TRAJECTORY DATA LICENSE AGREEMENT This data license agreement (the "Agreement") is between D. E. Shaw Research, LLC ("DESRES") and Licensee (as defined below), effective as of the date Licensee fills out and submits the registration form to obtain molecular dynamics trajectories on DESRES's website (the "Effective Date"). DESRES and the Licensee agree as follows: 1. License Grant. Subject to the terms and conditions of this Agreement, DESRES hereby grants to Licensee (as defined below) 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) certain DESRES molecular dynamics trajectories that may, from time to time, be requested by Licensee and any associated documentation that may be provided with such trajectories. As used herein, "Licensee" means the individual accepting this Agreement or, if the individual accepts this Agreement on behalf of an organization, such organization. The specific trajectory data and associated documentation downloaded by Licensee or otherwise provided to Licensee hereunder are collectively referred to herein as the "Datasets." The Datasets will be accessed, held, or otherwise used by Licensee only in accordance with the terms of this Agreement. Use of the Datasets is restricted to Non-Commercial Research conducted by Licensee and, if Licensee is an organization, Licensee's employees, research advisees, and students ("Authorized Users"). Licensee shall require its Authorized Users to abide by the obligations of this Agreement and will be responsible for use of the Datasets by its Authorized Users. Any third party (including, without limitation, any collaborators of Licensee) wishing to install or use the Datasets may do so only if such party has executed a separate license agreement with DESRES granting such party the right to do so. As used herein, "Non-Commercial Research" means any academic or other research by a non-profit or a not-for-profit organization that (x) is not undertaken in exchange for a fee or for profit, and (y) is not intended or undertaken to produce, and will not produce, results, works, services, or data for commercial use by Licensee or any third party. For the avoidance of doubt, use of the Datasets in any contract research services or research sponsored or funded by a for-profit or commercial entity is not permitted under this Agreement. If Licensee uses the Datasets in a manner not permitted by this Agreement, all rights and licenses granted hereunder shall terminate immediately with or without any notice by DESRES. If Licensee wishes to continue using the Datasets after any such termination, Licensee must apply for a new license to the Datasets, the approval of which shall be at DESRES's sole discretion. Nothing in this Agreement shall be construed as granting any rights or licenses to DESRES's intellectual property rights, whether by implication or otherwise, other than the right to use the Datasets in the manner and to the extent authorized by this Agreement. DESRES reserves all rights not expressly granted herein. 2. Restrictions. Licensee may make copies of the Datasets only as necessary for its Non-Commercial Research use in accordance with this Agreement, and for bona fide backup or archival purposes. Licensee shall not: (a) modify, translate, or adapt the Datasets (in each case other than to generate reports or publications of results obtained with the Datasets); (b) rent, lease, loan, sell, transfer, publish, display, or distribute the Datasets; (c) make the Datasets available to third parties, use the Datasets, or any portion thereof, in a service bureau, time-sharing, or outsourcing service, or otherwise use the Datasets for the benefit of third parties; (d) remove or alter any proprietary rights notices on the Datasets; (e) export, import, or re-export the Datasets in violation of any applicable law, rule, or regulation of any jurisdiction; or (f) disclose or use, without DESRES's prior written approval, the Datasets, whether in whole or in part, 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 Datasets. 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. 3. Representations and Warranties. Licensee hereby represents and warrants that: (a) Licensee has the necessary authority to enter into this Agreement and if Licensee is an organization, the individual signing this Agreement is authorized to enter into this Agreement on behalf of the Licensee; (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 will use the Datasets only for Non-Commercial Research; and (d) Licensee will abide by, and will (if Licensee is an organization) ensure that all of its Authorized Users abide by, the terms and conditions set forth in this Agreement. 4. Acknowledgement and Citation. Licensee agrees to acknowledge the use of any Datasets in any reports or publications of results obtained using the Datasets by including the citation language contained in the "README.txt" file that is included in the distribution of the applicable Datasets. 5. Delivery. In certain circumstances, Licensee will be able to download the Datasets from a website made available by DESRES. In other circumstances, DESRES may elect instead to deliver the Datasets to Licensee on physical storage media (e.g., a hard drive or a flash drive) provided by DESRES or Licensee, ("Storage Media"), as determined by DESRES in its sole discretion. 6. Fees. The license to the Datasets granted by this Agreement is granted free of charge. However, Licensee may be charged fees with respect to the delivery of any Datasets in order to defray the cost of Storage Media, shipping, and other expenses incurred in connection with the preparation and delivery of the Datasets to Licensee. DESRES will separately communicate the applicable fees to Licensee prior to delivery of the Datasets. Licensee agrees to pay any such fees within 30 days of receipt of the Datasets. In addition, Licensee will be responsible for any taxes, customs duties, or other charges incurred in connection with receipt and use by Licensee of the Datasets or Storage Media. 7. Disclaimer of Warranties and Liabilities. Licensee acknowledges that the Datasets are a research tool. The Datasets, any website made available by DESRES, and any Storage Media are provided on an "as is" basis. For the avoidance of doubt, DESRES and its licensors shall have no maintenance, upgrade, availability, or support obligations with respect to the Datasets, any website made available by DESRES, or any Storage Media. DESRES, ITS AFFILIATES, ITS LICENSORS, AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT THE DATASETS, ANY WEBSITE MADE AVAILABLE BY DESRES, OR ANY STORAGE MEDIA WILL BE ACCURATE OR ERROR-FREE OR MEET LICENSEE'S PARTICULAR REQUIREMENTS. LICENSEE AGREES THAT DESRES, ITS AFFILIATES, ITS LICENSORS, AND ITS SUPPLIERS 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, USE OF THE DATASETS, RESULTS OBTAINED USING THE DATASETS, OR ANY DERIVATIVE WORK BASED ON THE DATASETS, ANY WEBSITE MADE AVAILABLE BY DESRES, OR ANY STORAGE MEDIA. 8. Ownership Rights. Licensee acknowledges that the Datasets, and any intellectual property and proprietary rights inherent therein or appurtenant thereto (including without limitation all rights to patents, copyrights, trademarks, and trade secrets), in all media now known or hereinafter developed, are the sole and exclusive property of, and are valuable, confidential, and proprietary to, DESRES and its licensors, and Licensee shall protect the foregoing using the same level of care that it uses to protect its own proprietary information, but using no less than a reasonable standard of care. Licensee is not purchasing title to the Datasets or copies thereof, but rather is being granted only a limited license to use the Datasets only in accordance with this Agreement. Except in compliance with the citation requirements of Section 4, 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. 9. Term and Termination. Licensee's license with respect to the Datasets shall commence upon the Effective Date and shall be perpetual, subject to the termination provisions of this section. 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, or upon termination of this Agreement. DESRES may terminate this Agreement and the license granted hereunder by providing written notice of termination to Licensee in its sole discretion. In the event of any termination of this Agreement for any reason, Licensee shall discontinue all use of the Datasets and shall either (a) promptly return all copies of the Datasets to DESRES, or (b) subject to DESRES's prior written consent (email sufficient), provide DESRES with a certificate of destruction of all copies of the Datasets. Notwithstanding the foregoing, only Section 1 of this Agreement shall not survive the termination of this Agreement. 10. 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 that would require application of the law of another jurisdiction. 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.