UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 10-K
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(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM TO
Commission File Number: 001-39206
_______________________________________
Schrodinger, Inc.
(Exact name of Registrant as specified in its Charter)
_______________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
1540 Broadway, 24 Floor
New York, NY
(Address of principal executive offices)
th
95-4284541
(I.R.S. Employer
Identification No.)
10036
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Common stock, par value $0.01 per share
Title of each class
Securities registered pursuant to Section 12(g) of the Act: None
Registrant’s telephone number, including area code: (212) 295-5800
_______________________________________
Trading Symbol(s)
SDGR
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting company
x
☐
o
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-
Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued
financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant
recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of June 30, 2022 the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant
was $1,287,853,411 based upon the closing sale price of the registrant’s common stock on that date.
As of February 21, 2023, the registrant had 62,321,454 shares of common stock and 9,164,193 shares of limited common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2023 Annual Meeting of Stockholders within 120 days of the end of the registrant’s fiscal year ended December 31,
2022. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.
Auditor Firm Id:
185
Auditor Name:
KPMG LLP
Auditor Location:
Portland, OR
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Annual Report on Form 10-K, or this Annual Report, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform
Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements, other than statements of historical
fact, contained in this Annual Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans
and objectives of management, are forward-looking statements. The words "aim," “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” "goal,"
“intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these words or other similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
The forward-looking statements in this Annual Report include, among other things, statements about:
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the potential advantages of our physics-based computational platform;
our strategic plans to accelerate the growth of our software business;
our research and development efforts for our proprietary drug discovery programs and our computational platform;
the initiation, timing, progress, and results of drug discovery programs, preclinical studies and clinical trials of ours and those of our collaborators;
our plans to submit investigational new drug applications to the U.S. Food and Drug Administration for
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our proprietary drug discovery programs;
• our plans to discover and develop product candidates and to maximize their commercial potential by
advancing such product candidates ourselves or in collaboration with others;
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our plans to leverage the synergies between our businesses;
the timing of, the ability to submit applications for and the ability to obtain and maintain regulatory approvals for any product candidates we or one of our
collaborators may develop;
our drug discovery collaborations and our estimates or expectations regarding any milestone or other payments we may receive from such collaborations,
including pursuant to our collaboration with Bristol-Myers Squibb Company;
our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our cash, cash equivalents, and marketable
securities;
the potential advantages of our drug discovery programs;
the rate and degree of market acceptance of our software solutions;
the potential impact of the COVID-19 pandemic and of economic developments, including rising inflation and interest rates, on our business, operations,
liquidity and prospects;
the rate and degree of market acceptance and clinical utility of our products;
our estimates regarding the potential market opportunity for our software solutions and any product candidate we or any of our collaborators may develop;
our marketing capabilities and strategy;
our intellectual property position;
our ability to identify technologies with significant commercial potential that are consistent with our commercial objectives;
our expectations related to the use of our cash, cash equivalents, and marketable securities;
our expectations related to the key drivers of our performance;
the impact of government laws and regulations;
our competitive position and expectations regarding developments and projections relating to our competitors and any competing products, technologies, or
therapies that are or become available;
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our ability to maintain and establish collaborations or obtain additional funding; and
our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel.
We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make.
We have included important factors in the cautionary statements included in this Annual Report, particularly in “Risk Factor Summary” and “Risk Factors” below, that we
believe could cause actual results or events to differ materially from the forward-looking statements that we make. Moreover, we operate in a competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-
looking statements contained in this Annual Report. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions,
collaborations, joint ventures, or investments we may make or enter into.
You should read this Annual Report and the documents that we file with the Securities and Exchange Commission, or the SEC, with the understanding that our actual
future results may be materially different from what we expect. The forward-looking statements contained in this Annual Report are made as of the date of this Annual Report,
and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by
applicable law.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information
available to us as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or
incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These
statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
This Annual Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted
by third parties as well as our own estimates of potential market opportunities. All of the market data used in this Annual Report involves a number of assumptions and
limitations, and you are cautioned not to give undue weight to such data. Industry publications and third-party research, surveys, and studies generally indicate that their
information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our estimates of the
potential market opportunities for our product candidates include several key assumptions based on our industry knowledge, industry publications, third-party research,
surveys and studies, which may be based on a small sample size and may fail to accurately reflect market opportunities. While we believe that our internal assumptions are
reasonable, no independent source has verified such assumptions.
