ACCL Accelrys, Inc. (MM)

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Director and Officer Indemnification and Insurance

        Under Section 145 of the DGCL (" Section 145 "), the Company has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the " Securities Act ").

        The Company's Restated Certificate of Incorporation, as amended (the " Company Charter "), provides that the Company shall indemnify the Company's officers and directors in each and every situation where the Company is permitted or empowered under Section 145 to provide for such indemnification. The Company Charter further provides that the Company may, in the sole discretion of the Accelrys Board, indemnify any other person to the extent the Accelrys Board deems advisable, as permitted by Section 145.

        In addition, the Company Charter provides that the directors of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of the directors' fiduciary duties to the Company. This provision in the Company Charter does not eliminate any director's duty of loyalty to the Company or its stockholders or protect any director from liability (i) for acts or omissions not in good faith or involving intentional misconduct or the knowing violation of law (ii) arising under Section 174 of the DGCL or (iii) for any transaction from which the director derived an improper personal benefit.

        The Company's Amended and Restated Company Bylaws (the " Company Bylaws ") provide that the Company shall indemnify each of its directors, officers, employees and agents, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reason to believe his or her conduct was unlawful. The Company Bylaws also provide that the Company has the power to purchase liability insurance policies covering its directors, officers, employees and agents, whether or not the Company would have the power, according to the Company Bylaws, to indemnify such person under the DGCL. The Company currently maintains such insurance.

        The Company has entered into indemnity agreements with each of its directors and officers. Pursuant to these indemnity agreements, the Company has agreed to indemnify each of its directors and officers to the fullest extent permitted by applicable law and the Company Bylaws, subject to

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certain exceptions. This summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to such agreements, copies of the forms of which are filed as Exhibits (e)(49) and (e)(50) to this Schedule 14D-9 and are incorporated herein by reference.

        Pursuant to the Merger Agreement, for a period of six years following the Effective Time, Parent will and will cause the Surviving Corporation to honor and fulfill in all respects the obligations of the Company and its subsidiaries with respect to indemnification, advancement of expenses and exculpation existing as of the date of the Merger Agreement in favor of the current or former directors and officers of the Company and its subsidiaries or any person who becomes a director or officer of the Company or its subsidiaries prior to the Acceptance Time (collectively, the " Indemnified Persons ") (i) under any indemnification agreements in effect as of the date of the Merger Agreement between the Company or any of its subsidiaries and any of the Indemnified Persons, for the duration of the applicable agreement and (ii) as provided in their respective certificates of incorporation and bylaws (and other similar organizational documents) as of the date of the Merger Agreement, for actions taken by any of the Indemnified Persons prior to the Effective Time.

        In addition, at or prior to the Effective Time, the Company will purchase a six year "tail" prepaid policy on terms and conditions no less advantageous to the Indemnified Persons than the existing directors' and officers' liability (and fiduciary) insurance maintained by the Company, covering, among other things, the Transactions.

Continuing Employees

        For the period beginning at the Effective Time and ending on December 31, 2014 (the " Continuation Period "), Parent will provide, or will cause to be provided, to each employee who is actively employed by Accelrys or its subsidiaries and participates in benefit plans maintained primarily for the benefit of employees in the United States (regardless of whether an employee is regularly employed in the United States) at the Effective Time (each, a " Covered Employee " and, collectively, the " Covered Employees ") an annual base salary or hourly rate of pay that is no less than the base salary or hourly rate of pay that such Covered Employee received from Accelrys or its subsidiaries immediately prior to the Effective Time. During the Continuation Period, Parent will provide, or will cause to be provided, to each Covered Employee an annual cash bonus opportunity that is at least substantially comparable to the opportunity offered by Accelrys or its subsidiaries immediately before the Effective Time at target base salary multiples (or other target amounts) that are no less favorable than the target base salary multiples or other targets in effect for such Covered Employee during the 2013 fiscal year, but with payment based on, as determined by Parent in its sole discretion, achievement of performance criteria either (i) established by Parent or (ii) established by Accelrys in respect of the 2014 fiscal year in good faith prior to the date of the Merger Agreement.

        With respect to any compensation or employee benefit plan, policy, agreement or arrangement maintained by Parent or any of its subsidiaries in which the Covered Employees and their eligible dependents will be eligible to participate from and after the Effective Time (collectively, the " Parent Benefit Plans "), Parent will give each Covered Employee full credit for prior service with Accelrys or its subsidiaries for purposes of (i) eligibility and vesting (but not for the accrual of benefits) under any Parent Benefit Plans and (ii) determination of benefit levels under any Parent Benefit Plan or policy relating to vacation, in each case for which the Covered Employee is otherwise eligible and in which the Covered Employee is offered participation, in each case only to the same extent recognized by Accelrys under a comparable benefit plan of Accelrys immediately prior to the Effective Time, but except where such credit would result in a duplication of benefits.

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        In addition, any limitations on benefits relating to pre-existing conditions will be waived to the same extent such limitations are waived under any comparable medical or dental plan of Parent, to the extent permitted by such plan, and deductibles and out-of-pocket expenses paid by Covered Employees in the calendar year in which the Effective Time occurs will be recognized for purposes of annual deductible and out-of-pocket limits under Parent's medical and dental plans, in each case to the extent such limitations would have been waived or such expenses would have been recognized by a comparable benefit plan of Accelrys immediately prior to the Effective Time.

Potential Post-Closing Employment Arrangements

        On January 29, 2014, Mr. Carnecchia entered into a summary of terms with Purchaser (the " Summary of Terms "), pursuant to which he agreed that the consummation of the Transactions, which will collectively cause Accelrys to become a non-publicly traded subsidiary of Parent, will not in and of itself give Mr. Carnecchia the right to terminate his employment for Good Reason under clause (ii) of the definition of Good Reason (i.e., a material diminution of duties or conditions) contained in his Employment Agreement.

        The Summary of Terms provides that, other than the waiver of Mr. Carnecchia's rights to terminate his employment for Good Reason in connection with the transactions as described above, the terms contained therein are only indicative, and not binding on either of the parties, provided that Mr. Carnecchia and Purchaser will use their good faith efforts to enter into other agreements with respect to the other terms contained in the Summary of Terms regarding Mr. Carnecchia's continuing as Chief Executive Officer of Accelrys, to be effective as of the closing of the Merger. As of the date of this Schedule 14D-9, neither Purchaser nor any of its affiliates have entered into the employment agreement with Mr. Carnecchia that is contemplated by the Summary of Terms; however, the parties have engaged in discussions regarding such agreement. Until such agreement is effective, Mr. Carnecchia's Employment Agreement with Accelrys remains in full force and effect, except with respect to the waiver of Mr. Carnecchia's rights to terminate his employment for Good Reason in connection with the Transactions as described above.

        Other than the Summary of Terms, as of the date of this Schedule 14D-9, no members of the Company's current management team have entered into any agreement, arrangement or understanding with Parent or any of its affiliates to provide continuing employment with, or the right to convert into or reinvest or participate in the equity of, Parent or any of its affiliates. Moreover, although it is possible that certain members of the Company's current management team will enter into arrangements with Parent or any of its affiliates regarding employment (including severance arrangements) with, or the right to purchase or participate in the equity of, Parent, as of the date of this Schedule 14D-9, and other than as set forth above with respect to Mr. Carnecchia, no discussions have occurred between members of the Company's current management team and Parent or its affiliates regarding any such arrangements.

Item 4.    The Solicitation or Recommendation.

Solicitation/Recommendation

        At a meeting of the Accelrys Board held on January 29, 2014, after careful consideration of relevant factors, including a review of the Transactions with the assistance of Accelrys' management and its legal and financial advisors, the Accelrys Board unanimously:

(i)

determined that the Merger Agreement and the Transactions are advisable and fair to, and in the best interests of, Accelrys and its stockholders;



(ii)

authorized and approved the execution, delivery and performance of the Merger Agreement by Accelrys and the consummation of the Transactions;

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(iii)

resolved that the Merger Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the Acceptance Time;



(iv)

resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer; and



(v)

took all action necessary to exempt the Merger Agreement and the Transactions from the restrictions on business combinations of Section 203 of the DGCL (" Section 203 ").

         Accordingly, and for the other reasons described in more detail below, the Accelrys Board unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

Background and Reasons for the Accelrys Board's Recommendation

Background of the Offer and the Merger

         The following summarizes the material events (but only those material events) that led to the signing of the Merger Agreement and does not purport to catalogue every conversation or meeting among representatives of Accelrys or between representatives of Accelrys and other parties.

        Accelrys is the leading provider of scientific innovation lifecycle management software. Accelrys' customers include leaders from a variety of industries, including pharmaceutical, biotechnology, agricultural, energy, chemicals, aerospace, consumer packaged goods and industrial products, as well as various government and academic entities. Accelrys markets its software products and services worldwide, principally through its direct sales force, augmented by the use of third party distributors.

        Dassault Systèmes SA, the 3DEXPERIENCE Company, is the world leader in 3D design software, 3D Digital Mock Up and Product Lifecycle Management (PLM) solutions. It provides businesses and people with virtual universes to imagine sustainable innovations. Its 3DEXPERIENCE Platform leverages its world-leading 3D software applications to transform the way products are designed, produced and supported, enabling businesses to craft delightful customer experiences.

        The Accelrys Board continually evaluates Accelrys' business, product offerings and future product developments, marketing and sales strategy and current and forecasted financial plans. It also considers strategic alternatives to strengthen its business to provide long-term value to Accelrys' stockholders. Accelrys has acquired several businesses and product lines over the last several years in this regard. In addition, the Accelrys Board has periodically discussed potential strategic combinations and alliances, including a sale of Accelrys, as potential avenues for delivering enhanced value to its stockholders.

        In early 2011, a senior executive at Company A, a nationally-recognized financial sponsor with experience buying software companies, contacted Mr. Max Carnecchia, the Chief Executive Officer of Accelrys, and told him that Company A was interested in acquiring Accelrys. At that time, Mr. Carnecchia told the senior executive of Company A that Accelrys was focused on executing its business strategy and that Accelrys was not for sale. Shortly thereafter, Mr. Carnecchia reported his conversation with Company A to the Accelrys Board. The Accelrys Board determined that Accelrys was not for sale and that Accelrys' management should continue to grow Accelrys' business and execute its strategy.

        During the remainder of 2011, representatives of Company A periodically contacted Mr. Carnecchia to reinforce their interest in undertaking a potential transaction with Accelrys. At no point during this time did representatives of Company A propose a price they would be willing to pay for Accelrys.

        In January 2012, Mr. Carnecchia was contacted by representatives of Dassault Systèmes SA asking if Mr. Carnecchia would meet with Mr. Bernard Charlès, the Chief Executive Officer of Dassault

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Systèmes SA, in connection with a planned business trip to San Diego by Mr. Charlès. The purpose of the meeting would be for Mr. Charlès to discuss with Mr. Carnecchia a possible business alliance between Dassault Systèmes SA and Accelrys. No material terms or specific transactions were discussed at that time.

        On February 13, 2012, Mr. Carnecchia and Mr. Michael Piraino, the Chief Financial Officer of Accelrys, met with Mr. Charlès and several other senior management members of Dassault Systèmes SA at Accelrys' headquarters in San Diego to discuss a potential business alliance between the two companies. Conversations continued between the two parties over the next several months and, on April 6, 2012, Accelrys entered into a confidentiality agreement with Dassault Systèmes SA. Thereafter, and through the fall of 2012, senior executives of Accelrys met several times with senior executives of Dassault Systèmes SA in Boston, Paris and San Diego to continue such discussions. During this time, the parties never reached agreement on a potential business alliance between the two companies.

        On November 26, 2012, Mr. Thibault de Tersant, the Chief Financial Officer of Dassault Systèmes SA, contacted Messrs. Carnecchia and Piraino and told them that Dassault Systèmes SA was interested in entering into discussions to acquire Accelrys at a price of $10.50 per share of Accelrys Common Stock, representing an enterprise value of $455 million. Messrs. Carnecchia and Piraino responded that Accelrys was not for sale but that they would discuss the proposal with the Accelrys Board because of the interest expressed by customers in the complete solution that such a combination could bring and the understanding of each other's business that their respective teams had developed during their meetings. Mr. Carnecchia reported his conversation with Mr. de Tersant to the members of the Accelrys Board, each of whom stated that they were not supportive of a sale of Accelrys at $10.50 per share. On November 26, 2012, Accelrys Common Stock closed at $8.80 per share on the NASDAQ stock market.

