event exceed $500,000 in the aggregate for the
Securities.





(b)           The
Purchase Price shall be allocated among the Transferred Assets in accordance
with a schedule to be prepared by Seller and delivered to Purchaser (taking into
account the valuation of the Securities pursuant to Section 1.5(a) above), which
schedule shall be subject to the approval of Purchaser, such approval not to be
unreasonably withheld or delayed, within 45 days following the Closing
Date.  Such schedule will be prepared in compliance with Section 1060
of the Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations promulgated thereunder), and neither Purchaser nor Seller shall file
(and neither shall permit any Affiliate of Purchaser or Seller, as the case may
be, to file) any Tax Return or other document with, or make any statement or
declaration to, any Governmental Body that is inconsistent with such
allocation.  Purchaser shall prepare and deliver IRS Form 8594 to
Seller within 45 days after the Closing Date to be filed with the United
Internal Revenue Service.  Any disputes under this Section 1.5
shall be resolved in accordance with the dispute resolution procedures set forth
on Schedule 6.9(b).





1.6           Agreements Relating to Transfer of
Transferred Assets.  Seller and Purchaser agree that any
software and software documentation included in the Transferred Assets and any
other Transferred Assets that can be transmitted to Purchaser by electronic
transmission (collectively, the “Remotely Transferable
Assets”) shall be delivered to Purchaser by electronic transmission as of
or promptly (and in any event no later than five days) following the Closing and
shall not be delivered to Purchaser on any tangible medium.  If any
tangible Transferred Asset is inadvertently transferred to Purchaser, together
with any Remotely Transferable Asset, such tangible Transferred Asset shall be
returned to Seller, the Remotely Transferable Assets thereon shall be removed by
Seller, Seller shall transfer such tangible Transferred Asset back to Purchaser
without such Remotely Transferable Assets and Purchaser shall irretrievably
remove such Remotely Transferable Assets that were originally acquired on a
tangible medium from Purchaser’s computers or other electronic
media.  Promptly following any such electronic transmission, Seller
shall execute and deliver to Purchaser a certificate in a form reasonably
acceptable to Purchaser and containing, at a minimum, the following information:
(i) the date of transmission; (ii) the time the transmission was commenced and
concluded; (iii) the name of the individual who made the transmission; (iv) the
signature of such individual; and (v) a general description of the nature of the
items transmitted sufficient to distinguish the transmission from other
transmissions.





1.7           Closing.





(a)           The
closing of the sale of the Transferred Assets to Purchaser and the other
Transactions contemplated by this Agreement (the “Closing”) shall take
place at a time and date to be specified by the parties, which shall be no later
than the second business day following the satisfaction or waiver of the
conditions set forth in this Section 1.7 and shall be no earlier than March
1, 2010 and no later than March 31, 2010, unless otherwise consented to by
Parent and Purchaser, or at such other time or date as the parties hereto agree
in writing.  The Closing shall occur at the offices of Cooley Godward
Kronish llp at
10:00 a.m. Pacific time on the Closing Date.  For purposes of this
Agreement, “Closing
Date” shall mean the date on which the Closing actually takes
place.


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(b)           At
the Closing, Seller shall cause to be delivered to Purchaser:





(i)         
  a Bill of Sale and Assignment Agreement in substantially the form of
Exhibit F
(“Bill of
Sale”), duly executed by Seller;





(ii)           a
sublease agreement with respect to the Oakmead Facility, on terms to be mutually
agreed upon by Parent and Purchaser (the “Lease Agreement”),
duly executed by Seller;





(iii)           a
transition services agreement, on terms to be mutually agreed upon by Parent and
Purchaser (the “Transition
Agreement”), duly executed by Seller;





(iv)           a
Securities Issuance Agreement, substantially in the form of Exhibit G, duly
executed by Seller;





(v)       
    a software license, services and co-marketing agreement,
on terms to be mutually agreed upon by Seller and Purchaser (the “Software License, Services
and Co-Marketing Agreement”);





(vi)           the
Assumption Agreement, duly executed by Seller; and





(vii)      
   such other bills of sale, endorsements, assignments and other
documents as may be reasonably necessary or appropriate to  assign,
convey, transfer and deliver to Purchaser good and valid title to the
Transferred Assets, all duly executed by Seller as appropriate, including
instruments suitable for evidencing and recording with the applicable
Governmental Bodies the assignment of the Registered IP to Purchaser (the “Conveyance
Documents”).





(c)           At
the Closing, Purchaser shall cause to be delivered to Seller:





(i)           
 the Assumption Agreement, duly executed by Purchaser;





(ii)           the
Note, duly executed by Purchaser;





(iii)           a
stock certificate evidencing Seller’s ownership of the Shares;





(iv)           the
Lease Agreement, duly executed by Purchaser;





(v)      
     the Transition Agreement, duly executed by
Purchaser;





(vi)           the
Securities Issuance Agreement, duly executed by Purchaser;





(vii)         the
Software License, Services and Co-Marketing Agreement, duly executed by
Purchaser; and





(viii)        the
closing certificate, in the form attached hereto as Exhibit H (the “Purchaser Closing
Certificate”).


5


(d)           Conditions to Seller’s
Obligations.  The obligation of Seller to consummate the
Transactions contemplated by this Agreement is subject to the satisfaction of
the following conditions as of the Closing:





(i)      
     the representations and warranties set forth in
Section 3 shall
be true and correct, in all material respects, at and as of the Closing as
though then made;





(ii)           Purchaser
shall have performed and complied with, in all material respects, all of the
covenants and agreements required to be performed by it under this Agreement at
or prior to the Closing;





(iii)          no
Proceeding shall be pending in which it is sought to restrain or prohibit or to
obtain damages or other relief (including rescission) in connection with the
Transactions contemplated hereby, and no Order shall have been entered
preventing the transaction contemplated hereby;





(iv)           Purchaser
shall have delivered to Seller a certificate signed by an officer of Purchaser,
in a form reasonably satisfactory to Seller, dated as of the Closing Date,
stating that the conditions specified in subsections (i) and (ii) above have
been satisfied; and





(v)     
      Purchaser shall have delivered to Seller all
other agreements and documents required to be delivered by Purchaser pursuant to
Section 1.7(c).





(e)           Conditions to Purchaser’s
Obligations.  The obligations of Purchaser to consummate the
Transactions contemplated by this Agreement is subject to the satisfaction of
the following conditions as of the Closing:





(i)        
   the representations and warranties set forth in Section 2 shall be
true and correct, in all material respects, at and as of the Closing as though
then made except for those representations and warranties that addressed matters
only as of a particular date prior to the date hereof (which representations
shall have been true and correct as of such particular date);





(ii)           Seller
shall have performed and complied with, in all material respects, all of the
covenants and agreements required to be performed and complied with by it under
this Agreement at or prior to the Closing;





(iii)         Seller
shall have obtained, in form and substance reasonably satisfactory to Purchaser,
releases of all Encumbrances relating to the Transferred Assets (other than the
Permitted Encumbrances), and Seller shall have delivered to Purchaser copies of
all such releases of Encumbrances;





(iv)           Purchaser
and Seller shall have received or obtained all Governmental Authorizations that
are necessary for the consummation of the Transactions contemplated hereby and
Purchaser's operation of the Business after the Closing, in each case on terms
reasonably satisfactory to Purchaser;


6


(v)     
      there shall have been no Material Adverse
Effect since the date of this Agreement;





(vi)           no
Proceeding shall be pending in which it is sought to restrain or prohibit or to
obtain damages or other relief (including rescission) in connection with the
Transactions contemplated hereby, and no Order shall have been entered
preventing the transaction contemplated hereby;





(vii)         Seller
shall have delivered to Purchaser a FIRPTA affidavit dated as of the Closing and
in form and substance required under the Treasury Regulations issued pursuant to
Code Section 1445 so that Purchaser is exempt from withholding any portion of
the Purchase Price;





(viii)       Seller
shall have delivered to Purchaser a certificate signed by an officer of Seller
(or, if so elected by Parent, by an officer of Parent), in a form reasonably
satisfactory to Purchaser, dated as of the Closing Date, stating that the
conditions specified in subsections (i), (ii), (iii) and (v) above have been
satisfied; and





(ix)           Seller
shall have delivered to Purchaser all other agreements and documents required to
be delivered by Seller pursuant to Section 1.7(b).





