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 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 X.Y, D. E. Shaw Research, New
    York, NY."

Where 'X' and 'Y' are to be replaced with the major- and 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:

    "K. J. Bowers, E. Chow, H. Xu, R. O. Dror, M. P. Eastwood, B. A. Gregersen,
    J. L. Klepeis, I. Kolossváry, M. A. Moraes, F. D. Sacerdoti, J. K. Salmon,
    Y. Shan, and D. E. Shaw.  Scalable algorithms for molecular dynamics
    simulations on commodity clusters.  Proceedings of the 2006 ACM/IEEE
    Conference on Supercomputing (SC06), Tampa, FL, 11 to 17 November 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.

The license text displayed here was taken from the Desmond License page on 10 July 2015.

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