DESMOND LICENSE AGREEMENT FOR NON-COMMERCIAL RESEARCH 1. License Grant. Subject to the terms and conditions of this license agreement (the "Agreement"), D. E. Shaw Research, LLC ("DESRES") grants to LICENSEE a limited, royalty-free license, on a non-exclusive, non-transferable, non-assignable, and non-sublicensable basis, to install and use for non-commercial research (as defined below) the molecular dynamics software program known as Desmond Version 2 (including any version of such program whose version number begins with "2.") and any associated documentation (any such documentation and any such version collectively referred to herein as the "SOFTWARE"). The SOFTWARE may be accessed, held, or otherwise used only with a valid license and this Agreement confers a valid license only to (a) academic or other not-for-profit research entities and (b) individuals who are affiliated with such entities, in each case (a) and (b), provided that such entities and/or individuals use the SOFTWARE exclusively for non-commercial research purposes. Upon any change in LICENSEE's status as or affiliation with a not-for-profit research organization, or in LICENSEE's use of the SOFTWARE exclusively for non-commercial research, all licenses granted hereunder shall terminate immediately with or without any notice by DESRES. If LICENSEE wishes to continue using the SOFTWARE after any such termination, LICENSEE must apply for a new SOFTWARE license, any approval of which application shall be at DESRES' sole discretion. Use of the SOFTWARE is restricted to non-commercial research conducted by LICENSEE and, if LICENSEE is an organization, LICENSEE's employees, research advisees, and students ("Authorized Users"). The term "non-commercial research" means any academic or other research which (x) is not undertaken for profit and (y) is not intended to produce results, works, services, or data for commercial use by anyone. Any other parties (including, without limitation, any collaborators of LICENSEE) wishing to install or use the SOFTWARE may do so only if such parties have executed a separate license agreement with DESRES giving such parties the right to do so. DESRES reserves all rights not expressly granted herein. 2. Representations and Warranties. LICENSEE hereby represents and warrants that: a. LICENSEE has the necessary authority to enter into this Agreement; b. all information that LICENSEE has provided or will hereafter provide in connection with this Agreement is and will be correct and complete; c. LICENSEE qualifies for the non-commercial license granted hereunder on the basis of the criteria specified herein; and d. LICENSEE will abide by, and will ensure that all of its Authorized Users abide by, the terms and conditions set forth in this Agreement. 3. Restrictions. LICENSEE may make copies of the SOFTWARE only as necessary for bona fide backup or archival purposes. LICENSEE shall not: (a) modify, translate, adapt, create derivative works from (except in accordance with the Derivative Work Permissions set forth in this paragraph), or decompile the SOFTWARE, or any portion thereof, or create or attempt to create, by reverse engineering or otherwise, the source code ("Source Code") from the object code supplied hereunder; (b) rent, lease, loan, sell, transfer, publish, display, or distribute the SOFTWARE, or make the SOFTWARE available to third parties, or use the SOFTWARE, or any portion thereof, in a service bureau, time-sharing, or outsourcing service, or otherwise use the SOFTWARE for the benefit of third parties; (c) remove or alter any proprietary rights notices on the SOFTWARE; (d) export, import, or re-export the SOFTWARE in violation of any applicable law, rule, or regulation of any jurisdiction; (e) disclose, without DESRES's prior written approval, the SOFTWARE or any code, information, or materials contained in or related to the SOFTWARE ("RELATED MATERIALS") other than as expressly authorized hereunder. LICENSEE shall notify DESRES immediately of any actual or imminent unauthorized access to, or use or disclosure of, the SOFTWARE and/or any RELATED MATERIALS. LICENSEE recognizes that the unauthorized use or disclosure of any of the foregoing will give rise to irreparable injury to DESRES, its affiliates, and/or its licensors for which monetary damages may be an inadequate remedy; and LICENSEE agrees that DESRES, its affiliates, and/or its licensors may seek and obtain injunctive relief against the breach or threatened breach of LICENSEE's obligations hereunder, in addition to any other legal and equitable remedies which may be available. The "Derivative Work Permissions" relate only to any Source Code provided by DESRES to LICENSEE and permit LICENSEE to create only the following types of derivative works: (i) any complementary code that interoperates with the SOFTWARE, provided that any such code is provided to users free of charge and distributed only with a disclaimer that conspicuously states that D. E. Shaw Research, LLC and its affiliates did not create, approve, or authorize such code, and (ii) any modification to the code comprising the SOFTWARE itself ("Software Modification"), provided that any such Software Modification may in no case be distributed by the LICENSEE. 