SCHRÖDINGER, L.L.C. END USER LICENSE AGREEMENT
PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING, DOWNLOADING,INSTALLING, OR USING ANY SOFTWARE PROVIDED BY SCHRÖDINGER, L.L.C. (“SCHRÖDINGER”).
BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE OR BY ACCEPTING OR
EXECUTING A PRICE QUOTATION, PURCHASE ORDER, CONFIRMATION OR SIMILAR DOCUMENT, YOU(“LICENSEE”) AGREE TO BE BOUND BY THE TERMS OF THIS DOCUMENT, THE PRICE QUOTATION AND
THE ADDITIONAL DOCUMENTS INCORPORATED, REFERENCED AND ATTACHED HEREIN, INCLUDING:ATTACHMENT I: LICENSE GRANT (NON-HOSTED SOFTWARE), ATTACHMENT II: LICENSE GRANT (HOSTEDSOFTWARE), AND EXHIBIT A: ADDITIONAL DEFINITIONS (TOGETHER, THE “AGREEMENT”). IN ADDITION,ANY PRICE QUOTATION WHICH LICENSEE SIGNS OR ACCEPTS ONLINE THROUGH SCHRÖDINGER’SONLINE PROCESS OR OTHERWISE INDICATES ACCEPTANCE BY PROVIDING A PURCHASE ORDER SHALLBE DEEMED TO BE ACCEPTANCE OF THIS AGREEMENT. IF THIS AGREEMENT IS CONSIDERED AN OFFER,ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT. TERMS OF ANY PURCHASEORDER, CONFIRMATION OR SIMILAR DOCUMENT, PROVIDED BY LICENSEE TO SCHRÖDINGER WILLHAVE NO EFFECT AND SCHRÖDINGER DOES NOT AGREE TO ITS TERMS.
1.

SOFTWARE“Software” means the licensed software product identified on an applicable Price Quotation.
1.1. Licensee Responsibilities. Licensee is responsible for Licensee’s Users’ compliance with this Agreement. Licensee
is responsible for all of Licensee’s uses and accounts. Licensee will be responsible for maintaining the security ofLicensee’s accounts, passwords and files. Licensee and Users cannot share Licensee’s accounts or passwords orallow any third party to use Licensee’s accounts or passwords. Licensee will exercise reasonable precautions toprevent unauthorized use of the Software.
1.2. Audit Right. During this Agreement and for three (3) years after expiration or termination, Licensee will keep
complete and accurate records containing all the particulars that may be necessary to enable Schrödinger to verify
that Licensee has complied with the terms of this Agreement, including, but not limited to, the scope of the license
granted hereunder, the limitations on use of the Software, and any applicable third-party hosting providers’ terms
and conditions. Licensee shall permit such records to be inspected once a year during regular business hours, upon
reasonable notice, by Schrödinger or its auditor. Such audits will be at Schrödinger’s expense unless an audit showsthat Licensee has exceeded its permitted scope of use or is otherwise not in compliance with this Agreement forany period subject to audit, in which case Licensee shall promptly reimburse Schrödinger for the costs of the audit,
including, but not limited to, independent auditor fees and costs.
1.3. License Management Software. Schrödinger may use license management software to prohibit the software frombeing used beyond the scope of the license in this Agreement. Licensee consents to the incorporation of suchmechanisms. Licensee shall not tamper or interfere with the license management software in any way. Licensee
may be granted a password to the license management software and Licensee is solely responsible for protecting
the confidentiality and security of the password.

2.