1.8           Nonassignable
Contracts.  To the extent that the assignment hereunder by
Seller to Purchaser of any Transferred Contract is not permitted or is not
permitted without the consent of any other party to such Transferred Contract
and such consent shall not have been received as of the time of the Closing,
this Agreement shall not be deemed to constitute an assignment of any such
Transferred Contract if such consent is not given or if such assignment
otherwise would constitute a breach of, or cause a loss of contractual benefits
under, any such Transferred Contract, and Purchaser shall assume no obligations
or liabilities under any such Transferred Contract.  Notwithstanding
the foregoing with respect to any such consent that is not obtained prior to the
Closing, at Purchaser’s request, Seller shall cooperate with Purchaser following
the Closing Date in any reasonable arrangement designed to provide Purchaser
with the rights and benefits (subject to the obligations, to the extent such
obligations would have otherwise been Assumed Liabilities if such Transferred
Contract had been assigned to Purchaser at the Closing) under any such
Transferred Contract, including the enforcement for the benefit of Purchaser of
any and all rights of Seller against any other party arising out of any breach
or cancellation of any such Transferred Contract by such other party and, if
requested by Purchaser, acting as an agent on behalf of Purchaser or as
Purchaser shall otherwise reasonably require, all at Purchaser’s
expense.  In addition, with respect to any such consent that is not
obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation
with Purchaser following the Closing Date in any reasonable arrangement designed
to provide Purchaser with the rights and benefits under any such Transferred
Contract, Purchaser shall assume the obligations under any such Transferred
Contract to the extent such obligations would have otherwise been Assumed
Liabilities if such Transferred Contract had been assigned to Purchaser at the
Closing.





2. Representations
and Warranties of Seller.





Parent
and Seller jointly represent and warrant, subject to such exceptions disclosed
in the Disclosure Schedule, to and for the benefit of Purchaser, as
follows:


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2.1           Due Organization.





(a)           Parent
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Oregon.





(b)           Seller,
with respect to the Business, has obtained and currently maintains all
qualifications to do business as a foreign corporation in all other
jurisdictions in which the character of Seller’s properties or the nature of
Seller’s activities require it to be so qualified and in which the failure to be
so qualified has had or would be reasonably expected to have a Material Adverse
Effect.





2.2           Equipment; Fixed
Assets.  All of the Transferred Fixed Assets:  (a)
are structurally sound, free of material defects and deficiencies and in good
condition and repair (ordinary wear and tear excepted); and (b) are adequate for
the uses to which they are being put in the ordinary operation of the
Business.





2.3           Title to Transferred
Assets.  Seller owns and has good and valid title to, or
possesses a valid and subsisting license or leasehold interest in, all of the
Transferred Assets (including the Transferred Contracts), free and clear of any
Encumbrances (other than Permitted Encumbrances).  Purchaser
understands that Parent and its subsidiaries engaged in a corporate
reorganization in July 2009 in which Parent transferred (or caused one of
its subsidiaries to transfer) all of the rights in the Business to
Seller.  Parent confirms that it had (or its subsidiaries had) the
full right and power to transfer all of the rights in the Business to Seller as
part of such corporate reorganization.





2.4           Intellectual
Property





(a)           Other
than licenses granted to third parties under Seller Contracts and other than
licenses granted to Purchaser in connection with the Transactional Agreements,
Seller exclusively owns all right, title and interest to and in the Transferred
IP (excluding the Legacy Patents) and the LEA Software Assets (in the case of
the LEA Software Assets,  excluding rights licensed from third parties
therefor), free and clear of any Encumbrances.  No Transferred IP
(excluding the Legacy Patents) or LEA Software Asset is subject to any
Proceeding or outstanding decree, order, judgment, Contract or stipulation that
restricts in any manner the use, licensing or transfer thereof by Seller or that
would reasonably be expected to adversely affect the validity, use or
enforceability thereof.  To Seller’s Knowledge, the Seller IP,
together with the license and rights granted to Purchaser under the License
Agreement and the Software License, Services and Co-Marketing Agreement,
constitute (i) all the Business IP and (ii) all the Intellectual
Property Rights and Intellectual Property necessary for the conduct of the
Business as currently conducted.





(b)           Seller
has not transferred ownership of or granted any exclusive retention of or joint
ownership of Seller IP (excluding the Legacy Patents) to any
Person.





(c)           All
documents and instruments necessary to establish, perfect, and maintain the
rights of Seller in the Registered IP (excluding the Legacy Patents) have been
validly executed, delivered, and filed in a timely manner with the appropriate
Governmental Body.





(d)           Seller
has taken commercially reasonable steps to maintain the confidentiality of and
otherwise protect and enforce its rights in the proprietary information
pertaining to or included in the Transferred IP (excluding the Legacy Patents)
and the LEA Software Assets.  All current and former employees,
contractors, agents and consultants of Seller who are or were involved in the
creation of Transferred IP (excluding the Legacy Patents) and/or LEA Software
Assets for Seller have executed a written assignment of inventions agreement
substantially in the form provided to Purchaser that vests in Seller exclusive
ownership of all right, title and interest in and to such Transferred IP
(excluding the Legacy Patents) and/or LEA Software Assets, and have waived all
moral rights therein, to the extent not already provided by applicable Legal
Requirements.


8


(e)           No
funding, facilities, or personnel of any Governmental Body or any public or
private university, college, or other educational or research institution were
used, directly or indirectly, to develop or create, in whole or in part, any
Transferred Product, Transferred IP (excluding the Legacy Patents), or LEA
Software Assets.





(f)           Each
filing relating to any item of  Registered IP (excluding the Legacy
Patents) is and at all times has been in compliance with all Legal Requirements
applicable to such filing in all material respects and all material filings,
payments and other actions required to be made or taken to maintain each item of
Registered IP (excluding the Legacy Patents) in full force and effect have been
made by the applicable deadline.  Each item of Registered IP
(excluding the Legacy Patents) (i) has been filed, applied for or registered
solely in the name of Seller and (ii) to the extent issued or registered as of
the date hereof, is valid, subsisting and enforceable.





(g)           To
Seller’s Knowledge, no Person has infringed, misappropriated or otherwise
violated, and no Person is currently infringing, misappropriating or otherwise
violating, any Seller IP (excluding the Legacy Patents).  The Seller
has not received any written notice or other written communication that any
Person has infringed, misappropriated, or otherwise violated, or that any Person
is currently infringing, misappropriating or otherwise violating, any Seller IP
(excluding the Legacy Patents).





(h)           To
Seller’s Knowledge, neither the Seller IP (excluding the Legacy Patents) nor the
conduct of the Business has infringed, misappropriated or otherwise violated, or
infringes, misappropriates or otherwise violates, (i) any Intellectual Property
Right of any other Person other than any rights in any patent or industrial
property right and (ii) any Intellectual Property Right in any patent or
industrial property right of any other Person.  The Seller has not
received any written notice or other written communication that any of the
Seller IP (excluding the Legacy Patents) or the conduct of the Business has
infringed, misappropriated or otherwise violated, or infringes, misappropriates
or otherwise violates any Intellectual Property Right of any other
Person.





(i)       
    The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby, do not
and will not (i) alter, restrict, impair or extinguish, or otherwise create any
Encumbrance with respect to, any Seller IP (excluding the Legacy Patents); (ii)
cause the forfeiture or termination of, or give rise to a right of forfeiture or
termination of, any Seller IP (excluding the Legacy Patents); (iii) violate or
result in a breach of any Contract governing any Seller IP (excluding the Legacy
Patents) or result in any acceleration of or increase in, or loss of, any
payments or benefits thereunder.  Following the Closing, subject to
the licenses and rights granted by Seller under the Seller Contracts, all
Transferred IP (excluding the Legacy Patents) and LEA Software Assets (other
than any license or other grant of rights to Seller related to the LEA Software
Assets under the Transactional Agreements to which no representation or warranty
is made) will be fully transferable, alienable or licensable by the Purchaser
without restriction and without payment of any kind to any Person.





9





2.5           Contracts.





(a)           Part 2.5(a) of the
Disclosure Schedule identifies each of the following Seller Contracts (each
Seller Contract required to be disclosed on Part 2.5(a) of
the Disclosure Schedule is referred to collectively as the “Material
Contracts”):





(i) each
Seller Contract with any Governmental Body;





(ii) each
partnership, joint venture or similar Seller Contract;





(iii) each
Seller Contract pursuant to which any Person has the right to
(A) distribute or otherwise resell any Transferred Product or
(B) sublicense any Seller IP;





(iv) each
Seller Contract with a customer that has outstanding accounts receivables in
excess of $100,000 in the aggregate or that contemplates or involves the
performance of services by Seller having a value in excess of $100,000 in the
aggregate;





(v) each
Seller Contract pursuant to which Seller leases or otherwise occupies or uses
any real property in the conduct of the Business (the “Leased Real
Property”);





(vi)           each
Seller Contract that prohibits Seller from freely engaging in the Business
anywhere in the world;





(vii)         each
Seller Contract providing for the mortgaging, pledging or otherwise placing an
Encumbrance on any Transferred Asset




(viii) each
material Seller Contract providing for any license of or other grant of rights
in any Seller IP to any third party, other than Contracts providing for a
license or other grant of rights with respect to the commercial sale or license
of the Transferred Products;





(ix) each
material Seller Contract providing for any license of or other grant of rights
in any Business IP to Seller (other than any license or other grant of rights to
Seller related to the LEA Software Assets, which are not deemed to be Material
Contracts and to which no representation or warranty is
made);





(x) each
Seller Contract that involves the sharing of profits with, or the payment of
royalties to, any third party;





(xi) each
Seller Contract pursuant to which a third party has been, or may be, granted
rights to access, possess or use software source code that is Seller IP,
including, without limitation, any related source code escrow
agreements;





(xii) each
Seller Contract pursuant to which Seller has granted a third party “most
favorable” pricing or other terms with respect to any Seller IP or Transferred
Products; and





(xiii) each
Seller Contract that grants to any Person any exclusive rights under any Seller
IP or with respect to any Transferred Product, or any rights of first refusal,
rights of first negotiation or similar rights, or an option for any of the
foregoing.