        On December 4, 2012, Mr. Carnecchia and Mr. de Tersant had a telephone conversation, during which Mr. Carnecchia relayed to Mr. de Tersant the position of the Accelrys Board that Accelrys was not for sale and that Accelrys' stock price did not reflect the potential for the Company, which was still in the early stages of a transformation process. Mr. de Tersant requested further feedback on Dassault Systèmes SA's informal offer to acquire Accelrys and Mr. Carnecchia agreed to a follow-up conversation.

        On December 10, 2012, Mr. Carnecchia and Mr. de Tersant had a telephone conversation, during which Mr. Carnecchia told Mr. de Tersant that Accelrys was not for sale and therefore he could not give Mr. de Tersant precise guidance on an appropriate valuation. Mr. de Tersant indicated that Dassault Systèmes SA could slightly increase its informal offer to acquire Accelrys but could not justify an enterprise value in excess of $500 million, which at the time was approximately $11.20 per share taking into account Accelrys' cash situation and promissory notes. Mr. Carnecchia responded that he would not recommend any offer to the Accelrys Board that did not represent a market premium over financial analysts' forecasts of between $10.50 and $12.00 per share. Mr. Carnecchia and Mr. de Tersant agreed to discontinue discussions at that point and to consider Dassault Systèmes SA's informal offer to acquire Accelrys withdrawn. On December 10, 2012, Accelrys Common Stock closed at $8.62 per share on the NASDAQ stock market.

        In January 2013, Mr. Chris van Ingen, a member of the Accelrys Board, and Mr. Carnecchia had dinner with representatives of Company B, a large publicly traded industrial automation company, during which such representatives expressed Company B's interest in a potential acquisition of Accelrys. The representatives of Company B did not discuss any price that Company B would be willing to pay. Thereafter, Mr. Carnecchia had several conversations with senior executives of Company B, but no material terms for an acquisition of Accelrys were discussed between the executives.

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        On February 19, 2013, at a regularly scheduled meeting of the Accelrys Board, representatives of Paul Hastings LLP, outside legal counsel to Accelrys (" Paul Hastings "), made a presentation to the Accelrys Board and, among other things, reviewed the Accelrys Board's fiduciary duties in the context of considering an extraordinary corporate transaction such as a potential sale of Accelrys.

        During the summer of 2013, representatives of Foros Securities LLC, Dassault Systèmes SA's financial advisors (" Foros "), reached out to representatives of Accelrys on more than one occasion about a potential transaction with Dassault Systèmes SA.

        On September 13, 2013, Mr. de Tersant contacted Mr. Carnecchia and told him that Dassault Systèmes SA continued to be interested in acquiring Accelrys and that Dassault Systèmes SA was motivated to complete a transaction between the two companies. Mr. Carnecchia responded that Accelrys was still focused on executing its business strategy and that he did not think the Accelrys Board would be supportive of a transaction with Dassault Systèmes SA at that time. However, Mr. Carnecchia advised Mr. de Tersant that he would reach out to the Accelrys Board to let them know of Dassault Systèmes SA's interest.

        After his conversation with Mr. de Tersant, Mr. Carnecchia telephoned each member of the Accelrys Board and discussed with each such member his conversation with and response to Mr. de Tersant. On September 23, 2013, after speaking to members of the Accelrys Board, Mr. Carnecchia contacted Mr. de Tersant and advised him that if Dassault Systèmes SA's offer was at the same $10.50 per share level as its previous offer, then the Accelrys Board was not supportive of moving forward with discussions with Dassault Systèmes SA. Mr. de Tersant responded that, despite little organic growth in Accelrys' business over the last year, Dassault Systèmes SA could potentially offer more than $10.50 per share. However, Mr. de Tersant did not propose an alternative price that Dassault Systèmes SA might be willing to pay.

        On September 26, 2013, at a regularly scheduled meeting of the Accelrys Board, Mr. Carnecchia advised the Accelrys Board of Dassault Systèmes SA's continued interest in acquiring Accelrys. He also reported that Mr. de Tersant had asked Mr. Carnecchia to provide Dassault Systèmes SA with some guidance as to what price the Accelrys Board may be willing to support for the sale of Accelrys. After discussing Dassault Systèmes SA's request, the Accelrys Board instructed Mr. Carnecchia to not provide any guidance to Dassault Systèmes SA and to continue to indicate to Dassault Systèmes SA that Accelrys was not for sale.

        On October 8, 2013, Mr. Carnecchia contacted Mr. de Tersant and told him that he had discussed Dassault Systèmes SA's interest with the Accelrys Board, but the Accelrys Board was still committed to growing Accelrys' business and Accelrys was not for sale. Mr. Carnecchia also stated, however, that as a public company, the Accelrys Board was obligated to fully consider any serious and meaningful third-party offer to acquire Accelrys.

        On October 17, 2013, a representative of Company A telephoned Mr. Carnecchia and advised him that Company A would be sending him a written proposal to acquire the Company at a price of $11.50 per share.

        On October 20, 2013, Mr. Carnecchia received an unsolicited written non-binding indication of interest from Company A to acquire 100% of the outstanding stock of Accelrys at $11.50 in cash per share of Accelrys Common Stock. Company A's indication of interest was conditioned on several assumptions, including, among others, that Accelrys would have no debt, no off-balance sheet liabilities or other contingent liabilities and have a minimum cash balance of $130.8 million. Company A's indication of interest also noted that it would be able to quickly conclude its due diligence and be in a position to sign a definitive agreement with Accelrys within 30 days. Mr. Carnecchia e-mailed a copy of Company A's indication of interest to each member of the Accelrys Board. On October 18, 2013 (the

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last trading day before Mr. Carnecchia received Company A's indication of interest), Accelrys Common Stock closed at $9.65 per share on the NASDAQ stock market.

        On October 24 and 25, 2013, at a regularly scheduled meeting of the Accelrys Board, the Accelrys Board discussed Company A's indication of interest and concluded that the Accelrys Board was not supportive of the offer of $11.50 per share of Accelrys Common Stock. Next, the Accelrys Board and the senior management of Accelrys discussed the significant challenges Accelrys was facing in renewing sales orders. The Accelrys management team advised the Accelrys Board that, although Accelrys had met its revenue and earnings per share guidance, it had not achieved its internal sales orders forecasts for the third quarter of 2013 and the management team was growing more concerned that Accelrys would be challenged in reaching its internal sales orders forecasts for the fourth quarter of 2013.

        On October 30, 2013, Accelrys issued a press release after the close of the NASDAQ stock market announcing its financial results for the quarter ended September 30, 2013. On October 31, 2013, Accelrys Common Stock closed at $9.35 per share on the NASDAQ stock market.

        On the morning of November 11, 2013, Mr. Carnecchia received a telephone call from Mr. de Tersant who told Mr. Carnecchia that Dassault Systèmes SA had continued interest in acquiring Accelrys and indicated that he would be sending a written indication of interest to that effect.

        In the afternoon of November 11, 2013, Mr. Carnecchia received a non-binding written indication of interest from Dassault Systèmes SA. Dassault Systèmes SA's indication of interest noted that Accelrys' year-to-date results were below the financial model that Accelrys had shared with Dassault Systèmes SA in 2012. However, Dassault Systèmes SA indicated that, notwithstanding the financial performance of Accelrys over the past year, Dassault Systèmes SA was willing to offer a purchase price of $11.50 in cash per share of Accelrys Common Stock, and indicated that it might be able to justify up to an additional $1.00 per share of consideration if Dassault Systèmes SA could confirm certain expectations regarding Accelrys' future prospects and potential synergies between Accelrys and Dassault Systèmes SA. The indication of interest also stated that Dassault Systèmes SA was prepared to proceed in two stages: a three-week process to validate certain financial assumptions about Accelrys, followed by a 30-day exclusivity period for confirmatory due diligence and the negotiation of customary definitive agreements, during which time Accelrys would agree not to directly or indirectly solicit, discuss, encourage or accept an alternative proposal for an acquisition of any portion of its business. On November 11, 2013, Accelrys Common Stock closed at $9.15 per share on the NASDAQ stock market.

        Between November 12 and 13, 2013, Mr. Carnecchia spoke to each member of the Accelrys Board. Given the written indications of interest Accelrys had received from Dassault Systèmes SA and Company A, the Accelrys Board determined that Accelrys should retain financial advisors to assist the Accelrys Board in reviewing the indications of interest and other strategic alternatives that might be reasonably available to Accelrys to increase stockholder value.

        On November 14 and 15, 2013, Messrs. Carnecchia and Piraino, together with Messrs. Larry Ferguson and Timothy Harkness, two additional members of the Accelrys Board, and in one instance Mr. van Ingen, interviewed three nationally-recognized financial advisory firms for the purpose of assisting Accelrys in reviewing the offers from Dassault Systèmes SA and Company A and to advise Accelrys on other potential strategic alternatives Accelrys might undertake in order to increase stockholder value. After meeting with representatives of each of the financial advisors, the Accelrys Board members and the Accelrys senior management team determined to recommend to the full Accelrys Board that Accelrys engage Morgan Stanley & Co. LLC (" Morgan Stanley ") to serve as Accelrys' exclusive financial advisor in connection with reviewing and assessing the unsolicited indications of interest from Dassault Systèmes SA and Company A, as well as a review of other strategic alternatives reasonably available to Accelrys in an effort to increase stockholder value. Accelrys' decision to engage Morgan Stanley was based, in part, on Morgan Stanley's in-depth knowledge of the software industry in which Accelrys operates and its high-level contacts at many of

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the financial sponsors and strategic partners that would potentially be interested in pursuing an acquisition of Accelrys. In addition, Morgan Stanley's track record in providing strategic advice to software companies distinguished it from the other financial advisors Accelrys interviewed.

        On November 19, 2013, the Accelrys Board held a telephonic board meeting. Representatives of Paul Hastings were present and advised the Accelrys Board as to the scope of economic and other terms of the Morgan Stanley engagement letter. After discussion, the Accelrys Board approved the engagement of Morgan Stanley as Accelrys' exclusive financial advisor. In reaching its decision to engage Morgan Stanley, the Accelrys Board was made aware that Morgan Stanley had represented Dassault Systèmes SA in 1996 on its initial public offering and again in 2005 and 2006 on two acquisitions by Dassault Systèmes SA, but that Morgan Stanley had neither represented Dassault Systèmes SA nor received any fees from Dassault Systèmes SA in the past two years.

        On November 22, 2013, Mr. Carnecchia and Mr. de Tersant had a brief telephone conversation, during which Mr. Carnecchia confirmed he had received Dassault Systèmes SA's written indication of interest and that he would be reviewing such indication of interest with the Accelrys Board at its next regularly scheduled meeting.

        On November 25, 2013, Mr. de Tersant sent an initial due diligence request list to Mr. Carnecchia and set forth a proposed timeline which provided for meetings between the two companies and their respective representatives in early December 2013 for the purpose of conducting due diligence. On November 26, 2013, Messrs. Carnecchia and Piraino responded to Mr. de Tersant that they had received his request list and timeline, but that the Accelrys Board had not accepted Dassault Systèmes SA's offer of $11.50 per share, that other parties had expressed interest in a potential acquisition of Accelrys and that, in response to such interest, Accelrys was in the process of retaining a financial advisor to advise the Accelrys Board on strategic alternatives.

        On November 27, 2013, the Accelrys Board held a telephonic board meeting to discuss the indications of interest Accelrys had received from Dassault Systèmes SA and Company A. Representatives of Morgan Stanley and Paul Hastings were also present for the meeting. Representatives of Morgan Stanley reviewed for the Accelrys Board various approaches the Accelrys Board may want to consider in light of the unsolicited written indications of interest Accelrys had received from Dassault Systèmes SA and Company A. Representatives of Morgan Stanley reminded the Accelrys Board that the initial written indication of interest received from (i) Company A was for $11.50 per share in cash, and noted that representatives of Company A had verbally indicated to Mr. Carnecchia that Company A might be able to increase the offer nominally and (ii) Dassault Systèmes SA was for $11.50 per share in cash, which offer might be increased by up to $1.00 per share, depending on Dassault Systèmes SA's conclusions with respect to the future prospects of Accelrys and potential synergies between Accelrys and Dassault Systèmes SA, which would be determined after completion of due diligence. Representatives of Morgan Stanley then reviewed for the Accelrys Board various strategic alternatives the Accelrys Board may want to consider, including remaining as a standalone company, acquiring or combining with other companies in an effort to accelerate growth or an outright sale of Accelrys. In addition, the Accelrys Board discussed with representatives of Morgan Stanley and Paul Hastings certain process considerations in responding to the indications of interest Accelrys had received, including a rejection of such indications of interest, doing a confidential market check with a discrete, limited group of parties or engaging in a broad outreach to many strategic and financial parties, or foregoing a pre-signing market check altogether and entering into exclusivity with and obtaining a "go-shop" from one of the parties. Several members of the Accelrys Board expressed concern about conducting a broad outreach because such an approach would likely unduly distract management from the business and could result in an unwanted public disclosure. Representatives from Morgan Stanley also discussed with the Accelrys Board their views on specific strategic and financial buyers who might be potential acquirors of Accelrys, including large IT consolidators, design software companies, scientific technology companies, industrial automation companies and financial sponsors.

