INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Schrödinger, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”) [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
●] Shares SCHRÖDINGER, INC. COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • New York
SCHRÖDINGER, INC. Shares of Common Stock ($0.01 par value per share) AMENDED AND RESTATED SALES AGREEMENTSales Agreement • February 29th, 2024 • Schrodinger, Inc. • Pharmaceutical preparations • New York
Reference is made to that certain Sales Agreement, entered into as of May 24, 2023 (the “Original Sales Agreement”) by and between Schrödinger, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC (the “Agent”). The Company and the Agent now intend to enter into this Amended and Restated Sales Agreement (this “Agreement”) to amend and restate the terms of the Original Sales Agreement in its entirety. Therefore, the Company confirms its agreement with the Agent as follows:
Schrödinger, Inc. Employment AgreementEmployment Agreement • January 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • New York
This Employment Agreement (“Agreement”) is dated November 14, 2018 and effective as of the Employment Commencement Date set forth in Section 1 below (“Effective Date”) by and between Schrödinger, Inc., a Delaware corporation (“Company”), and Joel Lebowitz (“Employee”).
Schrödinger, Inc. RESTRICTED STOCK UNIT AGREEMENT FOR NON-U.S. PARTICIPANTS Granted under 2021 Inducement Equity Incentive PlanRestricted Stock Unit Agreement • May 4th, 2023 • Schrodinger, Inc. • Pharmaceutical preparations • Delaware
Schrödinger, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2021 Inducement Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof.
CONSULTANT AGREEMENTConsulting Agreement • August 12th, 2021 • Schrodinger, Inc. • Pharmaceutical preparations • New York
AGREEMENT made as of the 1st day of July, 1999 between SCHRÖDINGER, INC., having its place of business at 1500 SW First Avenue, Suite 1180, Portland, Oregon 97201-5881 (“Company”) and RICHARD A. FRIESNER, residing at [**] (“Consultant”).
AGREEMENT OF LEASE between SLG TOWER 45 LLC Landlord and SCHRODINGER, INC. Tenant Dated as of July 8, 2009 Entire rentable portion of seventeenth (17th) floor 120 West 45th Street New York, New YorkAgreement • January 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations
LEASE (this “Lease”) made as of the 8th day of July 2009 between SLG TOWER 45 LLC having an office c/o SL Green Realty Corp., at 420 Lexington Avenue, New York, New York, 10170, hereinafter referred to as “Landlord”, and SCHRODINGER, INC., a Delaware corporation having an office at 120 West 45th Street, 29th floor, New York, New York 10036, hereinafter referred to as “Tenant”.
CONSULTANT AGREEMENTConsulting Agreement • August 2nd, 2023 • Schrodinger, Inc. • Pharmaceutical preparations
AGREEMENT made as of the 1st day of July, 1999 between SCHRÖDINGER, INC., having its place of business at 1500 SW First Avenue, Suite 1180, Portland, Oregon 97201-5881 (“Company”) and RICHARD A. FRIESNER, residing at [**] (“Consultant”).
SCHRÖDINGER, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTVoting Agreement • January 27th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 9th day of November, 2018, by and among Schrödinger, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes party to this Agreement in accordance with Section 6.9 hereof.
LEASE ONE MAIN PLACE PORTLAND—OREGON, INC., A MARYLAND CORPORATION Landlord, and SCHRÖDINGER, INC., A DELAWARE CORPORATION TenantOffice Lease • January 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • Oregon
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. AGREEMENTAgreement • October 30th, 2019 • Schrodinger, Inc. • Pharmaceutical preparations • New York
AGREEMENT, dated as of July 15, 1998, between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York Corporation (“Columbia”), and SCHRÖDINGER, INC. (“Schrödinger”), a California corporation.
Schrödinger, Inc. RESTRICTED STOCK UNIT AGREEMENT Granted under 2021 Inducement Equity Incentive PlanRestricted Stock Unit Agreement • May 4th, 2023 • Schrodinger, Inc. • Pharmaceutical preparations
Schrödinger, Inc. (the “Company”) hereby grants the following restricted stock units pursuant to its 2021 Inducement Equity Incentive Plan. The terms and conditions attached hereto are also a part hereof.
