Forward-Looking Statements This Quarterly Report on Form 10-Q (this "Report") contains "forward-looking statements" that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. These statements are often identified by the use of words such as "expect", "believe", "anticipate", "estimate", "intend", "plan" and similar expressions and variations or negatives of these words. These forward-looking statements may include statements addressing our future financial and operating results. We have based these forward-looking statements on our current expectations about future events. Such statements are subject to certain risks and uncertainties, including those related to the execution of our strategic plans, the successful release and acceptance of new products, the demand for new and existing products, additional competition, changes in economic conditions and those described in documents we have filed with the
Securities and Exchange Commission(the "SEC"), including this Report in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" and subsequent reports on Form 10-Q and Form 10- K. Allforward-looking statements in this document are qualified entirely by the cautionary statements included in this Report and such other filings. These forward-looking statements speak only as of the date of this Report. We disclaim any undertaking to publicly update or revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Unless the context requires otherwise, in this Report the terms "we", "us" and "our" refer to Accelrys, Inc.and its wholly owned or indirect subsidiaries, and their respective predecessors. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Report. Overview On July 1, 2010, pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated April 5, 2010, by and among us, Alto Merger Sub, Inc., our wholly owned subsidiary ("Merger Sub"), and Symyx Technologies, Inc., ("Symyx"),Merger Sub merged with and into Symyx, with Symyxsurviving as our wholly owned subsidiary (the "Symyx Merger"). Symyx'soperating results are included in our consolidated financial statements and results of operations beginning July 1, 2010. On May 19, 2011, we completed the acquisition of Contur Software AB("Contur"), whereby Contur became our wholly owned subsidiary (the "Contur Acquisition"). Contur's operating results are included in our consolidated financial statements and results of operations beginning May 19, 2011. On December 30, 2011, we completed the acquisition of Velquest Corporation("Velquest"), whereby VelQuest became our wholly owned subsidiary (the "Velquest Acquisition"). VelQuest's operating results are included in our consolidated financial statements and results of operations beginning December 30, 2011. On May 17, 2012, we acquired a proprietary web-based Hit Explorer Operating System ("HEOS") software platform from Scynexis, Inc.The operating results of the HEOS platform are included in our consolidated financial statements and results of operations beginning May 17, 2012.