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The Accelrys Board authorized the Accelrys management team and representatives of Morgan Stanley to respond to Company A and Dassault Systèmes SA and to further explore a potential transaction with each such party, while also reaching out to a limited number of other strategic parties and financial sponsors whom the Accelrys Board determined, after considering the advice of Morgan Stanley, would be most likely to seriously consider making an acceptable offer to acquire Accelrys.

        Between November 27, 2013 and December 9, 2013, representatives of Morgan Stanley contacted seven strategic parties (including Company B and Foros on behalf of Dassault Systèmes SA) and two financial sponsors with experience buying software companies (including Company A) and, based on preliminary feedback, ultimately sent a confidentiality agreement prepared by Paul Hastings on behalf of Accelrys to six of these entities (including Dassault Systèmes SA, Company A and Company B) that were anticipated to be interested and credible as potential bidders. During such time, representatives of Morgan Stanley had multiple calls with senior management representatives of each of the potential bidders to discuss the potential opportunity to acquire Accelrys and also sent publicly available information regarding Accelrys to such potential bidders.

        On December 6, 2013, representatives of Company C, a large publicly traded software company and one of the seven strategic parties contacted by Morgan Stanley, contacted representatives of Morgan Stanley and informed them that Company C was not interested in pursuing a transaction with Accelrys.

        On December 9, 2013, Accelrys announced the completion of its acquisition of Qumas Limited (" Qumas ") for an aggregate purchase price of $50 million in cash, subject to working capital and other adjustments. On that day, Accelrys Common Stock closed at $8.93 per share on the NASDAQ stock market.

        On December 11, 2013 and December 12, 2013, Messrs. Carnecchia and Piraino and other representatives of Accelrys and Morgan Stanley met with Mr. de Tersant and other representatives of Dassault Systèmes SA and Foros at the offices of Morgan Stanley in New York to address Dassault Systèmes SA's due diligence requests and to update Dassault Systèmes SA on Accelrys' product pipeline, organization, strategy and financial outlook. At these meetings, representatives of Dassault Systèmes SA expressed, among other concerns, a growing concern with Accelrys' growth prospects.

        On December 14, 2013, representatives of Foros telephoned representatives of Morgan Stanley to summarize the conclusions from that week's due diligence session and discuss a process for Accelrys and Dassault Systèmes SA to progress toward a transaction. The representatives from Foros indicated that Dassault Systèmes SA had growing concern about Accelrys' growth prospects relative to the information provided by Accelrys, but that Dassault Systèmes SA would nevertheless work toward submitting a revised proposal. Foros also indicated that Dassault Systèmes SA would be sending a follow-up due diligence list to assist in Dassault Systèmes SA's further evaluation of a potential transaction. Representatives from Morgan Stanley communicated to Foros that Dassault Systèmes SA's previously proposed offer price of $11.50 per share was not acceptable to the Accelrys Board.

        During December 2013 and early January 2014, representatives of Paul Hastings and Morgan Stanley negotiated confidentiality agreements with each of Dassault Systèmes SA, Company A, Company B, Company D, a large publicly traded scientific technology company and one of the seven strategic parties contacted by Morgan Stanley, and Company E, a nationally-recognized financial sponsor with experience buying software companies and one of the two financial sponsors contacted by Morgan Stanley, and their respective advisors. Between December 3, 2013 and January 6, 2014, all five bidders entered into confidentiality agreements with Accelrys, each of which included a customary "standstill" provision.

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        On December 16, 2013, representatives of Company A met with representatives of Accelrys and Morgan Stanley at Accelrys' offices in San Diego to discuss Accelrys' business, operations and financial performance.

        On December 18, 2013, representatives of Company E met with representatives of Accelrys and Morgan Stanley at Accelrys' offices in San Diego to discuss Accelrys' business, operations and financial performance.

        On December 18, 2013, representatives of Company F, a large publicly traded industrial company and one of the seven strategic parties contacted by Morgan Stanley, contacted representatives of Morgan Stanley to inform them that Company F was not interested in pursuing a transaction with Accelrys. On December 19, 2013, Company G, a large publicly traded scientific technology company and one of the seven strategic parties contacted by Morgan Stanley, contacted representatives of Morgan Stanley and informed them that Company G was also not interested in pursuing a transaction with Accelrys.

        On December 20, 2013, Accelrys announced that two of its previously acquired subsidiaries had entered into a settlement agreement with Borealis AG (" Borealis ") in connection with an ongoing arbitration of a dispute related to certain software and professional services arrangements that Borealis claimed were not completed pursuant to the terms of the underlying agreement between such subsidiaries and Borealis during periods prior to Accelrys' acquisition of such subsidiaries in 2010. Under the settlement agreement, Accelrys made a one-time settlement payment, net of any tax withholding, to Borealis of $16.0 million (with approximately $10.1 million of such amount being covered by insurance). On December 20, 2013, Accelrys Common Stock closed at $9.61 per share on the NASDAQ stock market.

        On December 22, 2013, representatives of Morgan Stanley and representatives of Foros had a telephone call to discuss the process being undertaken by Accelrys and its advisors to solicit bids from other interested parties. During the call, representatives of Foros told representatives of Morgan Stanley that, while Dassault Systèmes SA still had concerns regarding Accelrys' future growth prospects, Dassault Systèmes SA intended to submit a revised proposal to Accelrys. In response, representatives of Morgan Stanley told the representatives of Foros that Dassault Systèmes SA's prior proposal of $11.50 per share of Accelrys Common Stock continued to be unacceptable to the Accelrys Board.

        On December 23, 2013, representatives of Morgan Stanley received a revised non-binding written indication of interest from Dassault Systèmes SA, along with a draft definitive agreement for a two-step acquisition involving a tender offer followed by a merger, confirmatory due diligence checklist, work flow and timeline schedule and form of exclusivity agreement. Such revised indication of interest provided that, in light of its due diligence findings with respect to Accelrys' expected 2013 performance and 2014 outlook, Dassault Systèmes SA was not willing to pay any additional consideration per share of Accelrys stock as it had indicated previously. Despite the inability to justify any additional consideration based on Accelrys' financial performance, however, the indication of interest stated that Dassault Systèmes SA was willing to pay $12.25 per share in cash only upon the firm conditions that (i) Accelrys would enter into a 21-day exclusivity period (commencing on January 3, 2014) with Dassault Systèmes SA and (ii) the parties would enter into and announce a definitive agreement for a two-step acquisition no later than January 24, 2014, which agreement would provide for certain deal protection measures, including "no-shop" and "matching rights" provisions and a "break-up" fee equal to 4% of Accelrys' equity value. Dassault Systèmes SA's revised indication of interest also provided that, if Accelrys did not accept the foregoing conditions, then Dassault Systèmes SA's offer would remain at $11.50 per share in cash. On December 23, 2013, Accelrys Common Stock closed at $9.58 per share on the NASDAQ stock market.

        On the morning of December 26, 2013, the Accelrys Board held a telephonic board meeting. During the meeting, representatives of Morgan Stanley reviewed for the Accelrys Board the

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conversations with each of Dassault Systèmes SA, Company A, Company B, Company D and Company E that Morgan Stanley had conducted since November 27, 2013. Representatives of Morgan Stanley then summarized Dassault Systèmes SA's revised indication of interest and the conditions thereto, noting that Dassault Systèmes SA's revised indication of interest at $12.25 per share was lower than the $12.50 per share that Dassault Systèmes SA had previously indicated it might be able to offer. Morgan Stanley noted that each of Company A, Company B, Company D and Company E had previously met with certain members of the senior management of Accelrys or were scheduled to have meetings in early January 2014. Representatives of Morgan Stanley informed the Accelrys Board that, over the last several weeks, Company A had indicated that, while it might be able to increase its offer price above $12.00 per share, it would not be prepared to increase its price to $13.00 per share. In addition, Morgan Stanley advised the Accelrys Board that Company E had indicated that it would not be willing to increase its offer price above $12.00 per share. Morgan Stanley also told the Accelrys Board that each of Company C, Company F and Company G had indicated that they were not interested in pursuing conversations with Accelrys with respect to a proposed acquisition, while Company H, a large publicly traded software company and one of the seven strategic parties contacted by Morgan Stanley, had not responded to Morgan Stanley about the potential opportunity to acquire Accelrys. Mr. Carnecchia then proposed to the Accelrys Board that Accelrys go back to Dassault Systèmes SA and present a counter-offer $13.00 per share of Accelrys Common Stock in exchange for providing Dassault Systèmes SA with the short period of exclusivity that Dassault Systèmes SA had requested, provided that if any other party with whom Accelrys was in active discussions offered more than $13.00 per share during such period, Accelrys would have a "fiduciary out" to the exclusivity with Dassault Systèmes SA with respect to such party and would be able to engage in negotiations with such party. In addition, Accelrys would condition granting such exclusivity to Dassault Systèmes SA on Dassault Systèmes SA's consent to a limited "go-shop" in the definitive agreement providing for a lower break-up fee if Accelrys were to terminate its agreement with Dassault Systèmes SA to pursue another transaction with any party currently engaged in transaction-related discussions with Accelrys. After discussing the advantages and disadvantages of taking this approach with representatives of Morgan Stanley and Paul Hastings, the Accelrys Board authorized representatives of Morgan Stanley and Mr. Carnecchia to respond to Dassault Systèmes SA as Mr. Carnecchia had proposed.

        In the afternoon of December 26, 2013, representatives of Morgan Stanley called representatives of Foros and told them that, while the Accelrys Board would like Dassault Systèmes SA to continue to participate in the sales process, the Accelrys Board would not agree to grant Dassault Systèmes SA exclusivity at a price of $12.25 per share. In addition, Morgan Stanley advised Foros that Accelrys had strong indications of interest from other parties and had due diligence meetings scheduled with such parties. As a counter-proposal, Morgan Stanley told Foros that the Accelrys Board would support moving forward exclusively with Dassault Systèmes SA under the following conditions: (i) a purchase price of $13.00 per share of Accelrys Common Stock; (ii) exclusive negotiations with Dassault Systèmes SA until January 24, 2014, as Dassault Systèmes SA had requested; (iii) a "go-shop" provision in the definitive agreement between the parties allowing Accelrys to contact any party currently engaged in transaction-related discussions with Accelrys and providing for a lower break-up fee if Accelrys were to terminate its agreement with Dassault Systèmes SA to pursue another transaction with any such party; and (iv) during the exclusivity period until January 24, 2014, Accelrys would be permitted to speak to another party if such party were to offer more than $13.00 per share. In addition, Morgan Stanley advised Foros that Accelrys would not continue discussions with Dassault Systèmes SA if its proposed price to proceed on a non-exclusive basis was still $11.50 per share.

        Over the following several days, representatives of Foros spoke with representatives of Morgan Stanley and acknowledged that Dassault Systèmes SA understood that the Accelrys Board was not prepared at that time to recommend a transaction at $11.50 per share but stated that Dassault Systèmes SA was unwilling at that stage to propose a transaction at a price of $13.00 per share. The representatives of Foros indicated that Dassault Systèmes SA was willing to continue working on a

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nonexclusive basis, but that Dassault Systèmes SA was stretching to justify a price of $12.25 per share price based on its due diligence to date.

        On each of December 30, 2013 and January 3 and 17, 2014, representatives of Company A participated in telephone calls with representatives of Accelrys to discuss due diligence matters.

        On January 6, 2014, Accelrys and Dassault Systèmes SA entered into a new confidentiality agreement, which contained a customary "standstill" provision.