Unless the context otherwise requires, we use the terms “company,” “we,” “us,” and “our” in this Annual Report to refer to Schrödinger, Inc. and its consolidated
subsidiaries.
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Our business is subject to a number of risks of which you should be aware before making an investment decision. Below we summarize what we believe are the
principal risk factors but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk
Factors”, together with the other information in this Annual Report.
RISK FACTOR SUMMARY
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We have a history of significant operating losses, and we expect to incur losses over the next several years.
If we are unable to increase sales of our software, increase revenue from our drug discovery collaborations, or if we and our current and future collaborators are
unable to successfully develop and commercialize drug products, our revenues may be insufficient for us to achieve or maintain profitability.
Our quarterly and annual results may fluctuate significantly, which could adversely impact the value of our common stock.
If our existing customers do not renew their licenses, do not buy additional solutions from us, or renew at lower prices, our business and operating results will
suffer.
A significant portion of our revenues are generated by sales to life sciences industry customers, and factors that adversely affect this industry could adversely
affect our software sales.
The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be adversely
affected.
We may never realize a return on our investment of resources and cash in our drug discovery collaborations.
Although we believe that our computational platform has the potential to identify more promising molecules than traditional methods and to accelerate drug
discovery, our focus on using our platform technology to discover and design molecules with therapeutic potential may not result in the discovery and
development of commercially viable products for us or our collaborators.
We may not be successful in our efforts to identify, discover or develop product candidates and may fail to capitalize on programs, collaborations, or product
candidates that may present a greater commercial opportunity or for which there is a greater likelihood of success.
As a company, we have very limited experience in clinical development and have not yet demonstrated our ability to complete any clinical trials.
Conducting successful clinical trials requires the enrollment of a sufficient number of patients, and suitable patients may be difficult to identify and recruit.
We rely on, and plan to continue to rely on, third parties to conduct our clinical trials, and those third parties may not perform satisfactorily, including failing to
meet deadlines for the completion of such trials, which may prevent or delay our ability to seek or obtain marketing approval for or commercialize our product
candidates or otherwise harm our business.
The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and the results of our clinical trials may
not satisfy the requirements of the FDA or other comparable foreign regulatory authorities.
A widespread outbreak of an illness or other health issue, such as the COVID-19 pandemic, could negatively affect various aspects of our business and make it
more difficult to meet our obligations to our customers, and could result in reduced demand from our customers as well as delays in our drug discovery and
development programs.
If we fail to comply with our obligations under our existing license agreements with Columbia University, under any of our other intellectual property licenses,
or under any future intellectual property licenses, or otherwise experience disruptions to our business relationships with our current or any future licensors, we
could lose intellectual property rights that are important to our business.
If we are unable to obtain, maintain, enforce, and protect patent protection for our technology and product candidates or if the scope of the patent protection
obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to
successfully develop and commercialize our technology and product candidates may be adversely affected.
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Our internal information technology systems, or those of our third-party vendors, contractors, or consultants, may fail or suffer security breaches, loss or
leakage of data, and other disruptions, which could result in a material disruption of our services, compromise sensitive information related to our business, or
prevent us from accessing critical information, potentially exposing us to liability or otherwise adversely affecting our business.
Our future success depends on our ability to retain key executives and to attract, retain, and motivate qualified personnel.
We are pursuing multiple business strategies and expect to expand our development and regulatory capabilities, and as a result, we may encounter difficulties in
managing our multiple business units and our growth, which could disrupt our operations.
Our executive officers, directors, and principal stockholders, if they choose to act together, have the ability to influence all matters submitted to stockholders
for approval.
Our actual operating results may differ significantly from our guidance.
We identified a material weakness in our internal control over our financial reporting. If we are unable to remediate this material weakness, we may not be able
to accurately or timely report our financial condition or results of operations, and we may conclude that our internal control over financial reporting is not
effective, which could adversely impact our investors' confidence and our stock price.
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Item 1. Business.
Overview
PART I
We are transforming the way therapeutics and materials are discovered.
Our differentiated, physics-based computational platform enables discovery of high-quality, novel molecules for drug development and materials applications more
rapidly and at a lower cost, compared to traditional methods. Our software platform is licensed by biopharmaceutical and industrial companies, academic institutions, and
government laboratories around the world. We are applying our computational platform to discover and advance a broad pipeline of development programs in collaboration
with leading biopharmaceutical companies. In addition, we use our platform to advance a pipeline of partnered and wholly-owned drug discovery programs, which we refer to
collectively as our proprietary drug discovery programs.
