On December 27, 2012, Accelrys, Inc., a Delaware corporation ("Accelrys"), entered into an Office Lease (the "Lease") with Kilroy Realty, L.P. ("Landlord") regarding the leasing of approximately 61,000 square feet of office space for Accelrys' new corporate headquarters in San Diego, California. The Lease commences on July 1, 2013 and has a 10-year term (with an option to terminate after five years as set forth below). The annual base rent for the first year of the Lease is $1.6 million and is subject to annual increases of approximately three to four percent per year, with the rent in the first and sixth years subject to partial abatement. Pursuant to the terms of the Lease, Accelrys will have: (i) two five-year options to renew the Lease (with the base rent subject to adjustment based on certain comparable metrics set forth in the Lease); and
(ii) a one-time right to terminate the Lease effective as of June 30, 2018 upon written notice to Landlord on or before January 1, 2018. In the event that it exercises its rights to terminate the Lease in accordance with the foregoing, Accelrys will be obligated to deliver Landlord a termination fee of $2.3 million.

In addition, the Lease provides that if Accelrys' cash on hand, earnings before interest, taxes, depreciation and amortization or market capitalization fall below certain thresholds specified therein, Accelrys will be required to deliver Landlord a letter of credit equal to 12 times the then-current monthly installment of base rent, subject to certain adjustments and exceptions. Landlord will have the right to draw down on the letter of credit upon the occurrence of certain events, including, among other things, in connection with
(i) the bankruptcy of Accelrys (whether voluntary or involuntary);
(ii) Landlord's receipt of notice that the bank extending the letter of credit will not renew or extend such letter of credit as provided for under the Lease; or (iii) a material adverse change in the financial condition of the bank extending the letter of credit.

The foregoing summary of the Lease does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Lease, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.

(d) Exhibits

Exhibit No.       Description

10.1              Office Lease, dated as of December 27, 2012, by and between
                  Kilroy Realty, L.P. and Accelrys, Inc.