        On January 8, 2014, Mr. de Tersant and Mr. Carnecchia had a telephone conversation to discuss Dassault Systèmes SA's due diligence process and proposed meetings between representatives of Accelrys and representatives of Dassault Systèmes SA in San Diego scheduled to start later that week. Later on January 8, 2014, Accelrys provided representatives of Dassault Systèmes SA, Company A, Company B, Company D and Company E access to the electronic data room in which Accelrys had posted substantial information related to its business, assets, liabilities, products, research and development projects, personnel, intellectual property, financial forecasts and other data and information deemed important by the Accelrys senior management team for a potential bidder to have sufficient information to make a valuation determination about Accelrys.

        On January 10, 2014, representatives of Company A again met with representatives of the Accelrys senior management team and Morgan Stanley to discuss Accelrys' business and financial forecasts.

        Also, between January 10, 2014 and January 16, 2014, representatives of Dassault Systèmes SA met with the senior management team and other representatives of Accelrys at the offices of Paul Hastings in San Diego and by conference call to discuss certain aspects of Accelrys' business, including information related to its strategy for approaching its customer market, products, research and development pipeline, sales and marketing functions, tax and legal matters, historical financial information and financial forecasts, and other information relevant to the valuation of Accelrys. During the meetings, Accelrys provided the representatives of Dassault Systèmes SA with additional information they had requested, which information was also posted to the electronic data room for other parties to review.

        Also during that time, certain senior management members of Accelrys met with representatives of Company A at the offices of Accelrys to provide them with additional information with respect to Accelrys, including financial diligence, product pipeline information, research and development information and other information that had been requested by Company A.

        On January 13, 2014, the Accelrys Board held a telephonic board meeting. Representatives from Morgan Stanley told the Accelrys Board that each of Dassault Systèmes SA, Company A, Company B, Company D and Company E were all still actively conducting due diligence and accessing the electronic data room, as well as having in-person meetings with the senior management team and other representatives of Accelrys. With respect to Dassault Systèmes SA, representatives of Morgan Stanley advised the Accelrys Board that Dassault Systèmes SA had indicated its desire to complete its diligence of Accelrys as soon as possible so that the Dassault Systèmes SA management team would be in a position to present a proposal to acquire Accelrys to the Dassault Systèmes SA board of directors on January 21, 2014. Morgan Stanley also noted that the representatives of Dassault Systèmes SA remained acutely focused on Accelrys' 2014 growth projections. With respect to Company A, Morgan Stanley noted that the level of due diligence activity in the electronic data room was substantial and that during meetings with Company A representatives, those representatives had focused their questions on product pipeline, sales infrastructure, sales force management issues and sales order renewal rates. Morgan Stanley stated that representatives of Company A had confirmed verbally that they understood that any offer from Company A had to be in the "mid-$12.00's" to be competitive, but that they had not yet indicated that they would submit an offer at that level. Instead, Company A had stated to representatives of Morgan Stanley that it had not yet provided an updated proposal on price

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because it wanted to first complete due diligence around Accelrys' 2014 financial forecast. With respect to Company E, representatives of Morgan Stanley noted that, while Company E had submitted a follow-up due diligence request, its representatives had not shown much activity in the electronic data room and seemed to be taking a more passive approach to the process. Finally, with respect to Company B and Company D, Morgan Stanley noted that both parties had been highly active in the electronic data room and were scheduled to have in-person due diligence meetings with representatives of Accelrys later in the week. Representatives of Morgan Stanley also noted that both Company B and Company D would have large teams of representatives at the meetings, including, with respect to Company D, its chief executive officer. Morgan Stanley then advised the Accelrys Board that each of the bidders (including Dassault Systèmes SA) had noted that, based on the information provided by Accelrys' senior management team, organic sales orders had declined in 2013. The Accelrys Board discussed the forecasts prepared by Accelrys' senior management team and the challenges Accelrys would face in growing its business. As a result of such discussion and in light of the feedback received from bidders, the Accelrys Board asked the senior management team to prepare an alternative forecast for the Accelrys Board to review that would represent a more probable financial outcome for Accelrys based on management's best estimate to date for the future growth of Accelrys, taking into account Accelrys' past performance history.

        On the afternoon of January 13, 2014, Paul Hastings delivered to Cravath Swaine & Moore LLP (" Cravath "), counsel to Dassault Systèmes SA, a revised draft of the proposed definitive agreement that Dassault Systèmes SA had provided to Accelrys. This revised draft proposed, among other things, a break-up fee of 2.25% of Accelrys' equity value.

        On January 15, 2014, Accelrys posted its own draft definitive merger agreement, which had been prepared by Paul Hastings as an "auction draft" to be provided to all potential bidders (initially including Dassault Systèmes SA, until such time as the decision was made to revise the draft previously prepared and provided by Cravath on behalf of Dassault Systèmes SA) to the electronic data room and invited each of Company A, Company B, Company D and Company E to provide comments to such draft. Also on January 15, 2014, certain members of Accelrys' senior management team met with representatives of Company B in Morgan Stanley's offices in San Francisco to provide Company B's management team with certain financial and other information about Accelrys.

        On the morning of January 16, 2014, representatives of Company D met separately with the senior management team and other representatives of Accelrys (including Morgan Stanley) at the offices of Paul Hastings in San Diego to conduct further due diligence. During such meetings, representatives of Morgan Stanley indicated to the representatives of Company D that (i) Accelrys was expecting to receive an indication of interest (including an offer price per share) as promptly as practicable following the conclusion of the meetings and (ii) Company D had been afforded equal access to all information contained in Accelrys' electronic data room as the other potential bidders, except in the case of competitively sensitive information.

        Also on January 16, 2014, representatives of Company E advised representatives of Morgan Stanley that Company E was no longer interested in pursuing discussions regarding an acquisition of Accelrys. Company E's representatives noted that they were unwilling to acquire Accelrys at a price over $12.00 per share and that they understood that the Accelrys Board would not entertain offers below such price.

        On January 17, 2014, Mr. Carnecchia had a call with representatives of Company A to further discuss the operating and financial performance of Accelrys.

        Also on January 17, 2014, representatives of Paul Hastings and representatives of Cravath engaged in negotiations related to Accelrys' comments on the revised definitive agreement that Paul Hastings had sent to Cravath.

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        On January 20, 2014, Messrs. Charlès and de Tersant contacted Mr. Carnecchia to discuss Dassault Systèmes SA's continued commitment to moving forward quickly with a transaction with Accelrys. At this point, Mr. Charlès asked Mr. Carnecchia if the Accelrys management team was committed to stay with the combined company and, although no specific terms were discussed, asked Mr. Carnecchia if he would agree to remain as the chief executive officer of Accelrys after the closing of the transaction.

        Also on January 20, 2014, Cravath delivered to Paul Hastings a revised draft of the proposed definitive agreement on behalf of Dassault Systèmes SA. The revised draft proposed, among other things, a break-up fee of 4% of Accelrys' equity value.

        On January 21, 2014, representatives of Company A advised representatives of Morgan Stanley that, after undertaking a substantial due diligence review of Accelrys, Company A had concluded that it would not be able to support a price per share for Accelrys above its original $11.50 offer.

        On January 23, 2014, Mr. Carnecchia received from Dassault Systèmes SA a revised, written non-binding proposal to acquire Accelrys. The revised proposal indicated that Dassault Systèmes SA's view was that Accelrys had been fully valued at $11.50 per share, but that Dassault Systèmes SA was willing to raise its price to $12.25 per share in cash in return for Accelrys' agreeing to work expeditiously with Dassault Systèmes SA toward the signing of a definitive agreement. The revised proposal was conditioned on entering into a mutually acceptable definitive agreement providing for a break-up fee of 3.75% of Accelrys' equity value by January 29, 2014, and upon the negotiation of a satisfactory post-closing employment agreement with Mr. Carnecchia to continue leading the Accelrys business. Dassault Systèmes SA also noted in its revised proposal that, while the Accelrys Board had previously offered to enter into exclusive negotiations with at a price per share of $13.00, Dassault Systèmes SA could not support a price approaching that level, even in return for exclusivity. Dassault Systèmes SA also expressly highlighted that Accelrys' total 2013 sales order performance was below the 2013 internal operating plan for sales orders that had been provided to Dassault Systèmes SA, despite several acquisitions that Accelrys had undertaken in prior periods. Dassault Systèmes SA expressed substantial concerns in the revised proposal about Accelrys' ability to deliver 2014 growth in-line with both Accelrys' management estimates and current analysts' estimates. In conection with Dassault Systèmes SA's proposal, Cravath delivered to Paul Hastings a further revised draft of the proposed definitive agreement. Mr. Carnecchia sent the revised proposal to each member of the Accelrys Board.

        Also on January 23, 2014, Morgan Stanley received from Company D a written non-binding proposal to acquire Accelrys for $12.20 per share, which proposal indicated that Company D needed five weeks to complete its due diligence and that, depending on the results of such due diligence review, the $12.20 offer price could be revised either negatively or positively. Morgan Stanley sent the proposal to Mr. Carnecchia, who circulated it to each member of the Accelrys Board. On January 23, 2014, Accelrys Common Stock closed at $10.47 per share on the NASDAQ stock market.

        On January 24, 2014, the Accelrys Board held a telephonic board meeting. During the meeting, representatives of Morgan Stanley summarized for the Accelrys Board the ongoing discussions and negotiations with third parties related to a potential sale of Accelrys. Referring to certain presentation materials previously provided to the Accelrys Board, the Morgan Stanley representatives advised the Accelrys Board that representatives of Morgan Stanley were continuing to work with Accelrys' senior management team to respond to due diligence requests from each of Dassault Systèmes SA, Company B and Company D. In addition, representatives of Morgan Stanley also mentioned that they continued to request guidance from each of such parties as to the price per share each such party would be willing to offer in connection with an acquisition of Accelrys. Morgan Stanley's representatives advised the Accelrys Board that Dassault Systèmes SA had largely completed its due diligence review and, on January 23, 2014, had provided a revised, written non-binding proposal to acquire Accelrys for $12.25 per share in cash, which price was conditioned on: (i) the parties entering into a definitive agreement by January 29, 2014 and announcing a transaction by January 30, 2014;

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(ii) a termination fee equal to 3.75% of Accelrys' equity value; and (iii) the negotiation of a satisfactory post-closing employment agreement with Mr. Carnecchia to continue leading the Accelrys business. It was also noted that the revised proposal from Dassault Systèmes SA was accompanied by a detailed day-by-day work plan to meet the required timing for the signing and announcement of the transaction and a final due diligence request list. Representatives of Morgan Stanley advised the Accelrys Board that, following receipt of the revised proposal, Morgan Stanley had questioned representatives of Foros as to whether the $12.25 price was the highest price Dassault Systèmes SA was willing to offer and that representatives of Foros told them that Dassault Systèmes SA would not be willing to increase its offer in any material way and that the timing of the signing and announcement of the proposed transaction remained important to Dassault Systèmes SA. Morgan Stanley advised the Accelrys Board that Company D had also submitted a written non-binding proposal to acquire Accelrys for $12.20 per share, which proposal indicated that Company D needed five weeks to complete its due diligence and that, depending on the results of such due diligence review, the $12.20 offer price could be revised either negatively or positively. Morgan Stanley's representatives further advised the Accelrys Board that they had pressed Company D on the requested five-week due diligence period and, while representatives of Company D had responded orally that it might be possible to shorten the due diligence period, Company D still needed no less than three to four weeks to complete its review, in part due to the need to engage outside consultants to assist in such review. Representatives of Morgan Stanley also informed the Accelrys Board that Company A had orally indicated to Morgan Stanley that, after undertaking a substantial due diligence review of Accelrys, it had concluded that it would not be able to support a price per share for Accelrys above its original $11.50 offer. In addition, representatives of Morgan Stanley informed the Accelrys Board that Company E had indicated to Morgan Stanley that Company E would be willing to engage in further discussions and due diligence to work toward a transaction at a price between $10.00 and $12.00 per share, but that Company E was unable to pay a price in excess of $12.00 per share for Accelrys. Finally, with respect to Company B, representatives of Morgan Stanley reported that, while representatives of Company B continued to evaluate the potential opportunity to acquire Accelrys, Company B had not yet submitted an offer.