Schrödinger, Inc. NONSTATUTORY STOCK OPTION AGREEMENT Granted under 2021 Inducement Equity Incentive PlanNonstatutory Stock Option Agreement • March 4th, 2021 • Schrodinger, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
OFFICE LEASE by and between SPUSV5 1540 BROADWAY, LLC, a Delaware limited liability company, as Landlord and Schrödinger, Inc., a Delaware corporation, as Tenant, Premises: Suites 2100, 2200, 2300 and 2400 New York, NY 10036Office Lease • April 8th, 2021 • Schrodinger, Inc. • Pharmaceutical preparations • New York
This Lease is dated effective and for identification purposes as of April 5, 2021 (the “Effective Date”), and is made by the parties hereinafter identified as Landlord and Tenant and upon the following terms and conditions:
TRANSITION, SEPARATION AND RELEASE OF CLAIMS AGREEMENTTransition, Separation and Release of Claims Agreement • March 2nd, 2022 • Schrodinger, Inc. • Pharmaceutical preparations • New York
This Transition, Separation and Release of Claims Agreement (the “Agreement”) is entered into by and between Schrödinger, Inc. (the “Company”) and Joel Lebowitz (“Executive”) (together, the “Parties”).
CONSULTANT AGREEMENTConsulting Agreement • January 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • New York
AGREEMENT made as of the 1st day of July, 1999 between SCHRÖDINGER, INC., having its place of business at 1500 SW First Avenue, Suite 1180, Portland, Oregon 97201-5881 (“Company”) and RICHARD A. FRIESNER, residing at [**] (“Consultant”).
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. AGREEMENTAgreement • October 30th, 2019 • Schrodinger, Inc. • Pharmaceutical preparations • New York
AGREEMENT, dated as of June 19, 2003 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK (“Columbia”), a New York corporation, and SCHRÖDINGER, L.L.C. (“Schrödinger”), a Delaware limited liability company.
SCHRÖDINGER, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTVoting Agreement • February 28th, 2024 • Schrodinger, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 9th day of November, 2018, by and among Schrödinger, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes party to this Agreement in accordance with Section 6.9 hereof.
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...License and Software Development Agreement • October 30th, 2019 • Schrodinger, Inc. • Pharmaceutical preparations • New York
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”).
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 27th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Share Exchange Agreement (this “Agreement”) by and between Schrödinger, Inc., a Delaware corporation (the “Company”), and the Bill & Melinda Gates Foundation Trust (the “Trust”) is dated as of the 24th day of January, 2020 and shall be effective as of the Charter Amendment Filing Date (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2024 • Schrodinger, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of July 27, 2023 by and between Schrödinger, Inc. (the “Company,” and, together with its subsidiaries and Affiliates (as hereinafter defined), the “Schrödinger Companies”) and Margaret Dugan (the “Executive”) (together, the “Parties”).
Schrödinger, Inc. STOCK OPTION AGREEMENTStock Option Agreement • January 27th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 4th, 2021 • Schrodinger, Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “Agreement”) is made and entered into as of November 22, 2020 (the “Effective Date”) by and between Schrödinger, Inc., a corporation organized under the laws of the State of Delaware, having its principal place of business at 120 West 45th Street, 17th Floor, New York, New York, 10036 (“Schrödinger”), and Bristol-Myers Squibb Company, a Delaware corporation headquartered at 430 East 29th Street, 14th Floor, New York, New York, USA 10016 (“BMS”). Schrödinger and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
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. AMENDED AND RESTATED LICENSE...License and Software Development Agreement • January 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License and Software Development Agreement (this “Agreement”) is entered into as of the 20th day of May 2014 (the “Current Date”), by and between D. E. Shaw Research, LLC, a Delaware limited liability company with offices at 120 West 45th Street, 33rd 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”).