TERM AND TERMINATION
2.1. Term. This Agreement shall commence as of the earlier of the last date of signature or upon Licensee’s access to
the Software (the “Effective Date”), and will continue (unless earlier terminated) for three (3) years or until all Price
Quotations subject to this Agreement have expired or terminated (the “Term”). Prior to the expiration of the thencurrent Term, the parties may extend or renew such Term upon mutual written agreement, such as through anotheraccepted Price Quotation.
2.2. Termination. Schrödinger shall have the right to immediately terminate this Agreement with no refund: (a) for amaterial breach of this Agreement by Licensee if such breach remains uncured for thirty (30) days (or ten (10) days
for nonpayment) after receiving notice from Schrödinger of such breach or (b) immediately if Licensee becomes
the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation orassignment for the benefit of creditors. Schrödinger shall have the right to terminate this Agreement upon written
notice to Licensee in the event of the termination of a third party license to code that is included in the Software or
termination of third party hosting services used in connection with the Software, provided that, in the event of any
such termination of this Agreement, Schrödinger shall refund any license fees paid by Licensee for such Software
on a pro rata basis depending on the portion of the license period that has passed as of the date of termination ofthis Agreement. In the event of termination or expiration of this Agreement for any reason, Licensee shall promptly
return the Software, and all copies, to Schrödinger and shall discontinue all usage. Upon expiration or terminationof this Agreement, Sections titled Term and Termination, Ownership Rights, Warranties, Confidentiality,
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3.

4.

Indemnity, Limitation of Liability, Academic Restrictions (to the extent applicable) and General shall survive
expiration or termination.
OWNERSHIP RIGHTS
3.1. Software. Schrödinger (and its licensors where applicable) owns the Software and any supporting documentationand materials and will retain all intellectual property rights relating to such Software and any supporting
documentation and materials. Schrödinger will retain all intellectual property rights relating to any suggestions,
ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any third
party relating to the Software, which shall be assigned to Schrödinger. This Agreement is not a sale of Softwareand does not convey to Licensee any rights of ownership in or related to the Software or any intellectual property
rights. All rights not expressly granted by Schrödinger under this Agreement are reserved.
3.2. Licensee Data. Licensee retains all ownership and intellectual property rights in and to Licensee’s content,
information and data (“Licensee Data”).
3.3. Use of Marks and Names.
a. Licensee shall not use Schrödinger’s names or marks or employee names, or adaptations, (“Marks”) in
connection with any advertising, promotional or sales materials without Schrödinger’s prior written consent.
b. If the Licensee uses the Software to obtain results that are published in a scientific or research publication,
Licensee shall acknowledge its use of the Software with an appropriate citation referencing Schrödinger.
c. Licensee agrees that Schrödinger may use Licensee’s name and logo to identify Licensee as a customer ofSchrödinger as part of a general list of Schrödinger customers for use and reference in Schrödinger corporate,
promotional, sales and marketing materials and press releases.
3.4. Protection. Licensee shall inform Schrödinger promptly in writing of any alleged or actual infringement ofSchrödinger’s Software or Marks.
WARRANTIES
4.1. Schrödinger Limited Warranty. Schrödinger warrants that the Software will perform substantially in accordancewith the accompanying documentation for a period of thirty (30) days from the date of Schrödinger’s provision of
the Software to Licensee (the “Warranty Period”). Schrödinger's sole and exclusive obligation and liability for any
breach of the foregoing warranty shall be, in Schrödinger's sole discretion: (i) to use commercially reasonable efforts
to repair or replace the Software; or (ii) to refund any license fees paid by Licensee for the Software. Schrödinger’s
aforementioned obligation and liability is conditioned upon receipt of written notice from Licensee of nonperformance within the Warranty Period. The warranty does not apply to : (i) to Software that has been modified
from its standard form as provided by Schrödinger or that is not up to date with all updates, enhancements and newreleases/new versions released by Schrödinger, (ii) to difficulties or defects that are not reproducible or that are due
to Licensee’s computer hardware, third party software, environment (including hosting services), operating systemor other causes external to the Software, or (iii) to use of the Software in a manner or purpose for which it was notintended.
4.2. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE
SCHRÖDINGER LIMITED WARRANTY SECTION, THE SOFTWARE AND ANY SERVICES AREPROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. SCHRÖDINGER
DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS; THE
OPERATION OF THE SOFTWARE AND ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCHRÖDINGER AND ITS
AFFILIATES AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE OR SERVICES, INCLUDING, BUT
NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF ACCURACY, CORRECTNESS, USE ORAPPLICATION, ADEQUACY ANDSUITABILITY, AND ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE,OR USAGE OF TRADE. LICENSEE ACKNOWLEDGES THAT SCHRÖDINGER DOES NOT CONTROLTHE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND
THAT THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMSINHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SCHRÖDINGER IS NOTRESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROMSUCH PROBLEMS.
4.3. Licensee Warranty. Licensee represents and warrants that it has the legal power and the authority to enter into thisAgreement.
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4.4. Trial Use of the Software. Licensee may order the Software for trial purposes subject to the terms andconditions of this Agreement. When provided on a trial basis the Software is provided “AS IS” and Schrödinger
does not offer any warranties of any kind for such Software.
5.