        Mr. Piraino next reviewed for the Accelrys Board two management-prepared operating forecasts, which forecasts excluded any contribution from Qumas. Such forecasts consisted of (i) the operating forecast that was shared with each of the potential bidders and (ii) an alternative operating forecast prepared by Accelrys' senior management based on the request of the Accelrys Board at the Accelrys Board meeting held on January 13, 2014. Mr. Piraino also noted that the key difference between the original forecast and the alternative forecast was a downward adjustment of sales orders of $10 million, which Mr. Piraino believed, after having performed more year-end due diligence, was a more probable goal for Accelrys if it remained a standalone entity. Several members of Accelrys' senior management team advised the Accelrys Board that, while they remained positive about the continuing expansion of Accelrys' professional services, there was execution risk around being able to generate new sales orders to replace any falloff of sales orders for Accelrys' legacy products. Representatives of Morgan Stanley advised the Accelrys Board that, in discussions with each of the bidders, the lack of sales order growth had been a meaningful issue for each bidder and that Dassault Systèmes SA had expressly identified this issue in their revised January 23rd non-binding proposal as a factor that impaired their valuation of Accelrys. As a result, members of the Accelrys Board discussed the growth-rate challenges and execution risk inherent in Accelrys' business. Next, representatives of Morgan Stanley presented to the Accelrys Board their preliminary views on the valuation of Accelrys. At this point, and taking into account the recommendations of senior management of Accelrys and the advice of representatives of Morgan Stanley, the Accelrys Board directed Accelrys' senior management and its advisors to continue the discussions and negotiations with each bidder in an effort to try and improve the price per share being offered by each bidder. Specifically, with respect to Dassault Systèmes SA, and after significant discussion regarding the strategy for encouraging Dassault Systèmes SA to raise its offer, the Accelrys Board authorized representatives of Morgan Stanley to indicate to Dassault Systèmes SA that there

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were multiple bids within a tight price range and that Dassault Systèmes SA had to increase its offer to no less than $12.50 per share and agree to a break-up fee equal to 3.25% of Accelrys' enterprise value before the Accelrys Board would be willing to support a transaction with Dassault Systèmes SA.

        On January 25, 2014, representatives of Morgan Stanley communicated to representatives of Foros that in order for the Accelrys Board to be supportive of a deal with Dassault Systèmes SA, Dassault Systèmes SA needed to increase its offer to no less than $12.50 per share and agree to a break-up fee equal to 3.25% of Accelrys' enterprise value, which was approximately $21.9 million.

        Also on January 25, 2014, representatives of Morgan Stanley contacted Company D on behalf of Accelrys and requested that Company D (i) increase its offer price above the $12.20 per share previously indicated in Company D's written non-binding proposal dated January 23, 2014 and (ii) commit to completing its remaining due diligence with respect to Accelrys within a two-week timeframe.

        On the afternoon of January 26, 2014, representatives of Morgan Stanley spoke with representatives of Company D. The Company D representatives told Morgan Stanley that, while Company D remained interested in a potential transaction if Accelrys did not reach agreement with another bidder, Company D was not prepared to complete its due diligence on an accelerated timeframe and would not be able to increase its offer price above $12.20 per share without doing significantly more due diligence.

        On the morning of January 27, 2014, representatives of Foros informed representatives of Morgan Stanley that the timing with respect to the signing and announcement of the transaction continued to be very important to Dassault Systèmes SA and that Dassault Systèmes SA was highly focused on maintaining the timeline that it had proposed in connection with its revised, written non-binding proposal dated January 23, 2014. Foros also indicated that Dassault Systèmes SA valued certainty that, once announced, a transaction with Accelrys would close in a timely manner and thus Dassault Systèmes SA was asking for a $25 million break-up fee. Finally, Foros informed Morgan Stanley that if Accelrys could deliver on the timeline and agree to the $25 million break-up fee, Dassault Systèmes SA would be prepared to meet the Accelrys Board's asking price of $12.50 per share.

        On January 27, 2014, the Accelrys Board held a telephonic board meeting. Representatives of Morgan Stanley summarized for the Accelrys Board the status of conversations and negotiations with each of Dassault Systèmes SA, Company B and Company D. With respect to Dassault Systèmes SA, representatives of Morgan Stanley advised the Accelrys Board that Morgan Stanley had communicated to Foros on January 25, 2014 that the Accelrys Board would support an offer of $12.50 per share and would be willing to agree to a break-up fee of $21.8 million. Morgan Stanley advised the Accelrys Board that earlier in the day Foros had orally informed Morgan Stanley that Dassault Systèmes SA would be prepared to agree to a price of $12.50 per share, but such offer was expressly conditioned on: (i) the parties' entering into a definitive agreement and announcing a transaction no later than opening of the Euronext Paris market on Thursday, January 30, 2014; and (ii) Accelrys' agreeing to a break-up fee of $25 million. Representatives of Morgan Stanley and Paul Hastings advised the Accelrys Board that a $25 million break-up fee was equal to approximately 3.34% of Accelrys' equity value and 3.75% of Accelrys' enterprise value, and was within the norms for a transaction of this size. Morgan Stanley also informed the Accelrys Board that the representatives of Foros had made it clear to the representatives of Morgan Stanley that Dassault Systèmes SA's proposal was a package proposal and that, if the requested timing on entering into a definitive agreement and announcing a transaction was not met, Dassault Systèmes SA's offer to acquire Accelrys would be withdrawn. In addition, representatives of Morgan Stanley stated to the Accelrys Board that, according to Foros, Dassault Systèmes SA continued to want to commence a dialog with Mr. Carnecchia regarding the terms of a satisfactory post-closing employment agreement with Mr. Carnecchia to continue leading the Accelrys business.

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        Representatives of Morgan Stanley then reported to the Accelrys Board that, in recent conversations with Company D, Company D indicated that it was not prepared to increase its offer of $12.20 per share and would still need a significant amount of time to complete its remaining due diligence of Accelrys. With respect to Company B, representatives of Morgan Stanley reported that, despite receiving repeated indications that Accelrys fully intended to move forward with an alternative transaction if Company B did not submit a preemptive offer within a short amount of time, Company B had not responded with any offer to acquire Accelrys.

        Representatives of Paul Hastings then advised the Accelrys Board on the status of negotiations with Cravath with respect to the definitive agreement with Dassault Systèmes SA. After the Accelrys Board requested that all representatives of Morgan Stanley leave the meeting, representatives of Paul Hastings then reminded the Accelrys Board that Morgan Stanley had represented Dassault Systèmes SA in 1996 on its initial public offering and again in 2005 and 2006 on two acquisitions by Dassault Systèmes SA, but that Morgan Stanley had neither represented Dassault Systèmes SA nor received any fees from Dassault Systèmes SA in the past two years. Accordingly, representatives of Paul Hastings advised the Accelrys Board that there did not appear to be any present conflict of interest as a result of Morgan Stanley's past relationships with Dassault Systèmes SA.

        Between January 25, 2014 and January 29, 2014, representatives of Paul Hastings and representatives of Cravath engaged in numerous calls with respect to due diligence matters and negotiations on the definitive agreement. In addition, commencing on the afternoon of January 27, 2014, Mr. Carnecchia, Mr. de Tersant and representatives of Cravath and Paul Hastings engaged in telephone calls and negotiations relating to a post-closing employment agreement with Mr. Carnecchia to continue leading the Accelrys business.

        On the afternoon of January 29, 2014, the Accelrys Board held a telephonic meeting. Representatives of Paul Hastings summarized for the Accelrys Board the process undertaken by Accelrys' senior management team, Morgan Stanley and Paul Hastings in connection with the potential sale of Accelrys and advised the Accelrys Board of its fiduciary duties. Representatives of Paul Hastings then reviewed for the Accelrys Board the material terms of the proposed Offer and the Merger Agreement, including a detailed discussion regarding the deal protection measures Dassault Systèmes SA had negotiated as a condition to signing the Merger Agreement. Such representatives explained the "fiduciary termination right" that had been negotiated on behalf of Accelrys and explained to the Accelrys Board that the provision would allow, subject to the satisfaction of certain conditions (including the payment of a $25 million break-up fee and the extension of a "matching right" in favor of Dassault Systèmes SA), the Accelrys Board to terminate the Merger Agreement to proceed with a superior proposal from a third party.

        Representatives of Morgan Stanley then made a presentation to the Accelrys Board regarding the financial analyses performed by Morgan Stanley of the Offer Price, detailing the forecasts, assumptions and various valuation methodologies used by Morgan Stanley to evaluate the Offer Price and noting that such methodologies included analyses of historical trading ranges, analysts price targets, public trading comparables, discounted equity valuations, discounted cash flow, precedent transactions and leveraged buyout analyses. Morgan Stanley also rendered its oral opinion to the Accelrys Board, which opinion was subsequently confirmed in writing later that day, that as of the date of Morgan Stanley's opinion and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Offer Price was fair, from a financial point of view, to the stockholders of Accelrys (the " Morgan Stanley Opinion "). The full text of the Morgan Stanley Opinion, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in connection with such Morgan Stanley Opinion, is attached as Annex B to this Schedule 14D-9. For a more complete discussion of the Morgan Stanley Opinion, see "—Opinion of Accelrys' Financial Advisor." Representatives of Morgan Stanley also advised the Accelrys Board that Morgan Stanley would receive

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a fee of $1.5 million upon announcement of the Offer and the Merger and would also receive approximately an additional $7.8 million upon the closing of the Transactions. After further discussion among the meeting participants, the Accelrys Board unanimously approved the Merger Agreement and the consummation of the Transactions.

        On January 29, 2014, Mr. Carnecchia and Mr. de Tersant had numerous telephone conversations with respect to the Summary of Terms, which was entered into by Mr. Carnecchia and Purchaser later on January 29, 2014 and which provides, among other things, that the consummation of the Transactions, which will collectively cause Accelrys to become a non-publicly traded subsidiary of Parent, will not in and of itself give Mr. Carnecchia the right to terminate his employment for Good Reason, as defined in his Employment Agreement, and provides that Mr. Carnecchia and Purchaser will use their good faith efforts to enter into other agreements with respect to the other terms contained in the Summary of Terms regarding Mr. Carnecchia's continuing as Chief Executive Officer of Accelrys.

        Late in the evening Pacific Time on January 29, 2014 (which was the morning Central European Time on January 30, 2014), Accelrys and Dassault Systèmes SA entered into the Merger Agreement and issued a press release describing the proposed transaction. On January 29, 2014 (the last trading day prior to the public announcement of the Merger Agreement), Accelrys Common Stock closed at $9.72 per share on the NASDAQ stock market.

        On February 6, 2014, a putative class action lawsuit was filed in the Court of Chancery of the State of Delaware by a purported stockholder of Accelrys, on behalf of the stockholders of Accelrys, challenging the proposed Transactions. The lawsuit names Accelrys, the members of the Accelrys Board, Parent and Purchaser as defendants. The complaint generally alleges, among other things, that the members of the Accelrys Board breached their fiduciary duties to the Accelrys stockholders in connection with the proposed Transactions by undertaking a flawed process that failed to maximize stockholder value, and that Parent and Purchaser aided and abetted the alleged breach of fiduciary duties. The complaint seeks, among other things, (i) preliminary and permanent injunctive relief enjoining the defendants from consummating the Transactions pursuant to the terms of the Merger Agreement, (ii) damages and (iii) recovery of attorneys' fees and other fees and costs.

Reasons for the Accelrys Board's Recommendation

        In evaluating the Merger Agreement and the Transactions, the Accelrys Board consulted with representatives of Accelrys' senior management, Morgan Stanley and Paul Hastings. The Accelrys Board also consulted with Paul Hastings regarding the Accelrys Board's fiduciary duties, legal due diligence matters and the terms of the Merger Agreement and the Transactions.

        In reaching its unanimous determination that the Merger Agreement and the Transactions are advisable and fair to, and in the best interests of, Accelrys and its stockholders and making its unanimous recommendation that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, the Accelrys Board considered a number of factors, including the following material factors and benefits of the Transactions:

•

Offer Price; Premium to the Trading Price of Accelrys Common Stock.   The Accelrys Board considered the fact that the Offer Price represented a:



•

28.6% premium over the closing price of the Shares on January 29, 2014, the last trading day before the public announcement that the parties had entered into the Merger Agreement;



•

27.8% premium over the volume-weighted average trading prices of the Shares for the 30-day period ending on January 29, 2014; and

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•

18.3% premium over the highest trading price of the Shares during the 12-month period ending on January 29, 2014.



•

Cash Consideration; Certainty of Value.   The Accelrys Board considered the fact that the form of consideration payable to Accelrys stockholders will be cash, which will provide Accelrys stockholders with certainty of value and immediate liquidity, while reducing the market and long-term business risks, including risks related to our future growth prospects in light of our historical operating results, as described below.