10


(b)           With
respect to each of the Material Contracts: (i) Seller has not materially
violated or breached any such Contract and, to Seller’s Knowledge, no such
Contract has been breached in any material respect or cancelled by any other
party thereto; (ii) no event has occurred, and no circumstance or condition
exists, that might (with or without notice or lapse of time) result in a
material violation or breach by Seller of any of any such
Contract;  (iii) Seller has not received any written notice regarding
any violation or reach of any such Contract; (iv) Seller has not waived any
material right under any such Contract; and (v) such Contract is valid,
binding and enforceable against Seller and, to Seller’s Knowledge, the other
parties thereto (subject to the Enforceability Exception (as defined in Section
2.12)).  Seller has delivered to Purchaser accurate and complete
copies of all Transferred Contracts.





2.6           Compliance with Legal
Requirements.  (a) Seller is, and has been during the three
years preceding the date hereof, in compliance in all material respects with
each Legal Requirement that is applicable to the conduct of the Business or the
ownership or operation of the Transferred Assets; (b) Seller has not received
any written notice or other written communication that any event has occurred
that might, or that the conduct of the Business or ownership or operation of the
Transferred Assets might, constitute or result in a material violation by Seller
of any Legal Requirement applicable to the conduct of the Business; and (c)
Seller has not received any written notice or other written communication from
any Governmental Body or any other Person regarding any material violation of
any Legal Requirement applicable to the conduct of the Business or the ownership
or operation of the Transferred Assets.





2.7           Governmental
Authorizations.  Part 2.7 of the
Disclosure Schedule identifies each Governmental Authorization that is material
to the conduct of the Business or the ownership or operation of the Transferred
Assets and that is held by Seller.  Each Governmental Authorization
identified in Part 2.7 of the
Disclosure Schedule is valid and in full force and effect, and Seller is not, to
its Knowledge, subject to any Proceeding seeking to revoke, suspend or otherwise
limit any such Governmental Authorization.





2.8           Proceedings;
Orders.  There is no pending Proceeding against or involving
Seller and, to the Knowledge of Seller, no Person has threatened to commence any
Proceeding against or involving Seller:  (a) that involves or directly
affects the Business or any of the Transferred Assets in any material respect;
or (b) that challenges, or that may have the effect of preventing, delaying,
making illegal or otherwise interfering with, any of the
Transactions.  There is no Order relating to the Business or to which
any of the Transferred Assets is subject.  Seller has not received any
written notice or other written communication that there is any proposed Order
that, if issued or otherwise put into effect:  (i) may have an
adverse effect on the Business or the Transferred Assets or on the ability of
Seller to comply with or perform any covenant or obligation under this
Agreement; or (ii) may have the effect of preventing, delaying, making
illegal or otherwise interfering with any of the Transactions.





2.9           Environmental
Matters.  Seller has not received any written notice or other
written  communication from any Governmental Body or other Person
regarding any Liability arising from or relating to the presence, generation,
manufacture, production, transportation, importation, use, treatment,
refinement, processing, handling, storage, discharge, release, emission or
disposal of any Hazardous Material on any Leased Real
Property.  Seller has not received any written notice or other written
communication that either the Leased Real Property or any surface water,
groundwater, soil or air associated with the Leased Real Property, contains any
Hazardous Material.





2.10        Tax Matters.  All
Taxes required to be paid by Seller prior to the date hereof that relate to the
Business or the Transferred Assets have been timely paid.  There are
no outstanding Tax liens that have been filed by any Tax authority or other
Governmental Body against any of the Transferred Assets (other than liens with
respect to Taxes that are not yet due and payable).


11


2.11        Real
Property.  Seller does not own any real property used or held
for use in the Business.  The current use and operation of the Leased
Real Property by Seller is in compliance, in all material respects with, all
applicable zoning, land use, building, fire, health, labor, safety and
environmental laws and other Legal Requirements.  Seller has not
received any written notice or other written communication to the effect that
there is any existing plan or study by any Governmental Body that challenges the
continuation of the present use or operation of any Leased Real
Property.  There are no subleases, licenses, occupancy agreements or
other contractual obligations that grant the right of use or occupancy of any of
the Leased Real Property to any Person other than Seller and there is no Person
in possession of any of the Leased Real Property other than Seller.





2.12      
 Authority; Binding Nature
of Agreements.  Each of Parent and Seller has the corporate
right, power and authority to enter into and to perform their respective
obligations under each of the Transactional Agreements to which it is or may
become a party; and the execution, delivery and performance by each of Parent
and Seller of the Transactional Agreements to which it is or may become a party
have been duly authorized by all necessary action on the part of Parent and
Seller, as the case may be.  Neither Parent nor Seller is required to
obtain the approval of its stockholders in connection with the execution,
delivery and performance of any of the Transactional Agreements.  This
Agreement constitutes the legal, valid and binding obligation of Parent and
Seller, enforceable against each such party in accordance with its terms,
subject to:  (a) laws of general application relating to bankruptcy,
insolvency and the relief of debtors; and (b) general principles of equity (the
“Enforceability
Exception”).  Upon the execution by Parent and Seller of each
other Transactional Agreements to which such party is a party, such
Transactional Agreement will constitute the legal, valid and binding obligation
of such party and will be enforceable against each such party in accordance with
its terms, subject to the Enforceability Exception.





2.13        Non-Contravention;
Consents.  Neither the execution and delivery by Seller of any
of the Transactional Agreements, nor the consummation or performance by Seller
of any of the Transactions, will (with or without notice or lapse of
time):





(a)           contravene
or result in a violation of:  (i) any of the provisions of the
certificate of incorporation, bylaws or similar documents of Seller; or
(ii) any resolution adopted by the stockholders, board of directors or any
committee of the board of directors of Seller;





(b)           contravene
or result in a violation of any Legal Requirement or any Order to which any of
the Transferred Assets is subject;





(c)           result
in the imposition or creation of any Encumbrance upon or with respect to any
Transferred Asset; or





(d)           contravene,
conflict with or result in a violation of or breach of, or result in a default
under, any Transferred Contract, give any third party the right to modify,
terminate or to accelerate any obligation under, or result in the loss,
modification or termination of any rights or benefits under, any Transferred
Contract.





The
Seller will not be required to make any filing with or give any notice to, or to
obtain any Consent from, any Governmental Body in connection with the execution
and delivery by Seller of any of the Transactional Agreements or the
consummation or performance by Seller of any of the
Transactions.


12


2.14        Receivables.  The
Transferred Receivables represent valid obligations of customers of Seller
arising from bona fide transactions in the ordinary course of
business.





2.15   
    Current
Operating Assets.The sum of (a) the Transferred Cash plus(b) the Transferred
Receivables plus (c)
the Transferred Inventory will exceed the Transferred Liabilities by at least
$8,600,000.  For purposes of the foregoing, the balance for each of
the Transferred Cash, the Transferred Receivables, the Transferred Inventory and
the Transferred Liabilities will be calculated in accordance with U.S. generally
accepted accounting principles applied on a basis consistent with the principles
used by Seller in the preparation of its unaudited balance sheet dated
September 30, 2009, as included in its Form 10-Q as filed with the
Securities and Exchange Commission for the nine months ending on such
date.





2.16       Representations
relating to the Securities.





(a)           Purchase for Own
Account.  Seller is acquiring the Securities for its own
account and beneficial interest for investment and not for sale or with a view
to distribution of the Securities or any part thereof, has no present intention
of selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the same, and does not presently
have reason to anticipate a change in such intention.





(b)           Access to
Data.  Seller has had an opportunity to discuss Purchaser’s
business, management and financial affairs with its management and the
opportunity to review Purchaser’s business plans.  The Seller
understands that such discussions, as well as any written information issued by
Purchaser, were intended to describe the aspects of Purchaser’s business and
prospects which it believes to be material but were not necessarily a thorough
or exhaustive description.  The foregoing, however, does not limit or
modify Purchaser's representations and warranties in Section 3 or the right of
Seller to rely thereon.





(c)           Ability to Bear Economic
Risk.  Seller acknowledges that investment in the Securities
involves a high degree of risk, and represents that it is able, without
materially impairing its financial condition, to hold the Securities for an
indefinite period of time and to suffer a complete loss of its
investment.





(d)           Accredited Investor
Status.  Seller is an
“accredited investor” as such term is defined in Rule 501 under the Securities
Act.