CONFIDENTIALITY
5.1. Confidential Information.
a. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or
may disclose certain non-public information (“Confidential Information”). In the case of Licensee,
Confidential Information expressly includes Licensee Data. The Receiving Party agrees to: (i) keep
Confidential Information in strict confidence, (ii) give access to such Confidential Information solely to those
employees or agents with a need to have access thereto for purposes of this Agreement, and (iii) Receiving
Party will exercise at least the same degree of care to safeguard the confidentiality of Disclosing Party’s
Confidential Information that it exercises to safeguard its own confidential information (but no less thanreasonable care).
b. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving
Party can document: (i) is or becomes generally available to the public without any action by, or involvementof, the Receiving Party, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party,or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed
without use of any Confidential Information of the Disclosing Party.
c. Nothing in this Agreement will prevent the Receiving Party from disclosing the Confidential Information
pursuant to any judicial or governmental order, provided that the Receiving Party shall endeavor to provide
Disclosing Party notice of such disclosure. Each party is responsible for any breaches of its confidentiality
obligations by its respective employees and agents.
5.2. Licensee Confidential Information. Licensee acknowledges that Schrödinger may need to access Licensee’s
Confidential Information for the purpose of providing support for Software or Technology Services.

6.

INDEMNITY
6.1. By Schrödinger. Schrödinger agrees to defend Licensee against any third party claim that the Software infringes avalid United States: (a) patent (issued as of the Effective Date), (b) copyright, or (c) trade secret, of such third party.
Schrödinger agrees to indemnify Licensee for settlement amounts or damages, liabilities, costs, and expenses(including reasonable attorneys’ fees) finally awarded and arising out of any such third party claim.
6.2. Exclusions. Schrödinger shall have no liability or obligation to Licensee with respect to any claim based upon (i)any use of the Software not strictly in accordance with this Agreement and all related documentation, (ii) use of any
Software in an application or environment or on a platform or with devices for which it was not designed orcontemplated, (iii) alterations, combinations or enhancements of the Software not created by Schrödinger, (iv) that
portion of any Software which implements Licensee’s requirements, (v) Licensee’s continuing allegedly infringing
activity after being notified or its continuing use of any version of the Software after being provided modifications
that would have avoided the alleged infringement, (vi) Software combined or bundled with any non-Schrödinger
products, processes or materials where the alleged infringement relates to such combination, (vii) the use of aversion of the Software other than the version that was current at the time of such use, as long as Schrödinger
provided Licensee with such non-infringing version, or (viii) any intellectual property rights in which Licensee or
any of its affiliates has an interest.
6.3. By Licensee. Licensee agrees to (i) defend Schrödinger against any third party claim that results from Licensee’s
use of the Software and (ii) indemnify Schrödinger for settlement amounts and damages, liabilities, penalties, costs,
and expenses (including reasonable attorneys' fees) finally awarded and arising out of such third party claim.
6.4. Exclusions. Licensee’s obligation to indemnify does not apply to the extent that a third party claim is caused by orbased upon: (i) the gross negligence or willful misconduct of Schrödinger or (ii) a breach by Schrödinger of any
applicable law.
6.5. Conditions. The indemnifying party’s obligations are conditioned on the party seeking indemnification providing
prompt written notice and reasonable cooperation, information, and assistance in connection therewith. No
indemnifying party may settle or compromise any claim without the prior written consent of the indemnified party,
except where such settlement or compromise is solely for monetary damages as to which the indemnified party is
fully indemnified.