•

No Financing Condition.   The Accelrys Board considered the fact that Parent and Purchaser would have sufficient cash resources to pay the amounts required to be paid under the Merger Agreement without obtaining third-party financing and that the Transactions are not subject to a financing condition.



•

Negotiations with Parent.   The Accelrys Board considered its belief that, after extensive negotiations with representatives of Parent, Accelrys obtained the highest price that Parent is willing to pay for Accelrys, as evidenced in part by Accelrys' ability to increase the Offer Price relative to Parent's initial offer of $11.50 per share. The Accelrys Board also considered the numerous changes in the terms and conditions of the Merger Agreement from the version initially proposed by Parent that were favorable to Accelrys, leading to its belief that the Offer Price was Parent's best and final offer and that the terms of the Merger Agreement include the most favorable terms to Accelrys and its stockholders to which Parent was willing to agree.



•

Market Check; Alternative Proposals.   The Accelrys Board considered its view that Accelrys, with the assistance of Morgan Stanley, identified and contacted a significant number of potential acquisition partners, including financial sponsors, large IT consolidators and companies in the design software, industrial automation and scientific technology industries, to obtain the best value reasonably available to Accelrys stockholders. The Accelrys Board also considered the fact that, while there were preliminary discussions and meetings with several potential third party acquirors, each of those potential acquirors, other than Parent, ultimately indicated that they were either not interested in acquiring Accelrys or not willing to pay a price per share as high or higher than the Offer Price.



•

Strategic Alternatives.   The Accelrys Board considered the potential benefits of business combination transactions with alternative bidders and its assessment with respect to the ability of alternative bidders to engage in a business combination transaction with Accelrys on terms and conditions superior to those of the Merger Agreement, including the perceived risks and the anticipated timing and likelihood of completing such transactions, the Accelrys Board also considered the possibility of continuing as an independent company. Based on the pricing, timing, availability of financing and other terms and conditions communicated by alternative bidders, and the operational and financial risks associated with continuing as an independent company, the Accelrys Board ultimately determined that the Transactions were more favorable to Accelrys stockholders than any other strategic alternative reasonably available to Accelrys, including continuing as an independent company.



•

Opinion and Analyses of Accelrys' Financial Advisor.   The Accelrys Board considered the oral opinion of Morgan Stanley delivered to the Accelrys Board, which was subsequently confirmed in writing, that, as of January 29, 2014, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of review undertaken by Morgan Stanley, as set forth in the written opinion, the consideration to be received by the holders of Shares pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of Morgan Stanley, dated as of January 29, 2014, is attached as Annex B to this Schedule 14D-9 and is incorporated herein by reference; see also "—Opinion of Accelrys' Financial Advisor".

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•

Operating and Financial Condition and Prospects.   The Accelrys Board considered the current and historical financial condition, results of operations, competitive position, business strategy, strategic options and the future growth prospects of Accelrys, including certain financial forecasts described more fully below, and assessed a range of possible values to Accelrys stockholders associated with continuing to operate Accelrys as a standalone company, particularly in light of (i) the failure of Accelrys to meet certain components of its operating plan on more than one occasion in several recent fiscal periods, (ii) the anticipated time horizon over which it would take Accelrys to achieve its operating plan, including the possibility that doing so would require a significant restructuring of the business during that time, (iii) the substantial continued and anticipated declines in sales of legacy products and the potential effects of such declines on future operating performance and results, (iv) the mature and intensely competitive nature of the industries in which Accelrys markets its products and (v) the other factors set forth in Accelrys' Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as well as the risks and other factors set forth from time to time in Accelrys' other filings with the SEC, including the disclosures set forth in the section entitled "Risk Factors" in those filings.



•

Conditions to Consummation of the Merger; Likelihood of Closing the Merger.   The Accelrys Board considered the strong likelihood that the Merger will be consummated if the Acceptance Time occurs, given that the same conditions apply to the consummation of the Merger as apply to the consummation of the Offer and that the parties elected to have the Merger Agreement be governed by Section 251(h) of the DGCL to enable consummation of the Merger as soon as practicable following the Acceptance Time without a meeting of the Accelrys stockholders.



•

Terms of the Merger Agreement.   The Accelrys Board considered the terms and conditions of the Merger Agreement, including, but not limited to:



•

the right of Accelrys, under certain circumstances and subject to certain conditions, to furnish non-public information to and participate in discussions with third parties in response to certain written proposals relating to alternative acquisition transactions;



•

the right of the Accelrys Board, under certain circumstances and subject to certain conditions, to withdraw or change its recommendation in favor of the Transactions if the failure to do so would be inconsistent with its fiduciary duties in the following circumstances: (i) the Company receives an alternative acquisition proposal that the Accelrys Board determines in good faith, after consultation with Accelrys' outside counsel and independent financial advisor, constitutes a superior proposal; or (ii) the occurrence or existence following the date of the Merger Agreement of a material event or circumstance that was not known to the Accelrys Board as of the date of the Merger Agreement (or if known, the consequences of which were not known to the Accelrys Board as of the date of the Merger Agreement);



•

the belief of the Accelrys Board that the $25,000,000 termination fee, representing approximately 3.34% of the equity value of the Company at the Offer Price, was reasonable in the context of comparable transactions, particularly given the discussions with multiple other potential acquirors that were held in advance of the execution of the Merger Agreement; and



•

the conditions to the Offer, including the fact that the Offer is conditioned upon there being validly tendered into the Offer and not validly withdrawn prior to the then-scheduled Expiration Date a number of Shares that represents at least a majority of (i) the total issued and outstanding Shares immediately prior to the Acceptance Time, plus (ii) all Shares that may be issued upon the vesting, conversion, settlement or exercise of all then outstanding options, warrants or securities convertible into or exchangeable for Shares (the

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" Minimum Tender Condition "), which Minimum Tender Condition, if satisfied, would demonstrate strong support of the Accelrys stockholders for the Transactions.

•

Appraisal Rights.   The Accelrys Board considered the availability of appraisal rights under the DGCL to Accelrys stockholders who do not tender their Shares in the Offer and comply with all of the required procedures for perfecting appraisal rights under the DGCL, including the fact that such stockholders will have the right to demand appraisal and payment of the fair value of their Shares as determined by the Delaware Court of Chancery. See Item 8—"Additional Information—Appraisal Rights" for more information.

        The Accelrys Board also considered a variety of risks and other potentially negative factors concerning the Merger Agreement and the Transactions, including the following:

•

No Participation in Future Growth or Earnings.   The Accelrys Board considered that if the Transactions are consummated, Accelrys stockholders will receive the Offer Price in cash and will no longer have the opportunity to participate in any potential future earnings or growth of Accelrys or the combined company or to benefit from any potential future appreciation in the value of Accelrys Common Stock, including any value that could be achieved if Accelrys were to in future strategic or other transactions.



•

Disruption of Accelrys' Business.   The Accelrys Board considered the effect of a public announcement of the Transactions on Accelrys' operations, stock price and employees and its ability to attract and retain key management, scientific, research and sales personnel while the Offer and the Merger are pending and the potential adverse effects on the financial results of Accelrys as a result of that disruption.



•

Interim Restrictions on Operation of Accelrys' Business.   The Accelrys Board considered that, under the terms of the Merger Agreement, Accelrys has agreed that it will conduct its business in the ordinary course consistent with past practice and, subject to specified exceptions, that Accelrys will not undertake various actions related to the conduct of its business without the prior written consent of Parent. The Accelrys Board further considered that these provisions may limit Accelrys' ability to pursue business opportunities that it would otherwise pursue.



•

No Solicitation.   The Accelrys Board considered the fact that the Merger Agreement precludes Accelrys from actively soliciting alternative acquisition proposals and only allows it and the Accelrys Board to interact with third parties with respect to unsolicited alternative acquisition proposals under certain circumstances and subject to certain conditions, in each case as described above.



•

Effect of Failure to Complete the Transactions.   The Accelrys Board considered the possibility that the Transactions might not be consummated, including the adverse effects that a failure to consummate the Transactions could have on Accelrys' business, the market price for Accelrys Common Stock and Accelrys' relationships with customers and employees, including the fact that (i) Accelrys' directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the Transactions; (ii) Accelrys will have incurred significant transaction costs; (iii) the market's perception of Accelrys' prospects could be adversely affected; and (iv) Accelrys' continuing business relationships may be disrupted.



•

Regulatory Matters.   The Accelrys Board considered the regulatory approvals that may or would be required to consummate Transactions and the prospects for receiving any such approvals, if necessary. The Accelrys Board considered the fact that (i) the parties would be required to use their respective reasonable best efforts to satisfy the closing conditions relating to certain regulatory matters, including by making required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder

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(the " HSR Act ") and in Germany and Austria and by submitting a voluntary joint filing of notice of the Transactions to The Committee on Foreign Investments in the United States (" CFIUS "), and taking certain actions necessary to prevent the commencement of any proceeding or the issuance of any judgment by any governmental entity that would delay or prohibit consummation of the Transactions and (ii) no party will be obligated to sell, hold separate or dispose of any business or assets, or to agree to take any such action over certain thresholds, as set forth in the Merger Agreement.

•

No Reverse Termination Fee.   The Accelrys Board considered the fact that Parent will be able to terminate the Merger Agreement under certain circumstances that may be outside of the Company's control, without the payment of any reverse termination fee to Accelrys.



•

Tax Treatment.   The Accelrys Board considered the fact that an all-cash transaction will be taxable to the Accelrys stockholders for U.S. federal income tax purposes.



•

Interests of Management.   The Accelrys Board considered the fact that Accelrys' directors and executive officers have interests in the Offer and the Merger that may be different from or in addition to their interests as Accelrys stockholders.



•

Litigation.   The Accelrys Board considered the risk of stockholder lawsuits against Accelrys and/or the Accelrys Board in connection with the Merger Agreement.

        After considering these factors, the Accelrys Board concluded that the positive factors relating to the Merger Agreement and the Transactions substantially outweighed the risks and potentially negative factors.

        The foregoing discussion of information and factors considered by the Accelrys Board is not exhaustive and only includes the material factors considered by the Accelrys Board in connection with its evaluation of the Merger Agreement and the Transactions. In view of the wide variety of factors considered by the Accelrys Board and the complexity of these matters, the Accelrys Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The Accelrys Board evaluated the factors described above and reached consensus that the Merger Agreement and the Transactions were advisable and fair to, and in the best interests of, Accelrys and its stockholders. In considering the factors described above, individual members of the Accelrys Board may have given different weights to different factors.

Intent to Tender

        As of January 28, 2014, the directors and executive officers of Accelrys, as a group, beneficially owned an aggregate of 587,671 Shares (excluding for this purpose shares of Accelrys Common Stock underlying Accelrys Options), representing approximately one percent of the then-outstanding Shares. To the knowledge of Accelrys, after reasonable inquiry, the directors and executive officers of Accelrys currently intend to tender or cause to be tendered all Shares held of record or beneficially owned by them into the Offer (other than Shares as to which such holder does not have discretionary authority).

Opinion of Accelrys' Financial Advisor

        We retained Morgan Stanley to provide us with financial advisory services in connection with our consideration of strategic alternatives, including a potential sale of Accelrys, and to render a financial opinion in connection with a possible sale of Accelrys. Morgan Stanley is an internationally recognized investment banking and advisory firm. The Accelrys Board selected Morgan Stanley to act as our financial advisor based on Morgan Stanley's qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in our industry and its knowledge of our business and affairs. At a meeting of the Accelrys Board on January 29, 2014, Morgan Stanley rendered its oral opinion, which

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was subsequently confirmed in writing, that as of January 29, 2014, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of the review undertaken by Morgan Stanley, as set forth in the written opinion, the consideration to be received by the holders of shares of Accelrys Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders. No limitations were imposed by the Accelrys Board with respect to the investigations made or procedures followed by Morgan Stanley in rendering its opinion. The opinion was approved by a fairness opinion committee of Morgan Stanley.

         The full text of the written opinion of Morgan Stanley, dated as of January 29, 2014, is attached to this Schedule 14D-9 as Annex B. We urge you to read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of the review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley's opinion is directed to the Accelrys Board and addresses only the fairness from a financial point of view of the consideration to be received by the holders of shares of Accelrys Common Stock pursuant to the Merger Agreement as of the date of the opinion. It does not address any other aspects of the Offer and the Merger and does not constitute a recommendation to any Accelrys stockholder as to whether to tender Shares into the Offer, or whether to take any other action with respect to the Offer and the Merger. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.