4. Acknowledgement and Citation. LICENSEE agrees to acknowledge the use of the SOFTWARE in any reports or publications of results obtained with the SOFTWARE as follows: "Desmond Molecular Dynamics System, version 2.X, D. E. Shaw Research, New York, NY, 2008." Where 'X' is to be replaced with the minor-release number of the version used in the published research. If the published research is based on results obtained with any Software Modification or any complementary code not developed by DESRES, then those variants must be acknowledged as such. LICENSEE is also requested to include a citation to the following paper: "Kevin J. Bowers, Edmond Chow, Huafeng Xu, Ron O. Dror, Michael P. Eastwood, Brent A. Gregersen, John L. Klepeis, Istvan Kolossváry, Mark A. Moraes, Federico D. Sacerdoti, John K. Salmon, Yibing Shan, and David E. Shaw, "Scalable Algorithms for Molecular Dynamics Simulations on Commodity Clusters," Proceedings of the ACM/IEEE Conference on Supercomputing (SC06), Tampa, Florida, November 11-17, 2006, (ACM Press, New York, 2006)." 5. Disclaimer of Warranties and Liabilities. LICENSEE acknowledges that the SOFTWARE is a research tool. The SOFTWARE is provided "as is." For the avoidance of doubt, DESRES and its licensors shall have no maintenance, upgrade, or support obligations with respect to the SOFTWARE. DESRES, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR MEET LICENSEE'S PARTICULAR REQUIREMENTS. LICENSEE AGREES THAT DESRES AND ITS AFFILIATES SHALL NOT BE HELD LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES WITH RESPECT TO ANY CLAIM BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE SOFTWARE OR ANY DERIVATIVE WORK BASED ON THE SOFTWARE. 6. Ownership Rights. LICENSEE acknowledges that the SOFTWARE is the sole and exclusive property of, and is valuable, confidential, and proprietary to, DESRES and its licensors, including, without limitation, all rights to patents, copyrights, trademarks, trade secrets, and any other intellectual property and proprietary rights inherent therein or appurtenant thereto, in all media now known or hereinafter developed, and LICENSEE shall protect the foregoing to at least the same extent that it protects its own confidential information, but using no less than a reasonable standard of care. LICENSEE is not purchasing title to the SOFTWARE or copies thereof, but rather is being granted only a limited license to use the SOFTWARE only in accordance with this Agreement. LICENSEE shall not use DESRES or its affiliates or licensors' names or marks or employee names, or adaptations thereof, in any advertising, promotional, sales, or other materials without the prior written consent of DESRES or, if and as applicable, of DESRES's affiliates or licensors. LICENSEE shall inform DESRES promptly in writing of any actual or alleged infringement of DESRES or its licensors' rights and of any available evidence thereof. 7. Term and Termination. LICENSEE's license with respect to the SOFTWARE shall be perpetual, subject to DESRES's rights to terminate this Agreement. Any and all rights granted to LICENSEE hereunder shall terminate immediately upon LICENSEE's breach of, or non-compliance with, any provisions of this Agreement. In the event of any termination of this Agreement for any reason, LICENSEE shall discontinue all use of the SOFTWARE and shall either (a) promptly return all copies of the SOFTWARE and any RELATED MATERIALS to DESRES, or (b) subject to DESRES's prior consent, provide DESRES with a certificate of destruction of all copies of the SOFTWARE and any RELATED MATERIALS. Notwithstanding the foregoing, only Paragraph 1 of this Agreement shall not survive the termination of this Agreement. 8. Government Use. The SOFTWARE and the accompanying documentation are "commercial items" as that term is defined in 48 C.F.R. 2.101 consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, if LICENSEE hereunder is the U.S. Government or any agency or department thereof, the SOFTWARE and the documentation are licensed hereunder (i) only as commercial items, and (ii) with only those rights as granted to all other end users pursuant to the terms and conditions hereof. 9. General. This Agreement and its enforcement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles. LICENSEE acknowledges that (x) DESRES may enter into agreements with one or more third parties (each an "Independent Commercial Distributor") to distribute the SOFTWARE for commercial use; (y) as of the date of this Agreement DESRES has entered into one such agreement, designating Schrödinger, LLC as an Independent Commercial Distributor; and (z) any such Independent Commercial Distributor (including without limitation Schrödinger, LLC) is a third-party beneficiary of this Agreement. 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. 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 written instrument duly executed by both parties. If any provision of this Agreement is deemed to be unenforceable, that provision shall be enforced to the maximum extent permitted to effect 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 right hereunder.