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7.

LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCHRÖDINGER ORITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATIONDAMAGES FOR LOST BUSINESS OR PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE USE OF OR INABILITY TO
USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE ANY SERVICES IN CONNECTION
WITH THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE MAINTENANCE, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCHRÖDINGER'S AND ITS AFFILIATES’ ENTIRE
AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT, FOR ANY REASON(S) AND UPONANY CAUSE(S) OF ACTION WHATSOEVER, SHALL NOT EXCEED THE PRICE ACTUALLY PAID BY
LICENSEE FOR THE USE OF THE SOFTWARE UNDER THE APPLICABLE PRICE QUOTATION GIVING RISETO SUCH LIABILITY. NO LICENSOR OF SCHRÖDINGER SHALL HAVE ANY LIABILITY TO LICENSEE FORLOSS OR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SOFTWARE.

8.

TECHNOLOGY SERVICES
Licensee may purchase certain Technology Services (as further described in the applicable Price Quotation and/orStatement of Work). In no event will Schrödinger’s licensors be obligated to provide any maintenance, installation,
Technology Services or support services of any kind.

9.

MAINTENANCE
Maintenance means: (a) technical support by telephone and e-mail (during regular business hours, with no guaranteed
response time) and (b) bug fixes and new releases/new versions (which shall be deemed part of the Software).
Maintenance is included in the applicable license fees. Maintenance is only available for hardware and softwareenvironments configured as specified in the Software’s documentation. Maintenance will terminate upon termination or
expiration of the Agreement. Schrödinger reserves the right to discontinue Maintenance for Licensee’s installed versionof the Software. Licensee is solely responsible for backing up the Software and performing other basic maintenance as
set forth in the Software’s documentation. Schrödinger does not represent or warrant that Maintenance will remedy any
problem with the Software. Services provided by Schrödinger beyond Maintenance will be subject to additional fees.

10. ACADEMIC RESTRICTIONS
10.1 If Licensee is a university, non-profit or other similar institution purchasing a License to the Software under a NonCommercial License (as set forth in the Price Quotation), the License granted by Schrödinger is subject to thefollowing usage limitations: (i) only a Qualified Non-Commercial User may use the Software; (ii) the Software
may only be used for academic or research purposes and cannot be used, directly or indirectly, for any project that
supports, or is supported by, commercial efforts or a commercial enterprise, provided that this restriction shall not
apply to basic research projects supported by a commercial enterprise where such commercial enterprise has nocommercial or proprietary interest or rights in the outcome of such basic research; and (iii) any results, inventions,or discoveries generated using the Software are to be publicly disclosed and may not be kept confidential or
proprietary, and such results or discoveries should be made available in and dedicated to the public domain without
restriction. Licensee shall not use the Software for commercial purposes, or maintain the confidentiality of results
or discoveries, unless Licensee pays in advance for an upgrade of its Non-Commercial License to a full commercial
license pursuant to the then-current pricing generally offered by Schrödinger to its customers. A “Qualified NonCommercial User” is a student enrolled at an accredited higher education institution, a faculty or staff member
employed by an accredited higher education institution, or an employee of a not-for-profit organization or
government agency.
10.2 If Licensee or its licensee, sponsor, or affiliate (including, but not limited to a separate organization affiliated with
Licensee for technology development and/or transfer) has a patent application filed (regardless of ownership or
who files) which includes at least one claim to a composition of matter, article, method, process, or product-byprocess, any of the foregoing of which is based on or contains data obtained from or generated by the Software,
Licensee shall immediately after becoming aware of such filing notify Schrödinger in writing thereof. And, in theevent of such filing Licensee agrees to pay Schrödinger within thirty (30) days thereof three times the difference
between Schrödinger’s then-current standard fee for a Commercial License and Non-Commercial License.