(e)           Rule 144. Seller acknowledges and
agrees that the Securities are “restricted securities” as defined in Rule 144
promulgated under the Securities Act as in effect from time to time and must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available.  The Seller
has been advised or is aware of the provisions of Rule 144, which permits
limited resale of shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other
things:  the availability of certain current public information about
Purchaser, the resale occurring following the required holding period under Rule
144 and the number of shares being sold during any three-month period not
exceeding specified limitations.


13


3. Representations and Warranties
of Purchaser.





Purchaser
represents and warrants, to and for the benefit of Seller and Parent, as
follows:





3.1           Due
Organization.  Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware.





3.2           Authority; Binding Nature of
Agreements.  Purchaser has the corporate right, power and
authority to enter into and to perform its obligations under each of the
Transactional Agreements to which it is or may become a party; and the
execution, delivery and performance by Purchaser of the Transactional Agreements
to which it is or may become a party have been duly authorized by all necessary
action on the part of Purchaser.  No vote of the holders of shares of
Purchaser Common Stock is necessary to adopt this Agreement and approve the
Transactions.  This Agreement constitutes the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms, subject to the Enforceability Exception.  Upon the execution by
Purchaser of each other Transactional Agreement to which Purchaser is a party,
such Transactional Agreements will constitute the legal, valid and binding
obligation of Purchaser, subject to the Enforceability Exception.





3.3           Non-Contravention;
Consents.  Neither the execution and delivery by Purchaser of
any of the Transactional Agreements, nor the consummation or performance by
Purchaser of any of the Transactions, will (with or without notice or lapse of
time):





(a)           contravene
or result in a violation of:  (i) any of the provisions of the
certificate of incorporation or bylaws or similar documents of Purchaser; or
(ii) any resolution adopted by the stockholders, board of directors or any
committee of the board of directors of Purchaser;





(b)           contravene
or result in a violation of any Legal Requirement or any Order to which
Purchaser is subject; or





(c)           contravene,
conflict with or result in a violation or breach of, or result in a default
under, any provision of any Contract to which Purchaser is a party or by which
Purchaser is bound.





Purchaser
is not and will not be required to make any filing with or give any notice to,
or to obtain any Consent from, any Governmental Body in connection with the
execution and delivery by Purchaser of any of the Transactional Agreements or
the consummation or performance by Purchaser of any of the Transactions (except
for such state blue sky filings with respect to the issuance of the Securities
that may be timely made following the Closing).





3.4           Valid Issuance of
Securities.The rights, preferences,
privileges and restrictions of the Shares are as stated in the Certificate of
Incorporation of Purchaser, as filed with the Secretary of the State of Delaware
on February 9, 2010, and attached hereto as Exhibit I (the “Certificate of
Incorporation”).  When issued in compliance with the provisions
of this Agreement and, as applicable, the Warrant, the Shares and the shares of
Purchaser Common Stock issuable upon exercise of the Warrant (the “Exercise Shares”), will be
validly issued, fully paid and nonassessable, and will be free of any liens or
encumbrances; provided,
however, that the Shares and the Exercise Shares may be subject to
restrictions on transfer under state and/or federal securities laws as set forth
herein or as otherwise required by such laws at the time a transfer is
proposed.  The issuance of the Securities and the Exercise Shares and
is not and will not be subject to any preemptive rights or rights of first
refusal that have not been properly waived or complied with.





3.5           Initial
Transaction.  As of the Closing, all of the Initial
Transactions will have been consummated.


14


3.6           No
Operations.  Purchaser has not conducted any operations as of
the Closing other than in connection with the negotiation and consummation of
the Transactions contemplated by this Agreement and the other agreements and
documents referred to in Section 1.7.





3.7           Offering Valid.Assuming the
accuracy of the representations and warranties of Seller contained in
Section 2.16, the offer, sale and issuance of the Securities will be exempt
from the registration requirements of the Securities Act and will have been
registered or qualified (or are exempt from registration and qualification)
under the registration, permit or qualification requirements of all applicable
state securities laws.  Neither Purchaser nor any agent on its behalf
has solicited or will solicit any offers to sell or has offered to sell or will
offer to sell all or any part of the Securities to any Person or Persons so as
to bring the sale of such Securities by Purchaser within the registration
provisions of the Securities Act or any state securities laws.





3.8           Proceedings;
Orders.  There is no pending Proceeding against or involving
Purchaser and, to the Knowledge of Seller, no Person has threatened to commence
any Proceeding against or involving Purchaser, including a Proceeding that
challenges, or that may have the effect of preventing, delaying, making illegal
or otherwise interfering with, any of the Transactions.  There is no
Order to which Purchaser is subject.  The Purchaser has not received
any written notice or other written communication that there is any proposed
Order that may have the effect of preventing, delaying, making illegal or
otherwise interfering with any of the Transactions.





3.9           Solvency, Payment of
Debts.  After giving effect to, and completion of, the
Transactions contemplated by this Agreement, Purchaser will be solvent and able
to pay its debts (including trade debts) as they mature.





4. Indemnification,
Etc.





4.1           Survival.





(a)           The
representations, warranties, covenants and obligations of each party to this
Agreement shall survive the Closing and the sale of the Transferred Assets to
Purchaser.





(b)           The
representations and warranties made by each party to this Agreement and by
Purchaser in the Purchaser Closing Certificate shall expire on the first
anniversary of the Closing Date (the “Representation Termination
Date”); provided,
however, that if a Claim Notice (as defined below) relating to any
representation or warranty is given to the party making such representing or
warranty on or prior to the Representation Termination Date, then the claim
asserted in such Claim Notice shall survive the Representation Termination Date
until such time as such claim is fully and finally
resolved.  Notwithstanding anything to the contrary contained in this
Agreement, there shall not be deemed to be a breach of any representation or
warranty (i) of Seller contained in this Agreement if any of John Senaldi, Jonah
Troth, Rakesh Jain, Tom Crevier, Desmond Win or Eric Carlson had, on or prior to
the Closing, actual knowledge of the breach of, or of any facts or circumstances
constituting or resulting in the breach of, such representation or warranty and
(ii) of Purchaser contained in this Agreement if Seller had Knowledge of the
breach of, or of any facts or circumstances constituting or resulting in the
breach of, such representation or warranty.





(c)           For
purposes of this Agreement, a “Claim Notice”
relating to a particular representation or warranty shall be deemed to have been
given if a party to this Agreement, acting in good faith, delivers to the other
party a written notice stating that such party believes that there is or has
been a breach of such representation or warranty and setting forth in reasonable
detail:  (i) the basis for, and a brief description of the
circumstances supporting, such party’s belief that there is or has been such a
breach; and (ii) to the extent known and estimable, a non-binding, preliminary
estimate of the aggregate dollar amount of the actual and potential damages that
have arisen and may arise as a result of such breach; and asserting a claim for
recovery under Sections 4.2 or 4.3 based on such alleged
breach.


15


4.2           Indemnification by Parent and
Seller.





(a)           From
and after the Closing Date (but subject to the limitations set forth in this
Section 4), Parent and Seller shall, jointly and severally, hold harmless and
indemnify each of the Purchaser Indemnitees from and against, and compensate and
reimburse each of the Purchaser Indemnitees for, any Damages that are suffered
or incurred by any of Purchaser Indemnitees and that arise from or as a result
of:





(i)      
     any inaccuracy in or breach of any of the
representations or warranties made by Seller in this Agreement, the Bill of
Sale, the Conveyance Documents and in any closing certificate;





(ii)           any
breach of any covenant or obligation of Seller contained in this Agreement;
and





(iii)         the
Retained Liabilities.





(b)           Except
in the case of actual fraud with intent to deceive and except with respect to a
claim with respect to an inaccuracy or breach of the representations and
warranties set forth in the Sections 2.1(a), 2.15 and 2.16 (the “Fundamental Seller
Representations”), neither Parent nor Seller shall be required to make
any indemnification payment pursuant to Section 4.2(a)(i) until such time as the
total, cumulative amount of all Damages (including the Damages arising from such
breach and all other Damages arising from any other breaches of any
representations or warranties) that have been suffered or incurred by any of the
Purchaser Indemnitees and, with respect to which any indemnification payment
would otherwise be available to any of the Purchaser Indemnitees pursuant to
Section 4.2(a)(i), exceeds $50,000.  If the total amount of such
Damages exceeds $50,000, the Purchaser Indemnitees shall be entitled to be
indemnified against and compensated and reimbursed solely for the amount of
Damages in excess of $50,000.





(c)           Except
in the case of actual fraud with intent to deceive and except in connection with
inaccuracies in or breaches of any of the Fundamental Seller Representations,
the total amount of indemnification payments that Parent or Seller can be
required to make to any of Purchaser Indemnitees pursuant to Section 4.2(a)(i)
shall be limited to $2,000,000 in the aggregate.  With respect to
aggregate payments that Parent or Seller may be required to make to any of the
Purchaser Indemnitees pursuant to Section 4.2(a)(i) in excess of
$1,000,000, all such amounts shall be made solely through a set off against
amounts otherwise owing under the Note in the reverse order that such amounts
shall be owing thereunder (i.e., beginning with the last
payment owing to be made under the Note).





