EFTA00289956.pdf

CONFIDENTIAL MEMORANDUM TO: Schrodinger, Inc. Board of Directors FROM: Yvonne Tran, Vice President and General Counsel DATE: May 15, 2014 RE: Meeting of Schrodinger, Inc. Board of Directors Monday, May 19, 2014, 2 PM EDT WebEx Meeting Center Details to be provided via email. Please follow instructions therein for audio conferencing and joining the online meeting. Agenda The agenda for the May 19 meeting of the Board of Directors of Schrodinger, Inc. ("Company") is as follows: I. Miscellaneous: Approve February 7, 2014 meeting minutes; vote on stock option grants for new employees; vote on stock options grants for current employees for merit and/or "level-setting" reasons (Attachments I and 2) 2. Vote: • Approve Amended and Restated License and Software Development Agreement with D.E. Shaw Research, LLC (Attachment 2) • Approve Yvonne Tran as Company's Corporate Secretary (Attachment 2) 3. Updates and Presentations: • Update on Company application for approximately $5.4 million grant from Bill & Melinda Gates Foundation (Cony D'Cruz; Richard Friesner) • Update on real estate needs/changes in NYC, Portland and San Diego (Yvonne Tran; Ramy Farid) • Update on Lou Salkind retirement from DESCO and departure from Board at approximately end of FY2014 (Charles Ardai) • Update on status of negotiations with John McNeil & Co., Inc. re: potential acquisition (Ramy Farid) EFTA00289956 CONFIDENTIAL • Update on Company's very preliminary discussions with Arsenal Capital Partners (private equity firm) regarding how Company and one of Arsenal's portfolio companies might work together (Ramy Farid) • Update on Q1, FY 2013 financials and financial projections (Attachments 3 and 4) (Murco Ringnalda) Attachments The following documents are attached to this Memorandum: 1. Attachment 1: Minutes of the February 7, 2014 Meeting of the Board of Directors 2. Attachment 2: Proposed Resolutions 3. Exhibit A to Attachment 2: Proposed stock option awards 4. Exhibit B to Attachment 2: Amended and Restated License and Software Development Agreement between Schrodinger, LLC and D.L. Shaw Research, LLC 5. Attachment 3: Financial Statements for Q I, FY 2013 6. Attachment 4: Financial Presentation If you have any uestions about the u comin meetin and related subject matter, please contact Yvonne Tran at or 2 EFTA00289957