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11. GENERAL
11.1. Governing Law. This Agreement and its enforcement shall be governed by, and construed in accordance with, thelaws of the State of New York, without regard to conflicts-of-law principles. The exclusive venue for any action
relating to this Agreement shall be the state and federal courts situated in the State of New York, County of New
York, and each party expressly consents to the jurisdiction of such courts. The United Nations Convention on
Contracts for the International Sale of Goods shall not apply to this Agreement.
11.2. Compliance with Laws. Export Controls. The Software, the source code and related technology, are subject to the
U.S. Export Administration Regulations (“EAR”) and the U.S. sanctions administered by the Office of Foreign
Assets Control (“OFAC”), and to the extent used in performance of military or defense services, the International
Traffic in Arms Regulations (“ITAR”). Licensee represents and warrants that: (a) Licensee is not a national,
resident, or located in any country subject to U.S. export restrictions, including, but not limited to, Cuba, Iran, North
Korea, Syria, and the Crimea Region of Ukraine; (b) Licensee is not an individual or entity on a Denied Party List
(as the term is defined by the Department of Commerce’s Bureau of Industry and Security) maintained by the U.S.
Government; (c) Licensee will comply with all applicable laws, rules or regulations, including, without limitation,
EAR and ITAR; (d) Licensee will not directly or indirectly sell, provide, transfer, export, reexport, divert, loan, orotherwise dispose of the Software to (i) a foreign national, (ii) any country subject to U.S. export restrictions, or(iii) any individual or entity of Denied Party List maintained by the U.S. Government; and (e) Licensee will not use
or allow others to use the Software, the source code and related technology for any end-use restricted by U.S. export
controls (including, without limitation, the development, production or use of nuclear, chemical or biologicalweapons or missiles).
11.3. Force Majeure. Neither party shall be liable for failure to perform an obligation under this Agreement where such
failure is due to fire, flood, labor dispute, disease, pandemic, natural calamity, acts of the government or othercauses beyond its reasonable control.
11.4. Relationship. The parties are independent contractors. No agency, partnership, or joint venture is created by thisAgreement.
11.5. Entire Agreement; Modification; Severability; Waiver. This Agreement constitutes the entire agreement between
the parties and supersedes all prior agreements, written or oral, relating to the subject matter hereof. This Agreement
may not be modified or altered except by a written instrument duly executed by both parties. If any provision ofthis Agreement is deemed to be unenforceable, that provision shall be enforced to the maximum extent permitted
to affect the parties' intentions hereunder, and the remainder of this Agreement shall continue in full force and effect.
The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any righthereunder. In the event of any inconsistency among the Price Quotation, the Statement of Work (if any), and theAgreement, the controlling provisions shall be determined by reference to the following order: (i) Statement ofWork (if any), (ii) Price Quotation, and (iii) Agreement.
11.6. Notices. Any notices hereunder shall be in writing. Receiving Party’s address is as set forth on the applicable Price
Quotation and if no address is set forth the headquarters identified on its website. Either party may change its addressby giving written notice to the other party. Notices will be deemed to have been duly given: (i) if personallydelivered, when received; (ii) if via email to legal@schrodinger.com, two (2) business days after sending;confirmation of receipt requested; (iii) if sent for next day delivery by recognized overnight delivery service; two(2) business days after sending; and (iv) if sent by certified or registered mail, upon receipt, return receipt requested.
11.7. Counterparts. This Agreement may be executed electronically in any number of counterparts each of which shallbe deemed an original and all of which together shall constitute one instrument.
11.8. Assignment. Licensee may not assign or transfer this Agreement in whole or in part, including by operation oflaw, change of control, asset sale or merger without prior written consent of Schrödinger. Any assignment or transfer
or attempt to assign or transfer this Agreement in violation of this provision is null and void and may constitutegrounds for termination of the Agreement.

-------------------------------------THIS SECTION INTENTIONALLY LEFT BLANK-------------------------------------

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SCHRÖDINGER, L.L.C. END USER LICENSE AGREEMENTIN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Agreement as of theEffective Date.
SCHRÖDINGER, LLC
By Its Sole Member, Schrödinger, Inc.

