Amendment No. 2 To Collaboration Agreement

AMENDMENT NO. 2 TO COLLABORATION AGREEMENT


BAYER AG - SYMYX TECHNOLOGIES


This Amendment No. 2 to Collaboration Agreement (the "Second Amendment"), effective as of November 1, 1998, is entered into by and between Symyx Technologies ("Symyx"), a California corporation having a principal place of business at 3100 Central Expressway, Santa Clara, California 95051 ("Symyx"), and Bayer AG, a German corporation, having a principal place of business at D-51368 Leverkusen, Germany, and amends that certain Collaboration Agreement entered into by and between Symyx and Bayer effective as of March 1, 1998, as previously amended by Amendment No 1 to Collaboration Agreement effective as of May 1, 1998 (the "Collaboration Agreement").


WHEREAS, Symyx and Bayer desire to amend the Collaboration Agreement to provide for research concerning [******], as more fully set forth below;


NOW THEREFORE, the parties hereby agree as follows:


1. All capitalized terms not defined in this Second Amendment shall have
the meanings given to them in the Collaboration Agreement.


2. Section 2.2.1(b) is amended to read in its entirety as follows:


(b) Addition of [******] Project. Effective as of September 1,
1998, the [******] Field shall also include the [******] Project, which
shall be directed to discovery, creation, identification and research
of [******].


3. Section 2.3 is amended to read in its entirety as follows:


2.3 [******]


4. The following new sentence is added to the end of Section 5.2:


"Notwithstanding any other provision of this Agreement, Bayer shall not
have a right of first negotiation with respect to Program Technology
that is identified, discovered or reduced to practice in connection
with the [***** ...