(d)           The
parties acknowledge and agree that, for purposes of determining the amount of
Damages in connection with an indemnification claim pursuant to this Section 4,
each representation, warranty and other provision of this Agreement and in each
certificate delivered pursuant hereto by either Seller or Purchaser shall be
read without regard and without giving effect to any material, materiality or
Material Adverse Effect standard or qualification contained in such
representation or warranty or other provision as if such standard or
qualification were deleted from such representation or warranty or other
provision.


16


4.3           Indemnification
by Purchaser.





(a)           From
and after the Closing Date (but subject to the limitations set forth in this
Section 4), Purchaser shall hold harmless and indemnify each of the Seller
Indemnitees from and against , and compensate and reimburse each of Seller
Indemnitees for, any Damages that are suffered or incurred by any of Seller
Indemnitees and that arise from or as a result of:





(i)     
      any inaccuracy in or breach of any of the
representations or warranties made by Purchaser in this Agreement or in any
closing certificate, including the Purchaser Closing Certificate;





(ii)           any
breach of any covenant or obligation of Purchaser contained in this Agreement;
and





(iii)          the
Assumed Liabilities.





(b)           Except  in
the case of actual fraud with intent to deceive, Purchaser shall not be required
to make any indemnification payment pursuant to Section 4.3(a)(i) until such
time as the total, cumulative amount of all Damages (including the Damages
arising from such breach and all other Damages arising from any other breaches
of any representations or warranties) that have been suffered or incurred by any
of the Seller Indemnitees and, with respect to which any indemnification payment
would otherwise be available to any of Seller Indemnitees pursuant to Section
4.3(a)(i), exceeds $50,000.  If the total amount of such Damages
exceeds $50,000, the Seller Indemnitees shall be entitled to be indemnified
against and compensated and reimbursed solely for the amount of Damages in
excess of $50,000.





(c)           Except
in the case of actual fraud with intent to deceive, the total amount of
indemnification payments that Purchaser can be required to make to any of Seller
Indemnitees pursuant to Section 4.3(a)(i) (except with respect a claim with
respect to an inaccuracy or breach of the Purchaser Closing Certificate) shall
be limited to $2,000,000.  With respect to aggregate payments that
Purchaser may be required to make to any of the Seller Indemnitees pursuant to
Section 4.3(a)(i) in excess of $1,000,000, all such amounts shall be made
solely through an automatic increase in the principal amount owing under the
Note.  The repayment of such amount shall be due with the final
payment of principal under the Note.





4.4           Defense of Third Party
Claims.Promptly after an Indemnitee receives notice or
otherwise obtains knowledge of any actual or possible claim, demand, suit,
action, arbitration, investigation, inquiry or proceeding that has been or may
be brought or asserted by a third party against an indemnifying party and that
may give rise to an indemnification claim by an Indemnitee under this Section 4
(any such actual or possible claim, demand, suit, action, arbitration,
investigation, inquiry or proceeding by a third party being referred to as a
“Third-Party Claim”),
Parent or Purchaser, as applicable, shall deliver to the other party a written
notice stating the nature and basis of such Third-Party Claim and the dollar
amount of such Third-Party Claim, to the extent known; providedthat the failure to
so notify the indemnifying party shall not relieve the indemnifying party of its
obligations hereunder except to the extent that (and only to the extent that)
such failure shall have caused the Damages for which the indemnifying party is
obligated to be greater than the Damages would have been had the Indemnitee
given the indemnifying party prompt notice hereunder.  The
Indemnitee may proceed in good faith to defend such Third-Party Claim with the
assistance of counsel reasonably satisfactory to the indemnifying party and the
indemnifying party shall be entitled at its own expense to monitor such
defense.  The Indemnitee shall be entitled to settle, adjust or
compromise such Third-Party Claim; provided, however, that if
the Indemnitee settles adjusts or compromises any such Third-Party Claim without
the written consent of the indemnifying party, such settlement, adjustment or
compromise shall not be conclusive evidence of the amount of Damages incurred by
the Indemnitee in connection with such Third-Party Claim.


17


4.5           Exclusive Remedy.Except with
respect to a suit for injunctive relief, the rights and remedies of the
Indemnitees as provided in this Section 4 shall be the sole and exclusive remedy
of the Indemnitees relating to the subject matter of this Agreement and no other
remedy shall be had in contract, tort or otherwise against Seller, on the one
hand, and Purchaser, on the other, all such remedies being expressly
waived.





5. Covenants.





5.1           Limitation on Hiring and Soliciting
Employees, Soliciting Customers, Noncompetition, Etc.





(a)           Limitation on
Seller.  During the three-year period following the Closing,
neither Seller nor Parent shall (and Parent and Seller shall ensure that its
respective Affiliates do not), directly or indirectly:  (i)
hire any Specified Individual as an employee, consultant or independent
contractor; (ii)
encourage, induce, or solicit any Specified Individual to terminate his or her
employment, consulting or independent contractor relationship with Purchaser;
(iii) induce or intentionally attempt to induce any Business Contact to cease
doing business with Purchaser or the Business or otherwise interfere with the
relationship between Purchaser and any such Business Contact; or (iv)
engage in Competition with the Specified Business anywhere in the world, provided, however, that
Seller and its Affiliates may, without violating this Section
5.1(a):





(A) own, as a
passive investment, shares of capital stock of a publicly-held corporation that
engages in Competition with the Specified Business if: (1) such shares are
actively traded on an established national securities market; and (2) the number
of shares of such corporation’s capital stock that are owned beneficially by
Seller represent less than five percent of the total number of shares of such
corporation’s capital stock outstanding; and





(B) hire any
employee who responds to a general ad published by Seller.





For
purposes of this Section 5.1(a): (i) “Specified Individual”
means any Transferred
Employeeor other employee of Purchaser or
any subsidiary of Purchaser; (ii) “Business Contact”
means any customer, supplier or licensee of the Business at any time during the
three month period preceding the Closing; and (iii) a Person shall be deemed to
be engaged in “Competition with the
Specified Business” if such Person is, directly or indirectly, engaged
(whether as an owner, operator, manager, employee, officer, director,
consultant, advisor, representative or otherwise) in any business or activity
that competes in any material respect with the Specified Business as conducted
by Seller as of the date hereof.





(b)           Limitation on
Purchaser.  During the three-year period following the Closing,
Purchaser shall not (and Purchaser shall ensure that its Affiliates do not),
directly or indirectly:  (i)
hire any Seller Specified Individual as an employee, consultant or independent
contractor; or (ii)
encourage, induce, or solicit any Seller Specified Individual to terminate his
or her employment, consulting or independent contractor relationship with
Seller, provided,
however, that Purchaser and its Affiliates may, without violating this
Section 5.1(b), hire any employee who respond to a general ad published by
Purchaser or any of its Affiliates.


18


For
purposes of this Section 5.1(b):  (i) “Seller Specified
Individual” means any employee of Seller other than the Transferred
Employees; and (ii) “Seller Contact” means
any customer, supplier or licensee of Seller.





(c)           Severability. If the
final judgment of a court of competent jurisdiction declares that any term or
provision of this Section 5.1 is invalid or unenforceable, Purchaser and Seller
agree that the court making the determination of invalidity or unenforceability
shall have the power to reduce the scope, duration or area of such term or
provision, to delete specific words or phrases or to replace any invalid or
unenforceable 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 enforceable as so
modified.





5.2           Consents.  At
Purchaser’s request, during the period following the execution of this Agreement
and until the Closing (or earlier termination of this Agreement pursuant to
Section 6.19
below), Seller shall use commercially reasonable efforts to obtain any Consent
necessary to assign any of the Transferred Contracts.





5.3           Confidentiality.  Subject
to the terms of Section 6.3, if the Transactions contemplated hereby are
consummated, Parent and Seller shall, and shall cause their respective
Affiliates, employees, directors and consultants to, maintain as confidential
and shall not use or disclose (except as required by applicable Legal
Requirements or as authorized in writing by Purchaser) any confidential or
proprietary information or materials regarding Purchaser or relating to the
Business.  In the event that Parent or Seller (or any of their
respective Affiliates, employees, directors and consultants) is required by
applicable Legal Requirements to disclose any confidential or proprietary
information, such party shall promptly notify Purchaser in writing, which
notification shall include the nature of the legal requirement and the extent of
the required disclosure, and shall cooperate with Purchaser to preserve the
confidentiality or proprietary nature of such information consistent with such
applicable Legal Requirements.