[LICENSEE]

By:

By:

Name:

Licensee: ___________________________________
Licensee Address: ____________________________Name:___________________________________

Title:

Title:___________________________________

Date:

Date:

___________________________________

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SCHRÖDINGER, L.L.C. END USER LICENSE AGREEMENTATTACHMENT I: LICENSE GRANT (NON-HOSTED SOFTWARE)

LICENSE GRANT; RESTRICTIONS
1.

License Grant. Subject to the terms and conditions of this Agreement, Licensee’s payment of the applicable
license fees, and any applicable User/use and period limitations, Schrödinger grants Licensee a limited,
nonexclusive, non-transferable, non-assignable, non-sublicensable license and right to install and use internally,in object code form only the Software solely for Licensee’s own internal business purposes in accordance withthe applicable Price Quotation. Schrödinger reserves all rights not expressly granted in this Agreement.

2.

Restrictions. Licensee may not make copies of the Software except as necessary for bona fide backup orarchival purposes and ensure all proprietary rights notices on the Software are retained on such copies. Licensee
will not (and will not permit any third party to) directly or indirectly: (i) modify, translate, adapt, create
derivative works from or decompile the Software, or create or discern (or attempt to do so), by reverse
engineering or otherwise, the source code from the object code supplied hereunder, (ii) rent, lease, loan, sell,transfer, publish, display, distribute, disclose or make the Software available to third parties or use the Software
in a service bureau, time-sharing or outsourcing service or otherwise use the Software for the benefit of third
parties, (iii) remove or alter any proprietary rights notices on the Software, (iv) disclose or otherwise makeavailable any information or materials contained in or related to the Software or documentation (including
license keys), or (v) disclose any analysis, performance benchmark or performance information of the Softwareor documentation to any entity (except to Licensee’s employees having a need to know for purposes ofauthorized use and who are informed in writing of the obligations of this section) or use any of the foregoingother than as expressly authorized. Licensee will notify Schrödinger immediately of any actual or imminent
unauthorized access, use or disclosure of, any of the foregoing. Licensee recognizes that the unauthorized access,use or disclosure of any of the foregoing will give rise to irreparable injury to Schrödinger for which monetarydamages may be an inadequate remedy; and Licensee agrees that Schrödinger may seek and obtain injunctive
relief against the breach or threatened breach of Licensee’s obligations, in addition to any other legal andequitable remedies which may be available.

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SCHRÖDINGER, L.L.C. END USER LICENSE AGREEMENTATTACHMENT II: LICENSE GRANT (HOSTED SOFTWARE)

RIGHTS GRANTED; RESTRICTIONS.
1.

Grant of Rights. Subject to the terms and conditions of this Agreement, Licensee’s payment of the applicable
license fees, and any applicable user/use and period limitations, Schrödinger grants Licensee a limited,
nonexclusive, non-transferable, non-assignable right to access and use the Software solely for Licensee’s own
internal business purposes in accordance with the applicable Price Quotation. Schrödinger reserves all rights not
expressly granted in this Agreement.

2.

Restrictions. Licensee will not make copies of the Software. Licensee will not (and will not permit any third
party to), directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or
obtain the source code, object code or underlying structure, ideas or algorithms of the Software, documentation
or data related to the Software; (ii) modify, translate, or create derivative works based on the Software; (iii) use
the Software for time-sharing or service bureau purposes or for any purpose other than its own internal use forits own internal benefit; (iv) use the Software other than in accordance with this Agreement and in compliancewith all applicable laws, regulations and rights, (v) remove or alter any proprietary rights notices or markingsin the Software, (vi) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to theSoftware, (vii) interfere or attempt to interfere with the proper working of the Software, (viii) use the Softwareor permit use of the Software, for any illegal, harmful or offensive use, or to transmit, store, display, distributeor otherwise make available content that is illegal, harmful or offensive, (ix) upload content or use the Software
to engage in activities that infringe or misappropriate the intellectual property or proprietary rights of others or
activities that may damage, interfere with, intercept or expropriate any system, program, or data, (x) disclose orotherwise make available any information or materials contained in or related to the Software or documentation,or (xi) disclose any analysis, performance benchmark or performance information of the Software or
documentation to any entity (except to Licensee’s employees having a need to know for purposes of authorized
use and who are informed in writing of the obligations of this section) or use any of the foregoing other than as
expressly authorized. Licensee shall notify Schrödinger immediately of any actual or imminent unauthorizedaccess to, use or disclosure of, any of the foregoing. Licensee recognizes that the unauthorized access, use or
disclosure of any of the foregoing will give rise to irreparable injury to Schrödinger for which monetary damages
may be an inadequate remedy; and Licensee agrees that Schrödinger may seek and obtain injunctive relief
against the breach or threatened breach of Licensee’s obligations, in addition to any other legal and equitable
remedies which may be available.