Traditional drug discovery and development efforts have become increasingly complex, lengthy and capital-intensive, and are prone to high failure rates. Traditional
drug discovery relies upon many iterations of costly and time-consuming manual molecule design, chemical synthesis, and experimental testing. One of the primary reasons
for long timelines, high costs, and high failure rates in drug discovery is that predicting properties of molecules in advance of chemical synthesis is extremely complex and not
amenable to traditional approaches.
Over the past several decades and with the concerted efforts of our scientists and software engineers, we have developed a physics-based computational platform that
is capable of predicting critical properties of molecules with a high degree of accuracy. This key capability enables drug discovery teams to design and selectively synthesize
molecules with more optimal properties, reducing the average time and costs required to identify a development candidate and increasing the probability that a drug discovery
program will enter clinical development. Furthermore, we believe that development candidates with more optimized property profiles will have a higher probability of success
in clinical development. Additionally, since the physics underlying the properties of drug molecules and materials is the same, we have been able to extend our computational
platform to materials science applications in fields such as aerospace, energy, semiconductors, and electronic displays.
We offer our customers a variety of software solutions that accelerate all stages of molecule discovery, design, and optimization. In 2022, all of the top 20
pharmaceutical companies, measured by 2021 revenue, licensed our solutions, accounting for $43.2 million, or 32%, of our software revenue in 2022. The widespread
adoption of our software, supported by our global team of sales, technical, and scientific personnel, has driven steady growth in our software revenue. Biopharmaceutical
companies are increasingly adopting our software at a larger scale, and we anticipate this scaling-up will drive future revenue growth. Our ability to expand within our
customer base is demonstrated by the increasing number of our customers with an annual contract value, or ACV, in excess of $100,000. We had 227, 190, and 153 such
customers, which represented 82%, 80%, and 79% of our total ACV, for the years ended December 31, 2022, 2021, and 2020, respectively. Furthermore, the number of
customers with an ACV in excess of $1.0 million increased to 18 for the year ended December 31, 2022 compared to 15 and 16 for the years ended December 31, 2021 and
2020, respectively. We also had four customers with an ACV in excess of $5.0 million for the year ended December 31, 2022, compared to two such customers for the year
ended December 31, 2021. In addition, our customer retention rate for our customers with an ACV over $100,000 for the year ended December 31, 2022 was 96% and was
96% or higher for each of the previous nine fiscal years. We believe the growth in the number of our customers demonstrates that companies are increasingly recognizing the
power and appreciating the scientific and financial benefits of using our platform at scale while the retention in this group is indicative of the continued value of our platform.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance” for additional information regarding
ACV and customer retention rate.
We also leverage our platform and capabilities across a portfolio of collaborative and proprietary drug discovery programs spanning a wide range of disease targets
and indications. Our drug discovery group, which we refer to as the Schrödinger Therapeutics Group, is comprised of a multidisciplinary team of approximately 150 experts in
protein science, biochemistry, biophysics, medicinal and computational chemistry, and discovery scientists with expertise in preclinical and early clinical development. Our
collaborative and partnered programs generate drug discovery revenue, including upfront payments, research funding payments, and discovery and development milestones,
and have the potential to produce additional milestone payments, option fees, and future royalties.
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In 2018, we began to develop a pipeline of wholly-owned drug discovery programs with the goal of using our platform to produce a portfolio of novel, high value
therapeutics. Our initial programs were focused on discovering and developing inhibitors for targets in DNA damage response pathways and genetically defined cancers. Since
then, we have expanded into other therapeutic areas, including in the areas of immunology and neurology. We submitted an investigational new drug application, or IND, for
our MALT1 inhibitor, which we refer to as SGR-1505, and the U.S. Food and Drug Administration, or FDA, cleared the IND in June 2022. We recently initiated a Phase 1
clinical trial of SGR-1505 in patients with relapsed or refractory B-cell lymphomas and currently have clinical trial sites open for screening and enrollment, but we have not
yet dosed any patients with SGR-1505. In addition, we continue to advance other wholly-owned programs through IND-enabling studies. We expect to submit an IND
application to the FDA for our CDC7 inhibitor, which we refer to as SGR-2921, in the first half of 2023 and for our WEE1 inhibitor, which we refer to as SGR-3515, in 2024,
subject to favorable data from IND-enabling studies. In addition, we plan to initiate a Phase 1 clinical trial of SGR-2921 in the second half of 2023, subject to receipt of
regulatory clearance.