        In connection with rendering its opinion, Morgan Stanley, among other things:

•

reviewed certain publicly available financial statements and other business and financial information of Accelrys;



•

reviewed certain internal financial statements and other financial and operating data concerning Accelrys;



•

reviewed certain financial projections prepared by our management;



•

discussed the past and current operations and financial condition and the prospects of Accelrys with our senior executives;



•

reviewed the reported prices and trading activity for Accelrys Common Stock;



•

compared our financial performance and the prices and trading activity of Accelrys Common Stock with that of certain other publicly traded companies comparable with Accelrys and its securities;



•

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;



•

participated in certain discussions and negotiations among representatives of Accelrys, Parent, and their financial and legal advisors;



•

reviewed a draft of the Merger Agreement and certain related documents; and



•

performed such other analyses and reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by us and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of our management of the future financial performance of Accelrys. In addition, Morgan Stanley assumed that the Offer and the

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Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Offer and the Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Offer and the Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Accelrys and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of our officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of shares of Accelrys Common Stock in the Offer and the Merger. Morgan Stanley did not make any independent valuation or appraisal of our assets or liabilities, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, January 29, 2014. Events occurring after January 29, 2014 may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

        The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with its opinion to the Accelrys Board. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The various analyses summarized below were based on the closing price of $9.72 per share of Accelrys Common Stock as of January 29, 2014, the last full trading day prior to the meeting of the Accelrys Board to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the Transactions, and is not necessarily indicative of current market conditions.

        Morgan Stanley observed that Accelrys Common Stock closed at $9.72 on January 29, 2014 (the last full trading day prior to the meeting of the Accelrys Board to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the Transactions). Morgan Stanley noted that the consideration per Share of $12.50 pursuant to the Merger Agreement reflected a

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28.6% premium to the closing price per share of Accelrys Common Stock on January 29, 2014, a 27.8% premium to the average closing price per share of Accelrys Common Stock for the 30 days prior to and including January 29, 2014, a 31.7% premium to the average closing price per share of Accelrys Common Stock for the 60 days prior to and including January 29, 2014, and a 18.3% premium to the high closing price per share of Accelrys Common Stock for the last twelve months prior to and including January 29, 2014.

Equity Research Price Target Analysis

        Morgan Stanley reviewed and analyzed future public market trading price targets for Accelrys Common Stock prepared and published by equity research analysts prior to January 29, 2014 (the last full trading day prior to the meeting of the Accelrys Board to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the Transactions). These one year forward targets reflected each analyst's estimate of the future public market trading price of Accelrys Common Stock and were not discounted to reflect present values. The range of undiscounted analyst price targets for Accelrys Common Stock was $9.75 to $13.00 per share as of January 29, 2014, and Morgan Stanley noted that the median undiscounted analyst price target was $11.50 per share.

        The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices for Accelrys Common Stock, and these estimates are subject to uncertainties, including the future financial performance of Accelrys and future financial market conditions.

Public Trading Comparables Analysis

        Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Accelrys with comparable publicly available consensus equity analyst research estimates for selected companies that share similar business characteristics such as those that provide software as a service and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (we refer to these companies as the "comparable companies"). These companies were the following:

Selected Life Sciences Tools Companies

•

Agilent Technologies, Inc.



•

PerkinElmer, Inc.



•

Thermo Fisher Scientific Inc.



•

Waters Corporation

Selected Midcap Software Companies

•

Actuate Corporation



•

MicroStrategy Incorporated



•

Pegasystems Inc.



•

Progress Software Corporation



•

The Sage Group plc

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        For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value, which Morgan Stanley defined as fully diluted market capitalization plus total debt less cash and cash equivalents, to revenue, EBITDA and EPS estimates prepared and published by equity research analysts for calendar years 2014 and 2015, of each of these companies for comparison purposes.

        Based on its analysis of the relevant metrics for each of the comparable companies Morgan Stanley selected representative ranges of revenue, EBITDA and EPS multiples and applied these ranges of multiples to the estimated revenue, EBITDA and EPS multiples for Accelrys. For purposes of this analysis and other analyses described below, Morgan Stanley utilized two sources of estimated revenue, EBITDA and EPS for our company for calendar years 2014 and 2015 that were prepared by our management over the same time period, which we refer to as the management Case A and management Case B and which are more fully described in "—Certain Financial Estimates and Forecasts".

        Based on the outstanding shares of Accelrys Common Stock on a fully diluted basis (including outstanding Accelrys Options and Accelrys RSUs) as of January 29, 2014, Morgan Stanley calculated the estimated implied value per share of Accelrys Common Stock as of January 29, 2014 as follows:

        No company utilized in the public trading comparables analysis is identical to Accelrys. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Accelrys' and Morgan Stanley's control, such as the impact of competition on our businesses and the industry generally, industry growth and the absence of any adverse material change in our financial condition and prospects of Accelrys or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Precedent Transactions Analysis

        Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms and premia of selected transactions that share some characteristics with the Offer and the Merger. In connection with its analysis, Morgan Stanley compared publicly available statistics for select software sector transactions with a value of $250 million to $1,000 million occurring between January 1, 2008 and January 29, 2014. The following is a list of the transactions reviewed:

Selected Technology Sector Transactions (Target / Acquiror)

•

Activant Solutions Inc. / Apax Partners, L.P. (April 2011)



•

Convio, Inc. / Blackbaud, Inc. (January 2012)

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•

Deltek, Inc. / Thoma Bravo, LLC (August 2012)



•

DemandTec, Inc. / International Business Machines Corporation (December 2011)



•

DivX, Inc. / Sonic Solutions (June 2010)



•

Epicor Software Corporation / Apax Partners Worldwide LLP (April 2011)



•

i2 Technologies, Inc. / JDA Software Group, Inc. (November 2009)



•

ILOG S.A. / International Business Machines Corporation (July 2008)



•

Infogroup Inc. / CCMP Capital Advisors, LLC (March 2010)



•

Interwoven, Inc. / Autonomy Corporation plc (January 2009)



•

Keynote Systems, Inc. / Thoma Bravo, LLC (June 2013)



•

Magma Design Automation, Inc. / Synopsys, Inc. (November 2011)



•

MKS Inc. / Parametric Technology Corporation (April 2011)



•

MModal Inc. / One Equity Partners LLC (July 2012)



•

Moldflow Corporation / Autodesk, Inc. (May 2008)



•

MSC.Software Corporation / Symphony Technology Group, LLC (July 2009)



•

Phase Forward Inc. / Oracle Corporation (April 2010)



•

Renaissance Learning, Inc. / Permira Funds (August 2011)



•

Retalix Ltd. / NCR Corporation (November 2012)



•

Secure Computing Corporation / McAfee, Inc. (September 2008)



•

SonicWALL, Inc. / Investor Group (June 2010)



•

Unica Corporation / International Business Machines Corporation (August 2010)



•

Vignette Corporation / Open Text Corporation (May 2009)



•

Websense, Inc. / Vista Equity Partners (May 2013)

        For each transaction listed above, Morgan Stanley noted the following financial statistics where available: (i) the multiple of aggregate value of the transaction to next twelve months estimated revenue; (ii) implied premium to the acquired company's closing share price on the last trading day prior to announcement (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news); (iii) implied premium to the acquired company's 30 trading day average closing share price prior to announcement (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news); and (iv) implied premium to the acquired company's last twelve month high closing share price prior to announcement (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news).

        Based on its analysis of the relevant metrics and time frame for each of the transactions listed above, Morgan Stanley selected representative ranges of implied premia and financial multiples of the transactions and applied these ranges of premia and financial multiples to the relevant financial statistic

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for Accelrys. For purposes of estimated next twelve months revenue, Morgan Stanley utilized estimates included in the street case. The following table summarizes Morgan Stanley's analysis:

        No company or transaction utilized in the precedent transactions analysis is identical to Accelrys or the Offer and the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond our control. These include, among other things, the impact of competition on our business or the industry generally, industry growth and the absence of any adverse material change in our financial condition or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. The fact that points in the range of implied present value per share of Accelrys derived from the valuation of precedent transactions were less than or greater than the Offer Price is not necessarily dispositive in connection with Morgan Stanley's analysis of the Offer Price, but one of many factors Morgan Stanley considered.

Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of the company. Morgan Stanley calculated a range of implied equity values per share for Accelrys Common Stock based on estimates of future cash flows from management Case A and management Case B. For the analysis utilizing management Case A and management Case B, projections through 2016 were based on management projections, and projections for 2017 through 2023 were developed by Morgan Stanley and approved for use in Morgan Stanley's valuation analyses by Accelrys management by an extrapolation of 2016 estimates in the management projections based on 2016 growth and margin performance in the management cases to reach a steady state margin and growth profile by 2023. Morgan Stanley calculated the net present value of free cash flows for Accelrys for the years 2014 through 2023 and calculated terminal values in the year 2023 based on a terminal perpetual growth rate ranging from 1.0% to 3.0%. These values were discounted to present values as of December 31, 2013 at a discount rate ranging from 8.3% to 9.4%, based on Accelrys' estimated cost of equity, to calculate an aggregate value for Accelrys.

        The following table summarizes Morgan Stanley's analysis:

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Discounted Equity Value Analysis

        Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company's estimated future earnings. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value for such company's potential future equity value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of Accelrys Common Stock on a standalone basis. To calculate the discounted equity value, Morgan Stanley used calendar year 2015 and 2016 earnings per share estimates from management Case A and management Case B. Morgan Stanley applied a range of price to earnings per share multiples to these estimates and applied a discount rate of 8.3%, which rate was selected based on Accelrys' estimated cost of equity.

        The following table summarizes Morgan Stanley's analysis:

Illustrative Leveraged Buyout Analysis

        Morgan Stanley performed a hypothetical leveraged buyout analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of Accelrys. Morgan Stanley assumed a transaction date of January 1, 2014 and a total debt to last twelve months pro forma EBITDA ratio of 6.5x. Last twelve months pro forma EBITDA for this analysis included 2013 EBITDA pro forma contribution for the Qumas acquisition and assumed public company savings. Morgan Stanley also assumed a subsequent exit transaction by the financial sponsor at December 31, 2018 with a valuation of Accelrys realized by the financial sponsor in such subsequent exit transaction calculated utilizing a range of aggregate value to last twelve months pro forma EBITDA ratios from 10.0x to 13.0x. In preparing this analysis, Morgan Stanley utilized projections from management Case A and management Case B. Projections through 2016 were based on management projections, and projections for 2017 through 2023 were developed by Morgan Stanley and approved for use in Morgan Stanley's valuation analyses by Accelrys management by an extrapolation of 2016 estimates in the management projections based on 2016 growth and margin performance in the management cases to reach a steady state margin and growth profile by 2023. The implied acquisition price per share that could be paid by a financial sponsor for purposes of this analysis was based on a target range of annualized internal rates of return for the financial sponsor of 15% to 25%.

        The following table summarizes Morgan Stanley's analysis:

General

        In connection with the review of the Offer and the Merger by the Accelrys Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial

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analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of Accelrys. In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Accelrys. These include, among other things, the impact of competition on Accelrys' business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Accelrys, or the industry, or in the financial markets in general. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the consideration to be received by the holders of shares of Accelrys Common Stock pursuant to the Merger Agreement and in connection with the delivery of its opinion, dated January 29, 2014, to the Accelrys Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Accelrys Common Stock might actually trade.

        The consideration to be received by the holders of shares of Accelrys Common Stock pursuant to the Merger Agreement was determined through arm's-length negotiations between Accelrys and Parent and was approved by the Accelrys Board. Morgan Stanley provided advice to the Accelrys Board during these negotiations but did not, however, recommend any specific consideration to Accelrys or the Accelrys Board or that any specific consideration constituted the only appropriate consideration for the Offer and the Merger. Morgan Stanley's opinion does not address the relative merits of the Offer and the Merger as compared to any alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. In addition, Morgan Stanley's opinion expressed no opinion or recommendation as to whether the Accelrys stockholders should tender Shares into the Offer.

        Morgan Stanley's opinion and its presentation to the Accelrys Board was one of many factors taken into consideration by the Accelrys Board in deciding to approve, adopt and authorize the Merger Agreement and the Transactions. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Accelrys Board with respect to the consideration pursuant to the Merger Agreement or of whether the Accelrys Board would have been willing to agree to different consideration. Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley's customary practice.