3.

Third Party Hosting Provider. Schrödinger’s provision of the Software is subject to the terms and conditionsof Schrödinger’s third party hosting provider, and such terms and conditions may change during the applicable
Term. Licensee acknowledges and agrees that if such third party hosting provider terms change, modifications
to Licensee’s Software and the terms of this Agreement may be necessary. Licensee also acknowledges andagrees that such third party hosting provider may perform scheduled or unscheduled repairs or maintenance, or
Schrödinger may remotely patch or upgrade the Schrödinger Software installed on its systems, which may
temporarily degrade the quality of the Software or result in partial or complete outage of the Schrödinger
Software that is part of the Software. Any such degradation or interruption shall not give rise to a refund or
credit of any fees paid by Licensee. Schrödinger will use commercially reasonable efforts to notify Licensee ofany changes to the Software.

4.

Licensee Data. In connection with Schrödinger’s provision of the Software, it may be necessary for Schrödinger
to obtain, receive, or collect Licensee Data. In such cases, Licensee grants Schrödinger a non-exclusive,
worldwide, royalty-free, non-revocable license to use, compile, distribute, display, store, process, or reproduce
Licensee’s Data solely to facilitate Schrödinger’s provision of the Software to Licensee. Licensee also grants
Schrödinger the right to copy, monitor and maintain such Licensee Data during the Term for backup purposes
and to facilitate providing Licensee with the Software. Additionally, Schrödinger may collect and store analytic
data based on Licensee’s use of the Software (e.g., application response times, sequence of how Users interact
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with the Software, etc.) in an anonymous manner not attributable to Licensee specifically. Licensee also grants
Schrödinger the right to monitor and to use such data in connection with its internal business purposes(including, without limitation, maintaining and improving the Software). Licensee represents and warrants that
Licensee has obtained all rights, permissions, and consents necessary to use and transfer the Licensee Data
within and outside of the country in which Licensee is located in conjunction with Schrödinger’s provision of
the Software or Licensee’s use of the Software.

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EXHIBIT A: ADDITIONAL DEFINITIONS
1. Types of Licenses
Casual User License
Department License
Floating License

GPU Core License

A Casual User License means a License to use Software under a Seat License exceptthat support inquiries are to be coordinated with a Power User License.
A Department License means a license for all users within a single academic
department.
A Floating License means a concurrent license that allows use of the applicable
Software to run a number of Jobs equivalent to the number of Floating Licenses
purchased for the applicable Software.
1 GPU Core License allows for 5120 GPU Cores to run with the licenses
corresponding to the Desmond GPU, FEP+ or WaterMap Utilities products.

Job or Instance

A Job or Instance means a single incident of Software executing on a single processor
core. Despite the foregoing, each Floating License to Jaguar allows for a Job to run
on an unlimited number of processor cores simultaneously. Each Floating License to
WaterMap Core allows simultaneous execution of 1 WaterMap Core Job. GPU
enabled products are licensed under GPU Core Licenses.

Laboratory & Classroom
LicenseA Laboratory & Classroom License means a license for one researcher/instructor andhis/her students.