6. Miscellaneous
Provisions.





6.1           Further Actions and
Guaranty.  From and after the Closing Date, each party hereto
shall cooperate with the other party hereto, and shall cause to be executed and
delivered such documents and cause such other actions to be taken as the other
party hereto may reasonably request, for the purpose of evidencing the
Transactions. To the extent that the parties hereto have been unable to obtain
any Consent that Purchaser reasonably deems necessary to be obtained for the
transfer to Purchaser of any of the Transferred Assets by the Closing Date,
Seller shall use commercially reasonable efforts to obtain such Consent as
promptly as practicable thereafter.  Without limiting any other term
of this Agreement, Parent hereby unconditionally and irrevocably guarantees to
Purchaser the fully due and punctual performance and observation of Seller of
all of the obligations of Seller (or any assignee thereof) under the terms of
this Agreement and each of the other Transactional Agreements (in each case, as
amended from time to time in accordance with the terms of this Agreement and
such other Transactional Agreements).  In the event of any failure by
Seller to fully perform or observe such obligations, Parent shall be jointly and
severally liable to Purchaser for the obligations of Seller arising hereunder
and/or thereunder, as the case may be.


19


6.2           Continuing Access to
Information.  Unless otherwise consented to in writing by
Parent or Purchaser, as the case may be, each party hereto shall not, for a
period of seven years following the Closing, destroy, alter or otherwise dispose
of any of the books and records of Seller relating to the Business without first
offering to surrender to Parent or Purchaser, as applicable, such books and
records or any portion thereof of which Seller or Purchaser, as applicable, may
intend to destroy, alter or dispose.  After the Closing Date, each
party shall give to the other reasonable access during normal business hours to
(and shall allow such other party and its Representatives to make copies of) any
accounting books and records and other financial data related to the Business as
may be necessary for:  (a) preparation of Tax Returns and financial
statements that are the responsibility of each party; (b) management and
handling of any Tax audits and Tax disputes; and (c) complying with any audit
request, subpoena or other investigative demand by any Governmental Body or for
any civil litigation, or for any other reasonable purpose.





6.3           Publicity.





(a)           Parent
shall ensure that, on and at all times after the date of this Agreement: (i) no
press release or other public statements or publicity concerning any of the
Transactions is issued or otherwise disseminated by or on behalf of Seller or
any Affiliate of Seller without Purchaser’s prior written consent; and (ii)
Parent and Seller (and each of their respective Affiliates) continue to keep the
terms of this Agreement and the other Transactional Agreements strictly
confidential; provided,
however, that: (A) the existence and terms of this Agreement and the
other Transactional Agreements may be disclosed to the extent required by
applicable Legal Requirements or deemed advisable in the reasonable opinion of
Parent in order to comply with applicable Legal Requirements (including, in each
case, rules and regulations issued by a national security exchange that are
applicable to Parent); and (B) neither Parent, Seller nor any Affiliate of
Seller or Parent shall be required to obtain the Consent of Purchaser with
respect to any disclosure relating to the Transactions if (and only to the
extent that) such disclosure is not more expansive than or inconsistent with
prior public disclosures made by Parent or any Affiliate of Parent in accordance
with this Section 6.3 or made by Purchaser or any Affiliate of
Purchaser.





(b)           Purchaser
shall ensure that, on and at all times after the date of this Agreement: (i) no
press release or other public statements or publicity concerning any of the
Transactions is issued or otherwise disseminated by or on behalf of Purchaser or
any Affiliate of Purchaser without Parent’s prior written consent; and (ii)
Purchaser (and each of its Affiliates) continue to keep the terms of this
Agreement and the other Transactional Agreements strictly confidential;provided, however, that: (A)
the existence and terms of this Agreement and the other Transactional Agreements
may be disclosed to the extent Purchaser reasonably believes that such
disclosure is required by applicable Legal Requirements (including rules and
regulations issued by a national security exchange that are applicable to
Purchaser);  and (B) neither Purchaser nor any Affiliate of Purchaser
shall be required to obtain the Consent of Parent with respect to any disclosure
relating to the Transactions if (and only to the extent that) such disclosure is
not more expansive than or inconsistent with prior public disclosures made by
Seller or any Affiliate of Seller in accordance with this Section 6.3 or made by
Parent or Seller or any Affiliate thereof.





6.4           Fees and
Expenses.  Except as specifically set forth otherwise in this
Agreement or the other Transactional Agreements, each party shall bear and pay
all fees, costs and expenses that have been incurred by such party in connection
with:  (a) the negotiation, preparation and review of this Agreement
(including the Disclosure Schedule), the other Transactional Agreements and all
bills of sale, assignments, certificates, opinions and other instruments and
documents delivered or to be delivered in connection with the Transactions; (b)
the preparation and submission of any filing or notice required to be made or
given in connection with any of the Transactions, and the obtaining of any
Consent required to be obtained in connection with any of the Transactions; and
(c) the consummation and performance of the Transactions.


20


6.5           Attorneys’ Fees.  If
any Proceeding relating to this Agreement or the enforcement of any provision of
this Agreement is brought against any party to this Agreement, 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).





6.6           Notices.  Any notice
or other communication required or permitted to be delivered to any party under
this Agreement shall be in writing and shall be deemed properly delivered, given
and received: (a) when delivered by hand; (b) the first business day after being
sent by nationally recognized overnight courier service; (c) five days after
being sent by registered or certified mail; (d) if sent by confirmed facsimile
or electronic transmission before 2:00 p.m. in California, on that day (or the
following business day if such day is not a business day); (e) if sent by
confirmed facsimile or electronic transmission after 2:00 p.m. in California, on
the following business day, in any case to the address or facsimile telephone
number set forth beneath the name of such party below (or to such other address,
electronic address or facsimile telephone number as such party shall have
specified in a written notice given to the other parties hereto):





if to
Seller or Parent:





Symyx Technologies, Inc.


1263 East Arques Avenue


Sunnyvale,
CA  94085


Attention:  General
Counsel


Facsimile:  (408)
773-4068





with a
copy to:





Timothy
J. Moore


Cooley
Godward Kronish LLP


Five Palo
Alto Square


3000 El
Camino Real


Palo
Alto, CA 94306


Facsimile:  (650)
849-7400





if to
Purchaser:





HPR Global, Inc.


415
Oakmead Parkway


Sunnyvale,
CA 94085


Attention:  CEO





with a
copy to:





Steven J. Tonsfeldt


O’Melveny
& Myers LLP


2765 Sand
Hill Road


Menlo
Park, CA 94025


Facsimile:  (650)
473-2601


21


6.7           Headings.  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.





6.8           Counterparts and Exchanges by
Electronic Transmission or Facsimile.  This Agreement may be
executed in several counterparts, each of which shall constitute an original and
all of which, when taken together, shall constitute one agreement. The exchange
of a fully executed Agreement (in counterparts or otherwise) by electronic
transmission or facsimile shall be sufficient to bind the parties to the terms
and conditions of this Agreement.





6.9           Governing Law.





(a)           This
Agreement shall be construed in accordance with, and governed in all respects
by, the internal laws of the State of California (without giving effect to
principles of conflicts of laws).





(b)           Notwithstanding
anything to the contrary contained in this Agreement, any claim for
indemnification, compensation or reimbursement pursuant to Section 4 and any
claim for a monetary remedy relating to this Agreement or the Transactions after
the Closing shall be brought and resolved exclusively in accordance with Schedule 6.9(b);
provided, however, that
nothing in this Section 6.9(b) shall prevent Seller or Purchaser from seeking
preliminary injunctive relief from a court of competent
jurisdiction.





(c)           Any
Proceeding relating to this Agreement or the enforcement of any provision of
this Agreement shall be brought or otherwise commenced in any state or federal
court located in the County of Santa Clara, California.  Each party to
this Agreement:





(i)         
   expressly and irrevocably consents and submits to the
non-exclusive jurisdiction of each state and federal court located in the County
of Santa Clara, California (and each appellate court located in the State of
California) in connection with any such Proceeding;





(ii)           agrees
that each state and federal court located in the County of Santa Clara,
California shall be deemed to be a convenient forum; and





(iii)          agrees
not to assert (by way of motion, as a defense or otherwise), in any such
Proceeding commenced in any state or federal court located in the County of
Santa Clara, California, any claim that such party is not subject personally to
the jurisdiction of such court, that such Proceeding has been brought in an
inconvenient forum, that the venue of such proceeding is improper or that this
Agreement or the subject matter of this Agreement may not be enforced in or by
such court.





6.10        Successors and Assigns; Parties in
Interest.





(a)           This
Agreement shall be binding upon Parent, Seller and their respective successors
and assigns (if any), and Purchaser and its successors and assigns (if
any).  This Agreement shall inure to the benefit of: Parent; Seller;
Purchaser and the respective successors and permitted assigns (if any) of the
foregoing.


22


(b)           Neither
Parent (or Seller) nor Purchaser may assign their respective rights under this
Agreement to any other Person without the other party’s written consent except
in connection with a sale of substantially the entire business of Parent or
Purchaser, as the case may be (whether by merger, sale of assets or stock or
otherwise). For the avoidance of doubt, Purchaser may not assign its obligations
under the Note without Parent’s written consent.