Double asterisks denote omissions. AMENDMENT #1 TO THE INDEPENDENT CONTRACTOR AGREEMENTThe Independent Contractor Agreement • November 1st, 2023 • Schrodinger, Inc. • Pharmaceutical preparations
This Amendment (“Amendment 1”) is effective as of August 14, 2023 (“Amendment 1 Effective Date”) and modifies the Independent Contractor Agreement by and between Gates Ventures, LLC (“Company”) and Schrödinger, Inc. (“Contractor” or “Schrödinger”) dated June 16, 2020 (the “Agreement”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. FIRST AMENDMENT TO...First Amendment • February 28th, 2023 • Schrodinger, Inc. • Pharmaceutical preparations • New York
This First Amendment (this “First Amendment”) effective as of December 21, 2022 (the “First Amendment Effective Date”), is entered into between SCHRÖDINGER, INC., a company incorporated under the laws of Delaware having its principal place of business at 120 West 45th Street, 17th Floor, New York, New York, 10036 (“Schrödinger”) and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation headquartered at 430 East 29th Street, 14th Floor, New York, New York, USA 10016 (“BMS”). Schrödinger and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Schrödinger, Inc. STOCK OPTION AGREEMENT FOR NON-U.S. PARTICIPANTSStock Option Agreement • November 12th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • Delaware
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
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. SERVICES ROYALTY AMENDMENTSchrodinger, Inc. • October 30th, 2019 • Pharmaceutical preparations • New York
This SERVICES ROYALTY AMENDMENT (“Amendment”), effective as of November 1, 2008 (the “Effective Date”), is made by and between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and SCHRÖDINGER, LLC (“Schrödinger”), a Delaware limited liability company.
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. AGREEMENTAgreement • October 30th, 2019 • Schrodinger, Inc. • Pharmaceutical preparations • New York
AGREEMENT, dated as of May 5, 1994 between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York Corporation (“Columbia”), and SCHRÖDINGER, INC. (“Schrödinger”), a California corporation.
Schrödinger, Inc. RESTRICTED STOCK UNIT AGREEMENT Granted under 2021 Inducement Equity Incentive PlanRestricted Stock Unit Agreement • March 4th, 2021 • Schrodinger, Inc. • Pharmaceutical preparations
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
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. SOFTWARE AND PATENT LICENSE...Software and Patent License Agreement • January 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • New York
This SOFTWARE AND PATENT LICENSE AGREEMENT, dated May 27, 2008 (the “Effective Date”), is made by and between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and SCHRÖDINGER, LLC (“Schrödinger”), a Delaware limited liability company.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • August 12th, 2021 • Schrodinger, Inc. • Pharmaceutical preparations • Oregon
This Third Amendment to Office Lease (this "Third Amendment") is made and entered into by and between MADISON-OFC ONE MAIN PLACE OR LLC, a Delaware limited liability company ("Landlord"), and SCHRODINGER, INC., a Delaware corporation ("Tenant"), and will be effective as of the date that Landlord executes this Third Amendment as set forth on the signature page below.
MANAGING DIRECTOR AGREEMENT (“Geschäftsführer-Anstellungsvertrag”) between Schrödinger GmbH - hereafter the “Company” - and Dr. Jörg Weiser - hereafter the “Managing Director” - Duties and AuthorityManaging Director Agreement • December 13th, 2019 • Schrodinger, Inc. • Pharmaceutical preparations
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. AGREEMENTAgreement • January 10th, 2020 • Schrodinger, Inc. • Pharmaceutical preparations • New York
AGREEMENT, dated as of September 2001 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and SCHRÖDINGER, INC. (“Schrödinger”), a Delaware corporation.
CONSULTING AGREEMENTConsulting Agreement • March 2nd, 2022 • Schrodinger, Inc. • Pharmaceutical preparations • New York
This Consulting Agreement (this “Agreement”) is entered into as of the Separation Date by and between Schrödinger, Inc. (the “Company”), and Joel Lebowitz (the “Consultant”), and will be effective as of the day immediately following the Separation Date (hereinafter, the “Consulting Effective Date”). Capitalized terms used but not defined herein have the meanings set forth in the Transition, Separation, and Release of Claims Agreement entered into by the Company and the Consultant (the “Separation Agreement”) to which this Agreement is attached as Attachment A.