On Demand License

An On Demand License means a license to run the applicable Software (a) for up to a
specified quantity of CPU Hours or GPGPU Hours or (b) on up to a specified quantityof Compounds, in each case as specified in the applicable Price Quotation
QUOTATION. Licensee shall not be given any refund or credit if Licensee uses lessthan the purchased quantity of CPU Hours, GPGPU Hours or Compounds during theTerm specified in the applicable Price Quotation. Licensee is required to access
Schrödinger's cloud license server for purposes of usage monitoring. Provision andmaintenance of such a server shall be at Schrödinger's sole cost and expense. As usedin this Agreement, a single “Compound” is defined as any distinct chemical entity.
For example, each tautomer, ionization state and stereoisomer are a separate
compound and counted as one (1) Compound. A maximum of two (2) perturbations ispermitted per Compound. A “GPGPU Hour” is defined as one (1) hour of compute
time on one (1) GPGPU. A “CPU Hour” is defined as one (1) hour of compute timeon one (1) CPU.

Node-locked License

A Node-locked License means a license to use the Software on a specified computer.

Perpetual License

For any pro-rata refunds due under a Perpetual license, refunds will be calculated as a
portion of a five-year period. Maintenance for one (1) year is included in theapplicable license fees for perpetual licenses and new releases/new versions will be at
an additional charge.

Professional License

A Professional License means a Seat License for Licensees of PyMOL, AxPyMOL
and/or JyMOL.

Power User License

A Power User License means a license in which the User is empowered to act onbehalf of itself and those with Casual User Licenses for support inquiries.

Seat License

A Seat License means the ability for one (1) authorized user of Licensee to use theSoftware under the terms and conditions of the End User License Agreement and theapplicable Price Quotation for the Term set forth in this Agreement. A License may
not be shared or used concurrently among different users.
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EXHIBIT A: ADDITIONAL DEFINITIONS
Server License

A Server License means that Licensee may install Software on one (1) license server atone (1) site for use by an unlimited number of end users.

Site License

A Site License means a license to run unlimited instances of the Software at a single
specified customer site.

Subnet License

A Subnet License means a license to use the Software on computers in a specified IP
subdomain.

Token

A Token is a measure used to describe Licensee’s use of any Instance of the Software
at a given time. Each use or running of a Job using Software at a given time shallcount as a certain number of Tokens, as determined, measured and administered bylicense management program mechanisms provided as part of the Software. Within a
Token Library, a Token is interchangeable and permits usage and access to and among
Software.
The following number of Tokens are required to run a Job within various elements of
the Software:
MS Transport (1), MS Penetrant Loading (1), Quantum Espresso Interface (1), Canvas(1), ConfGen (3), Core Hopping (5), Desmond GPU (variable to GPU size), Fieldbased QSAR (5), Epik (1), Glide (5), Jaguar (2), Jaguar pKa (3), LigPrep (1),MacroModel (2), (1), Membrane Permeability (8), MS Combi (5), OPLS3e (1),
QikProp (2), QSite (4), P450 SOM Prediction (8), Phase (5), PIPER (1), Prime (8),PrimeX (8), Shape Screening (1), SiteMap (1), Strike (1), XP Visualizer (1), GA
Optoelectronics (1) AutoQSAR (2), BioLuminate (1), MS CG (1), MS Jaguar (2),WaterMap GPU (variable to GPU size)

Token Library

A Token Library means a collection of Software accessible to a User by the User’s
application of the Tokens attributable to any particular Software program in the
Library.

User

An individual within Licensee's organization who is authorized to use the Software on
Licensee’s behalf.

User License

A User License means a single individual authorized to access Software and to use theresults generated in another interactive software application (which does not include,
by way of example, static electronic documents or printed material or scientific ortechnical publications). If one User accesses Software and a different User uses theresults generated from that User in another interactive software application, two (2)User Licenses are required. Only one User may be assigned to each User seat, and noUser log-in and password to the Software may be shared.

2.
BioLuminate Restrictions. With respect only to the licenses granted by Schrödinger to the BioLuminate software,
the following additional terms and conditions apply:
2.1

If a license(s) to PIPER is granted, one (1) PIPER license may allow distribution across CPUs within thesame device to execute jobs.
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