(c)           None
of the provisions of this Agreement is intended to provide any rights or
remedies to any Person other than the parties to this Agreement and their
respective successors and assigns (if any).  Without limiting the
generality of the foregoing: (i) no employee of Seller shall have any rights
under this Agreement or under any of the other Transactional Agreements under
Section 4 or otherwise; and (ii) no creditor of Seller shall have any rights
under this Agreement or any of the other Transactional Agreements.





6.11        Remedies Cumulative; Specific
Performance.  The rights and remedies of the parties hereto
shall be cumulative (and not alternative). Each party agrees that, in the event
of any breach or threatened breach by the other party of any covenant,
obligation or other provision set forth in this Agreement, such party shall be
entitled (in addition to any other remedy that may be available to it)
to:  (a) a decree or order of specific performance or mandamus to
enforce the observance and performance of such covenant, obligation or other
provision; and (b) an injunction restraining such breach or threatened
breach.





6.12       Waiver.  No failure
on the part of any Person to exercise any power, right, privilege or remedy
under this Agreement, and no delay on the part of any Person 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.  No Person 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 Person; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.





6.13        Amendments.  This
Agreement may not be amended, modified, altered or supplemented other than by
means of a written instrument duly executed and delivered on behalf of
Purchaser, Parent and Seller.





6.14        Severability.  In
the event that any provision of this Agreement, or the application of any such
provision to any Person or set of circumstances, shall be determined to be
invalid, unlawful, void or unenforceable to any extent, the remainder of this
Agreement, and the application of such provision to Persons or circumstances
other than those as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall continue to
be valid and enforceable to the fullest extent permitted by law.





6.15        Entire
Agreement.  The Transactional Agreements set forth the entire
understanding of the parties relating to the subject matter thereof and
supersede all prior agreements and understandings among or between any of the
parties relating to the subject matter thereof.


23


6.16        Non-Reliance.Purchaser
acknowledges and agrees that Seller has not made and is not making any
representations or warranties whatsoever regarding the subject matter of this
Agreement, express or implied, except as provided in Section 2 of this Agreement
and the Disclosure Schedule.  Seller acknowledges and agrees that
Purchaser has not made and is not making any representations or warranties
whatsoever regarding the subject matter of this Agreement, express or implied,
except as provided in Section 3 of this Agreement.





6.17        Bulk Transfer Laws.Purchaser hereby
waives compliance by Seller with the provisions of any so-called bulk transfer
laws of any jurisdiction in connection with the sale of the Transferred Assets
to Purchaser.  Seller and Parent shall indemnify Purchaser against any
Damages that Purchaser may suffer due to the failure to so comply by
Seller.





6.18       No Strict
Construction.The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their
collective mutual intent, and no rule of strict construction shall be applied
against any Person.  The term "including" as used herein shall be by
way of example and shall not be deemed to constitute a limitation of any term or
provision contained herein.





6.19        Termination.At any
time prior to the Closing, this Agreement may be terminated and the transactions
contemplated by this Agreement abandoned by authorized action taken by the
terminating party, by either Parent or Purchaser, if the Closing has not
occurred on or before March 31, 2010 (the “Termination Date”); provided, however, that the
right to terminate this Agreement under this Section 6.19 shall not be available
to any party whose breach of this Agreement has resulted in the failure of the
Closing to occur on or before the Termination Date.





6.20        Disclosure Schedule and Transferred
Assets Updates.At any time prior to the Closing, if requested
by Purchaser, Seller may, in its sole discretion, make updates or clarifications
to the Disclosure Schedule and/or Transferred Assets schedules as may be
reasonably requested by Purchaser.  Any such updated Disclosure
Schedule and Transferred Assets schedules shall thereafter automatically be
deemed to be the final Disclosure Schedule or Transferred Assets schedules, as
applicable.





6.21       Construction.





(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 the
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” and
“Exhibits” are intended to refer to Sections of this Agreement and Exhibits to
this Agreement.


24


The
parties to this Agreement have caused this Agreement to be executed and
delivered as of the date first written above.





HPR
      Global, Inc.a
      Delaware corporationBy:
            /s/ John SenaldiName:
            John SenaldiTitle:
            CEOSymyx
      Technologies, Inc.a
      Delaware corporationBy:
            /s/ Isy GoldwasserName:
            Isy GoldwasserTitle:
            CEOSymyx
      Solutions, Inc.an
      Oregon corporationBy:
            /s/ Isy GoldwasserName:
            Isy GoldwasserTitle:
            CEO


25


Exhibit
A





CERTAIN
DEFINITIONS





For
purposes of the Agreement (including this Exhibit A):





Affiliate.  “Affiliate”
shall mean, with respect to any Person, any other Person that as of the date of
the Agreement or as of any subsequent date, directly or indirectly, through one
or more intermediaries, controls, is controlled by or is under common control
with such specified Person.





Agreement.  “Agreement”
shall mean the Asset Purchase Agreement to which this Exhibit A is attached
(including the Disclosure Schedule), as it may be amended from time to
time.





Business.“Business”
shall mean (a) the “Tools” division of Seller’s High Productivity Research
(“HPR”) business unit,
which develops, manufactures and sells laboratory automation instruments and
workflows to accelerate and improve research, production and development
activities; (b) Seller’s recently restructured “Research Services” division of
HPR, which performs advanced chemical research services; and/or (b) Seller’s
front-end “Lab Execution and Analysis” (LEA) software products, which consist of
the products Library Studio, Automation Studio, the Automation Studio Software
Development Kit, Epoch and Impressionist.





Business
IP.  “Business IP” means all Intellectual Property Rights and
Intellectual Property necessary for, primarily used in or primarily held for use
in the conduct of the Business as currently conducted by Seller.





Consent.  “Consent”
shall mean any approval, consent, ratification, permission, waiver or
authorization (including any Governmental Authorization).





Contract.  “Contract”
shall mean any written, oral or other agreement, contract, arrangement,
representation, warranty, deed, purchase order, work order, commitment,
covenant, assurance or undertaking of any nature.





Damages.“Damages”
shall include any loss, damage, injury, Liability, claim, settlement, judgment,
award, fine, penalty, Tax, fee (including any legal fee, expert fee, accounting
fee or advisory fee), charge, cost (including any cost of investigation) or
expense of any nature but specifically excluding any special, punitive or
consequential damages except to the extent awarded to third
parties.





Disclosure
Schedule.  “Disclosure Schedule” shall mean the disclosure
schedule (dated as of the date of the Agreement) delivered to Purchaser on
behalf of Seller.  The Disclosure Schedule shall be arranged in
sections corresponding to the numbered and lettered sections contained in
Section 2.  Disclosures in any section or subsection of the Disclosure
Schedule shall qualify other sections and subsections of Section 2 to the extent
it is readily apparent from a reading of the disclosure (without reference to
any other document or any presumed knowledge of the Business) that such
disclosure is applicable to such other sections and subsections.





Encumbrance.“Encumbrance”
means any security interest, mortgage, lien, option, pledge, charge or other
similar encumbrance.





Governmental
Authorization.  “Governmental Authorization” shall mean any:
(a) permit, license, certificate, franchise, approval, consent, permission,
clearance, certification, designation, rating, 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.


-1-


Governmental
Body.  “Governmental Body” shall mean any:  (a)
nation, principality, 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,
subdivision, department, agency, bureau, branch, office, commission, council,
board, instrumentality, officer, official, representative, organization, unit,
body or entity and any court or other tribunal); (d) multi-national organization
or body; or (e) individual, entity or body exercising, or entitled to exercise,
any executive, legislative, judicial, administrative, regulatory, police,
military or taxing authority or power of any nature.





Hazardous
Material.  “Hazardous Material” shall include any petroleum,
waste oil, crude oil, asbestos, urea formaldehyde or polychlorinated biphenyl,
any waste, gas or other substance or material that is explosive or radioactive
and any “hazardous substance,” “pollutant,” “contaminant,” “hazardous waste,”
“regulated substance,” “hazardous chemical” or “toxic chemical” as designated,
listed or defined (whether expressly or by reference) in any statute, regulation
or other Legal Requirement.





Indemnitees.“Indemnitees”
shall mean Purchaser Indemnitees and Seller Indemnitees,
collectively.





Initial
Transactions.“Initial Transactions” shall mean (a) the filing
of Purchaser’s certificate of incorporation with the Secretary of State of the
State of Delaware, (b) the appointment of the initial board of directors of
Purchaser; (c) the issuance of the shares of Purchaser Common Stock as necessary
to make the representations in the Purchaser Closing Certificate accurate in all
respects as of the Closing; and (d) the taking of all other actions contemplated
by Purchaser Closing Certificate necessary to make the representations in the
Purchaser Closing Certificate accurate in all respects as of the
Closing.





Intellectual
Property.  “Intellectual Property” shall mean algorithms,
apparatus, BKMs, databases, data collections, diagrams, formulae, inventions
(whether or not patentable), know-how, logos, marks (including brand names,
product names, logos, and slogans), methods and processes (including
manufacturing methods, training methods and similar methods and processes),
proprietary information, protocols, recipes, schematics, specifications,
software, techniques, 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 and trade 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.