In November 2020, we entered into an exclusive, worldwide collaboration and license agreement with Bristol-Myers Squibb Company, or BMS, pursuant to which we
and BMS agreed to collaborate in the discovery, research and development of small molecule compounds for biological targets in the oncology, neurology and immunology
therapeutic areas. The initial collaboration targets included HIF-2 alpha and SOS1/KRAS, which were two of our wholly-owned pipeline programs. In November 2021, we
and BMS mutually agreed to replace the HIF-2 alpha target with another precision oncology target. Following the replacement election, all rights to the HIF-2 alpha target
program reverted to us. In September 2022, BMS elected not to proceed with further development of another target and all rights to this program reverted to us. In December
2022, we and BMS entered into an amendment to our collaboration and license agreement to include an additional target in neurology on terms similar to the original
agreement. Under the terms of the agreement, as amended, we received a $55.0 million upfront payment from BMS in November 2020 and an additional upfront payment in
December 2022 related to the additional target, and we are eligible to receive up to $2.7 billion in total milestones from BMS across all potential targets, as well as a tiered
percentage royalty on net sales of each product commercialized by BMS ranging from mid-single digits to low-double digits, subject to certain specified reductions. See “—
Collaboration Agreement with Bristol-Myers Squibb Company” for additional information relating to this agreement.
We generated revenue of $181.0 million, $137.9 million, and $108.1 million in 2022, 2021, and 2020, respectively, representing year-over-year growth of 31% and
28%, respectively. Our net loss was $149.2 million, $101.2 million, and $26.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Strategy
Our mission is to improve human health and quality of life by transforming the way therapeutics and materials are discovered. We aim to do this by:
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Advancing the science that underlies our computational platform: We are the leader in the field of physics-based computational drug discovery, and we
believe our computational platform is far ahead of that of our nearest competitors. We intend to maintain our industry-leading position by introducing new
capabilities and refining our software to further strengthen our technology and advance the science underlying our platform.
Growing and expanding our software business: We have experienced steady growth in our software revenues, achieving $135.6 million in revenue in 2022, an
increase of 20% compared to 2021, primarily driven by broad adoption of our software solutions by the biopharmaceutical industry and the expansion of our
materials science business. We aim to continue to grow our software sales by increasing the adoption of our software by our existing customers and identifying
and adding new customers. Further, we believe there remains a large opportunity for growth as there are thousands of biopharmaceutical companies that could
benefit from our software solutions.
Progressing our wholly-owned and partnered drug discovery programs: We plan to progress our wholly-owned drug discovery programs, including SGR-
1505, SGR-2921 and SGR-3515, and continue to add new programs that leverage our computational platform. As we progress these programs, we will
strategically evaluate on a program-by-program basis advancing them into preclinical and clinical development ourselves, entering into collaborations to co-
develop them with leading industry partners, or out-licensing them to maximize clinical and commercial opportunity. As part of this strategy, we entered into
an exclusive, worldwide collaboration and license agreement with BMS in November 2020, as well as collaboration agreements with Zai Lab Limited, or Zai
Lab, in August 2021, with Eli Lilly and Company, or Lilly, in September 2022, and with Otsuka Pharmaceutical Co. Ltd., or Otsuka, in December 2022.
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Advancing our collaborative programs: We intend to continue to work with our collaborators on advancing our collaborative programs, which generate
revenues through upfront payments, research funding, preclinical and clinical milestones as well as potentially through option fees, commercial milestones, and
future royalties. We achieved drug discovery revenue of $45.4 million in 2022, an increase of 84% compared to 2021, largely driven by the achievement of
milestones from our collaborative and partnered programs. We also benefit from equity positions in certain of our collaborators.
Leveraging the synergies between our businesses: We believe that there are significant synergies within our business. We leverage the feedback that we
receive from our software customers, collaborators, and internal drug discovery experts to improve the functionality of our platform, which we believe supports
increased customer adoption of our solutions and more rapid advancement of our collaborative and proprietary drug discovery programs. In addition, the
success of our collaborators in advancing drug discovery programs provides significant validation of our platform and approach, which we believe increases
the attractiveness of our platform to customers, helps us establish new collaborations, and validates the potential of our own proprietary drug discovery
programs. Central to our ability to pursue these distinct lines of business is a firewall policy consisting of a set of well-established protocols and technology
measures designed to ensure that the intellectual property of our software customers and drug discovery collaborators remains confidential and segregated.