        Morgan Stanley, as part of its investment banking and financial advisory business, is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, securities underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other financings, and valuations for corporate, estate and other purposes. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, or may trade or otherwise structure and effect transactions, for their own account or for the accounts of their customers, in debt or equity securities or loans of Accelrys and Dassault Systèmes SA, or any other company, or any currency or commodity, that may be involved in the Transactions, or any related derivative instrument.

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        Under the terms of its engagement letter, Morgan Stanley provided the Accelrys Board with financial advisory services and a financial opinion, described in this section and attached to this Schedule 14D-9 as Annex B, in connection with the Offer and the Merger, and Accelrys has agreed to pay Morgan Stanley a fee of $9,347,386 million for its services, $7,847,386 million of which is contingent upon the consummation of the Offer. Accelrys has also agreed to reimburse Morgan Stanley for its expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Accelrys has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses relating to or arising out of Morgan Stanley's engagement.

        Morgan Stanley previously represented Dassault Systèmes SA in 1996 in connection with its initial public offering, and again represented Dassault Systèmes SA in 2005 and 2006 in connection with two acquisitions by Dassault Systèmes SA. The Accelrys Board was informed of the foregoing past relationships between Morgan Stanley and Dassault Systèmes SA prior to the date of Morgan Stanley's opinion. In the two years prior to the date of its opinion rendered in connection with the Offer and the Merger, Morgan Stanley has not provided financial advisory services or financing services for Accelrys, Dassault Systèmes SA or Parent. Morgan Stanley may seek to provide such services to Accelrys, Dassault Systèmes SA and Parent in the future and would expect to receive fees for the rendering of these services.

Certain Financial Estimates and Forecasts

        Accelrys does not, as a matter of course, publicly disclose financial estimates, long-term forecasts or internal projections as to future performance, earnings or other results, and we are particularly concerned with making such estimates, forecasts and projections due to the inherent unpredictability of the underlying assumptions and estimates. However, Accelrys has in the past provided limited annual guidance with respect to non-GAAP revenue and non-GAAP diluted earnings per share and has from time to time provided updates to such guidance in connection with its quarterly financial reporting.

        In connection with the analysis of the Transactions, Accelrys' senior management prepared certain financial estimates and forecasts, as more fully described below. These financial estimates and forecasts were developed to facilitate Accelrys' strategic discussions and for use by the Accelrys Board in connection with its evaluation of the Transactions in comparison to the prospects of continuing as a standalone company. In addition, the financial estimates and forecasts were provided to Morgan Stanley for use in connection with the preparation of its fairness opinion delivered to the Accelrys Board and the related financial analyses conducted by Morgan Stanley. As part of the due diligence review of Accelrys in connection with the Transactions, the financial estimates and the Case A forecast scenario described below were also provided to potential acquirors, including Parent and Purchaser. The Case B forecast scenario described below was provided to the Accelrys Board and to Morgan Stanley in January 2014 but was not provided to any of the potential acquirors.

        We have included below a summary of the financial estimates and forecasts to provide you with access to certain non-public information that was furnished to the Accelrys Board, Morgan Stanley and other third parties, including Parent and Purchaser, in connection with the Transactions.

Important Information About the Financial Estimates and Forecasts

        Accelrys' senior management believes the financial estimates and forecasts were prepared in good faith and on a reasonable basis based on the best and most accurate information available to them at the time of their preparation and reflecting their best estimates, assumptions and judgments at the time. However, such financial estimates and forecasts are not actual results and should not be relied upon as being necessarily indicative of actual results for the periods presented. In particular, the financial forecasts, while presented with numerical specificity, were based on numerous estimates and

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assumptions that are inherently uncertain and involve judgments with respect to, among other factors, future economic, competitive, regulatory and financial market conditions and matters specific to the business including future business decisions, all of which are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, the risks and uncertainties described under the section entitled "Cautionary Statement Regarding Forward-Looking Statements". Such factors are difficult or impossible to predict accurately and, in many cases, are beyond Accelrys' control.

        As the financial forecasts reflect subjective judgments in many respects, they are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the financial forecasts constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the financial forecasts, including, but not limited to, Accelrys' performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in the Accelrys' reports filed with the SEC. None of Accelrys, Purchaser, Parent or their respective affiliates, advisors, officers, directors or representatives can give any assurance that the financial estimates and forecasts will be realized or that actual results will not be significantly higher or lower than the financial estimates and forecasts. The financial forecasts cover multiple years and therefore by their nature become less reliable with each successive year. In addition, the financial estimates and forecasts were not prepared and are not presented with a view toward public disclosure, nor toward complying with the published guidelines of the SEC regarding forward-looking statements. Likewise, such financial estimates and forecasts were not prepared in accordance with accounting principles generally accepted in the U.S. (" GAAP ") and are instead presented consistent with Accelrys' historical presentation of its non-GAAP operating results. As a result, in the case of the financial estimates and forecasts (i) Non-GAAP revenue includes deferred revenue fair value adjustment, (ii) Adjusted EBITDA is earnings that includes deferred revenue fair value adjustment, net royalty income, and acquisition-related cost of revenue, and excludes depreciation expense, purchased intangible asset amortization, stock-based compensation expense, and business consolidation, restructuring and headquarter-relocation costs, and (iii) Non-GAAP earnings per share includes deferred revenue fair value adjustment and acquisition-related cost of revenue, and excludes purchased intangible asset amortization, stock-based compensation expense, business consolidation, restructuring and headquarter-relocation costs, gain on sale of intellectual property, amortization of note receivable discount and other costs. Non-GAAP earnings per share also reflect an effective pro-forma tax rate of 40%. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. In addition, non-GAAP financial measures used by one company may be different from non-GAAP financial measures used by other companies. Given the nature of the financial estimates and forecasts and, in the case of the forecasts, the extended period over which Accelrys projected its operations, Accelrys believes that it is not possible to quantify with any meaningful level of precision all of the amounts that would be required to be identified for purposes of providing a reconciliation of such financial estimates and forecasts with comparable GAAP financial measures, which are potentially subject to even greater volatility based on unpredictable future events.

        The inclusion of the following summary of the financial estimates and forecasts in this Schedule 14D-9 should not be regarded as an indication that Accelrys, Morgan Stanley, Parent and Purchaser, or anyone else who received the financial estimates and forecasts then considered, or now considers, such estimates and forecasts to be predictive of actual results for the periods presented, and should not be relied on as such. By including such summary in this Schedule 14D-9, neither Accelrys nor any of its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regarding the performance of Accelrys as compared to the information contained in such financial estimates and forecasts. None of Accelrys or its affiliates, officers, directors, advisors or other representatives has made any representation to Parent or

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Purchaser, in the Merger Agreement or otherwise, concerning the financial estimates and forecasts. In addition, such financial estimates and forecasts were prepared during the periods described above and have not been updated to reflect any changes or events occurring after the date they were prepared, including, as applicable, the transactions contemplated by the Merger Agreement or the announcement thereof. Furthermore, the financial estimates and forecasts do not take into account any applicable effect of the failure of the transactions described in the Merger Agreement to occur and should not be viewed as accurate or continuing in that context. Accelrys undertakes no obligation, except as required by law, to update or otherwise revise the financial estimates and forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

         In light of the information and qualifications described above, stockholders are strongly cautioned not to place undue, if any, reliance on the financial estimates and forecasts. Without limiting the generality of the foregoing, the following summary of the financial estimates and forecasts is expressly not intended to influence any stockholder's decision whether to accept the Offer and to tender their Shares pursuant to the Offer.

Certain Financial Estimates for 2013

        In connection with the analysis of the Transactions, Accelrys' senior management prepared certain financial estimates for 2013. Such financial estimates included full year results for Accelrys on a standalone basis for the fiscal year ended December 31, 2013, which estimates were based on actual unaudited results for the three quarters to September 30, 2013 and estimates for the fourth quarter ended December 31, 2013, excluding the impact of the Qumas acquisition (which was completed in December 2013). Non-GAAP revenue for the year ended December 31, 2013 was estimated to be $176 million, Adjusted EBITDA was estimated to be $37 million and Non-GAAP earnings per share was estimated to be $0.36.

        The financial estimates also included full year results for Qumas on a standalone basis for the fiscal year ended December 31, 2013, which estimates were based on (i) actual unaudited results prepared by Qumas management for the three quarters to September 30, 2013, (ii) estimates prepared by Qumas management for the period from October 1, 2013 to December 8, 2013 and (iii) estimates prepared by Accelrys senior management for the period from December 9, 2013 to December 31, 2013. Non-GAAP revenue for the year ended December 31, 2013 was estimated to be $21 million and Adjusted EBITDA was estimated to be $3 million. As we previously announced on December 9, 2013, it is expected that the acquisition of Qumas will be neutral to Accelrys' Non-GAAP earnings per share for the year ended December 31, 2013 based on $1 - 2 million in estimated Non-GAAP revenue contribution for the period from December 9, 2013 to December 31, 2013.

Certain Financial Forecasts for 2014 Through 2016

        In addition to the financial estimates described above, Accelrys' senior management prepared two separate internal financial forecasts of Accelrys' anticipated future operating results as a standalone entity, in each case excluding the impact of the Qumas acquisition, for the fiscal years 2014 through 2016, which we refer to as the "standalone forecast" and the "adjusted standalone forecast". Management also prepared a separate forecast of the anticipated future operating results of Qumas for 2014 through 2016, which we refer to as the "Qumas forecast". The combination of the standalone forecast and the Qumas forecast is referred to as the "Case A" scenario, and the combination of the adjusted standalone forecast and the Qumas forecast is referred to as the "Case B" scenario.

        Case A:     The Case A scenario, which includes pro forma estimates for the acquisition of Qumas, assumes rapid growth in core and acquired revenue streams and a slowing decline in legacy revenue.

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The Case A scenario also assumes Adjusted EBITDA margins increase to 22% in 2014 and to 24% by 2016.

        Case B:     The Case B scenario, which also includes pro forma estimates for the acquisition of Qumas, assumes Adjusted EBITDA margins decrease to 18% in 2014 and increase to 20% by 2016.

        The financial estimates and forecasts should be evaluated, if at all, in conjunction with the information regarding Accelrys contained elsewhere in this Schedule 14D-9 and in the Offer to Purchase and the historical financial statements and other information regarding Accelrys contained in Accelrys' public filings with the SEC.

Item 5.    Persons/Assets Retained, Employed, Compensated or Used.

        Accelrys retained Morgan Stanley as its financial advisor in connection with the evaluation of certain indications of interest received by Accelrys from third parties with respect to a potential acquisition of Accelrys, and to explore other strategic alternatives that might lead to a possible sale of Accelrys. Information pertaining to the retention of Morgan Stanley is set forth in Item 4—"The Solicitation or Recommendation—Opinion of Accelrys' Financial Advisor" and Item 4—"The Solicitation or Recommendation—Background and Reasons for the Accelrys Board's Recommendation" of this Schedule 14D-9. Morgan Stanley has provided an opinion to the Accelrys Board that, as of January 29, 2014 and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid to the holders of Shares in the Offer and the Merger was fair, from a financial point of view, to such holders. A copy of Morgan Stanley's opinion is filed as Annex B to this Schedule 14D-9 and is incorporated herein by reference. Morgan Stanley provided its opinion for the information of the Accelrys Board in connection with its consideration of the Transactions. The opinion of Morgan Stanley does not constitute a recommendation to any Accelrys stockholder as to whether such stockholder should tender its Shares into the Offer.

        Pursuant to the terms of Morgan Stanley's engagement, for financial advisory services rendered in connection with the Transactions, Accelrys has agreed to pay Morgan Stanley a fee of $9,347,386 in the aggregate, $1,500,000 of which was paid to Morgan Stanley upon announcement of the execution of the Merger Agreement and the remainder of which is payable upon the consummation of the Offer. In addition, Accelrys has agreed to reimburse Morgan Stanley for its reasonable out-of-pocket expenses incurred in connection with its services, including the fees and disbursements of counsel and other professional advisors, and to indemnify Morgan Stanley for certain liabilities relating to or arising out of the engagement.

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        Neither Accelrys nor any person acting on its behalf has employed, retained or compensated any person to make solicitations or recommendations to the Accelrys stockholders on its behalf concerning the Transactions, except that such solicitations or recommendations may be made by directors, officers or employees of Accelrys, for which no additional compensation will be paid.