Knowledge.  Information
shall be deemed to be known to or to the “Knowledge” of Seller if that
information is actually known by Isy Goldwasser, Rex Jackson, Charley Haley,
Rick Rosenthal, Kenneth Moore, Michael Hauptman and/or Trevor
Heritage.





Legacy
Patents.  “Legacy Patents” shall mean all patents and patent
applications listed on Schedule 1.1(a) that
are not identified in Schedule 1.1(a) as
Core Tools Patents.





Legal
Requirement.  “Legal Requirement” shall mean any federal,
state, local, municipal, foreign or other law, statute, legislation,
constitution, principle of common law, resolution, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, ruling, directive,
pronouncement, requirement, specification, determination, decision, opinion or
interpretation issued, enacted, adopted, passed, approved, promulgated, made,
implemented or otherwise put into effect by or under the authority of any
Governmental Body.


-2-


Liability.“Liability”
shall mean any and all debts, liabilities and obligations, whether accrued or
fixed, absolute or contingent, matured or unmatured or determined or
determinable, including, without limitation, those arising under any applicable
Legal Requirements.





Material Adverse
Effect.“Material Adverse Effect” shall mean any circumstance,
event, state of facts, change in or effect on Seller and/or the Business that
has had or would reasonably be expected to have a material adverse effect upon
or change in (a) the business, financial condition, operating results, assets or
operations of the Business taken as a whole or (b) the ability of Seller to
consummate the Transactions contemplated by this Agreement;





Order.  “Order”
shall mean any: (a) order, judgment, injunction, edict, decree, ruling,
pronouncement, determination, decision, opinion, verdict, sentence, subpoena,
writ or award issued, made, entered, rendered or otherwise put into effect by or
under the authority of any court, administrative agency or other Governmental
Body or any arbitrator or arbitration panel; or (b) Contract with any
Governmental Body entered into in connection with any Proceeding.





Permitted Encumbrance.“Permitted Encumbrance” means (a) liens for Taxes not yet due and payable
(other than Taxes arising out of the transactions contemplated by this
Agreement) or for Taxes that are being contested in good faith; (b) liens
imposed by applicable laws, such as materialmen’s, mechanics’, carriers’,
workmen’s, repairmen’s and other similar Encumbrances arising in the ordinary
course of business for amounts not yet due or that are being contested in good
faith; and (c) such imperfections of title and encumbrances, if any, that do not
detract from the value or interfere with the present use of the property subject
thereto or affected thereby.





Person.  “Person”
shall mean any individual, corporation or other entity or Governmental
Body.





Plan.“Plan” means
Purchaser’s 2010 Stock Incentive Plan.





Proceeding.  “Proceeding”
shall mean any action, suit, litigation, proceeding (including any civil,
criminal, administrative, investigative or appellate proceeding and any informal
proceeding), prosecution, contest, hearing, audit or examination commenced,
brought, conducted or heard by or before, or otherwise involving, any
Governmental Body or any arbitrator or arbitration panel.





Purchaser Common
Stock.“Purchaser Common Stock” shall mean the common stock of
Purchaser, par value $0.0001 per share.





Purchaser
Indemnitees.  “Purchaser Indemnitees” shall mean the following
Persons: (a) Purchaser; (b) the current and future affiliates of Purchaser; (c)
the respective Representatives of each the Persons referred to in clauses “(a)”
and “(b)” above; and (d) the respective successors and assigns of the Persons
referred to in clauses “(a)”, “(b)” and “(c)” above.





Registered
IP.  “Registered IP” shall mean all Intellectual Property
Rights in the Transferred IP and the LEA Software Assets that are registered,
filed, or issued under the authority of, with or by any Governmental Body,
including all patents, registered copyrights, registered mask works and
registered trademarks and all applications for any of the
foregoing.


-3-


Representatives.  “Representatives”
shall mean officers, directors, employees, agents, attorneys, accountants and
advisors.





Retained Intellectual
Property.“Retained Intellectual Property” shall mean the
patents and applications referred to in Schedule 1.1A, and any Intellectual
Property Rights of Seller’s Symyx Software business units other than the LEA
Software Assets listed on Schedule
1.1(d).





Seller
Contract.  “Seller Contract” shall mean any current Contract
primarily related to, used or held for use in the Business to which Seller
is a party or otherwise bound.





Securities
Act.  “Securities Act” shall mean the Securities Act of 1933,
as amended.





Seller
Indemnitees.  “Seller Indemnitees” shall mean the following
Persons: (a) Seller; (b) Parent; (c) the current and future affiliates of Seller
and Parent, respectively; (d) the respective Representatives of each the Persons
referred to in clauses “(a)”, “(b)” and “(c)” above; and (e) the respective
successors and assigns of the Persons referred to in clauses “(a)”, “(b)”, “(c)”
and “(d)” above.





Seller IP.  “Seller
IP” means the Transferred IP, the rights of Seller under the Transferred
Contracts and the LEA Software Assets.





Specified
Business.“Specified Business” shall mean (a) the “Tools”
division of Seller’s High Productivity Research (“HPR”) business unit,
which develops, manufactures and sells laboratory automation instruments and
workflows to accelerate and improve research, production and development
activities; (b) Seller’s recently restructured “Research Services” division of
HPR, which performs advanced chemical research services; and/or (c) a license to
a third party to embed the Automation Studio or Library Studio components of the
Assigned Components set forth on Schedule 1.1(d) or
any software that is developed by Parent (or its subsidaries) after the Closing
that is materially equivalent to the functionality provided by such Automation
Studio or Library Studio components.





Tax.  “Tax” shall
mean any tax (including any income tax, franchise tax, capital gains tax,
estimated tax, gross receipts tax, value-added tax, surtax, excise tax, ad
valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business
tax, occupation tax, inventory tax, occupancy tax, withholding tax or payroll
tax), levy, assessment, tariff, impost, imposition, toll, duty (including any
customs duty), deficiency or fee, and any related charge or amount (including
any fine, penalty or interest), that is, has been or may in the future be
(a) imposed, assessed or collected by or under the authority of any
Governmental Body, or (b) payable pursuant to any tax-sharing agreement or
similar Contract.





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 that is, has been or may
in the future be 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.





Transactional
Agreements.  “Transactional Agreements” shall mean: (a) the
Agreement; (b) the Transition Services Agreement; (c) the Note; (d) the License
Agreement; (e) the Lease Agreement; (e) the Securities Issuance Agreement; (f)
Software License, Services and Co-Marketing Agreement; and (g) all other
documents and agreements delivered or to be delivered in connection with the
Transactions.


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Transactions.  “Transactions”
shall mean: (a) the execution and delivery of the respective Transactional
Agreements; and (b) all of the transactions contemplated by the respective
Transactional Agreements, including: (i) the sale of the Transferred Assets by
Seller to Purchaser in accordance with the Agreement; (ii) the assumption of the
Assumed Liabilities by Purchaser in accordance with the Agreement; and (iii) the
performance by Seller and Purchaser of their respective obligations under the
Transactional Agreements, and the exercise by Seller and Purchaser of their
respective rights under the Transactional Agreements.





Transferred
Employees.“Transferred Employees” shall mean employees of
Seller who accept an offer of employment with Purchaser and who commence
employment with Purchaser on the day following the Closing Date.





Transferred
Product.“Transferred Product” shall mean each product and
service currently being designed, developed, manufactured, marketed,
distributed, provided, licensed or sold by Seller in connection with the
Business.


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List
of Schedules





Schedule
      1.1(a)
            -
            Transferred
      IPSchedule
      1.1(b)
            -
            Transferred
      Fixed AssetsSchedule
      1.1(c)
            -
            Transferred
      ContractsSchedule
      1.1(d)
            -
            LEA
      Software AssetsSchedule
      1.1(e)
            -
            Transferred
      Receivables (final Schedule to be delivered at Closing)Schedule
      1.1(f)
            -
            Transferred
      Inventory (final Schedule to be delivered at Closing)Schedule
      1.1(g)
            -
            Cash
      (final Schedule to be delivered at Closing)Schedule
      1.3(a)
            -
            Assumed
      Liabilities (final Schedule to be delivered at Closing)Schedule
      6.9(b)
            -
            Dispute
      Resolution ProceduresList
      of ExhibitsExhibit
      A
            -
            Certain
      DefinitionsExhibit
      B
            -
            License
      AgreementExhibit
      C
            -
            Assumption
      AgreementExhibit
      D
            -
            NoteExhibit
      E
            -
            WarrantExhibit
      F
            -
            Bill
      of SaleExhibit
      G
            -
            Securities
      Issuance AgreementExhibit
      H
            -
            Purchaser
      Closing CertificateExhibit
      I
            -
            Certificate
      of Incorporation





The
Schedules and Exhibits listed above have been omitted, other than Exhibit
A.  Symyx Technologies, Inc. will furnish supplementally a copy of any
omitted Schedule or Exhibit to the Securities and Exchange Commission upon
request.







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