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|EXECUTIVE VERSION || ||CONFIDENTIAL|
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.
LICENSE AND SOFTWARE DEVELOPMENT AGREEMENT
This License and Software Development Agreement (this Agreement) is entered into as of the 14th day of March 2013 (the Effective Date) by and between D. E. Shaw Research, LLC, a Delaware limited liability company with offices at 120 West 45th Street, 39th Floor, New York, New York 10036 (DESRES) and Schrödinger, LLC, a Delaware limited liability company with offices at 120 West 45th Street, 17th Floor, New York, New York 10036 (Schrödinger) (each, a Party and collectively, the Parties).
WHEREAS, DESRES has developed a software program for molecular simulation in connection with NVIDIA graphic processing units (GPUs) and may develop and choose (but is not obligated) to provide additional software programs for molecular simulation in connection with other categories of GPUs (all of the foregoing, referred to herein as the DESRES Software; provided, however, only those additional software programs for molecular simulation in connection with other categories of GPUs that are actually provided to Schrödinger by DESRES shall be included for purposes of this Agreement), which shall include (a) a software program developed by DESRES (currently known as viparr) that is designated to assign force field parameters to molecular systems suitable for use with the Desmond/GPU Software Product (defined in Section 1.2) and which may be used with Other Schrödinger Products (defined in Section 1.6) to the extent suitable for such use and as permitted herein, and (b) a software plug-in developed by DESRES (the VMD Plug-in) that is designed to allow certain DESRES Software to interoperate with VMD, a third-party molecular visualization software program developed at the University of Illinois. Notwithstanding anything to the contrary in this Agreement, no royalty shall be due to DESRES in connection with its license to Schrödinger of the VMD Plug-in, and the VMD Plug-in shall be licensed to Schrödingers end-users without charge. For the avoidance of doubt, (i) the preceding sentence shall not limit Schrödingers obligations with respect to any portions of the DESRES Software other than the VMD Plug-in, and (ii) this Agreement shall not govern with respect to the software, license, maintenance and development of the DESRES software program for molecular simulation for central processing units, which is governed by the License and Software Development Agreement dated as of March 28, 2006 and entered into between the Parties (the CPU Agreement);
WHEREAS, Schrödinger has developed and/or licensed from third parties (i) a graphical user-interface software program for molecular modeling purposes (but excluding Schrödingers FEP software for purposes of the license granted to DESRES under Section 3 herein) currently known as Maestro (Maestro), (ii) shared components including but not limited to libraries, scripts, executables, and data files currently known as mmshare; provided, however, only those portions of mmshare that are necessary for the use of Maestro shall be included for purposes of this Agreement, and (iii) other related components which together allow for chemical simulations to be performed with DESRES Software via Schrödingers software suite, and, in each case, that are designed to run on computer operating systems including but not limited to LINUX, IRIX, and Mac OSX (all of the foregoing, collectively referred to herein as the Schrödinger Software); and