Industry Overview
Traditional drug discovery and development efforts have become increasingly complex, lengthy and capital-intensive, and are prone to high failure rates. Traditional
drug discovery involves experimental screening of existing libraries of molecules to find molecules with detectable activity, or “hit molecules,” followed by many iterations of
chemical synthesis to attempt to optimize those hit molecules to a development candidate that can be advanced into human clinical trials. Efforts to optimize initial hit
molecules for a drug discovery project involve costly and iterative synthesis and testing of molecules seeking to identify a molecule with the required property profile. The
optimal profile has the acceptable balance of properties such as potency, selectivity, solubility, bioavailability, half-life, permeability, drug-drug interaction profile,
synthesizability, and toxicity. These properties are often inversely correlated, meaning that optimizing one property often de-optimizes others. The challenge of optimizing hit
molecules is amplified by the limited number of molecules that can be feasibly tested across these properties with traditional methods. As a result, this optimization process
often fails to yield a molecule with a satisfactory property profile to be a development candidate, which is why many drug discovery programs fail to advance into clinical
development.
Being able to predict molecular properties before initiating costly and time-consuming experimental synthesis would accelerate drug discovery, reduce costs, and
increase the probability of success. If it were possible to accurately predict critical properties of molecules, fewer molecules would have to be experimentally synthesized and
tested. As a result, larger pools of molecules could be analyzed allowing for more selective synthesis of molecules, leading to higher-quality molecules. In addition, with
predictive computational methods, better selections of molecules would be synthesized through exploration of larger portions of chemical space, leading to higher-quality
molecules that would in turn have a higher probability of progressing through clinical development and obtaining regulatory approval for commercial sale.
There have been many attempts to improve the efficiency of the drug discovery process by using computational methods to predict properties of molecules. One of
the primary computational methods that many companies have attempted to deploy is machine learning, often referred to as artificial intelligence, or AI. One of the main
benefits of machine learning is its ability to rapidly process data at scale. However, machine learning on its own has significant limitations and has therefore had a limited
impact on improving the efficiency of the drug discovery process. Machine learning requires input data, referred to as a training set, to build a predictive model. This model is
expected to accurately predict properties of molecules similar to the training set, but cannot extrapolate to molecules that are not similar to the training set. Accordingly, since
the number of possible molecules that could be synthesized is effectively infinite, machine learning can only cover a minuscule fraction of the total number of molecules that
could potentially be synthesized.
The other primary computational method that has been explored to improve drug discovery involves using fundamental, “first-principles” physics-based methods,
which require a deep and thorough understanding of the specific property to be computed. However, physics-based methods are difficult to develop and can be slow compared
to machine learning. Further, to apply such methods to design molecules that will bind with high affinity to a particular protein target, the three-dimensional structure of that
protein must be generated with sufficient atomic detail to enable application of these physics-based approaches, which is referred to as being “structurally enabled,” and such
structures have been historically difficult to obtain and are only available today for a relatively small subset of the universe of human proteins. Another
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factor preventing computational chemistry from realizing its promise has been limited compute speed. However, despite all of these challenges, physics-based methods have a
significant advantage over machine learning in that they do not require a training set and can, in principle, compute properties of molecules that are well beyond existing
industry experience and data.
Our Platform
Over the past several decades and with the concerted effort of hundreds of our scientists and software engineers, we have developed a computational platform that is
capable of predicting critical properties of molecules with a high degree of accuracy. We have built our platform on a foundation of rigorous, physics-based methods, combined
with the rapid data processing and scaling advantages of machine learning, that together provide a significant advantage over traditional methods. We believe that physics-
based simulation is at an inflection point as a result of the increased availability of massive computing power, combined with a more sophisticated understanding of models
and algorithms and the growing availability of high-resolution protein structures.
We have demonstrated that our software platform can have a transformative impact on the drug discovery process by:
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increasing the probability of drug discovery programs entering clinical development.
Based on our drug discovery efforts to date, including in our collaborative programs, we believe that the development candidates discovered using our platform have a
higher probability of successfully progressing through clinical development than the industry average.
As shown below, we achieve these outcomes by tightly integrating our predictive physics-based methods, which have a high degree of accuracy, with machine
learning, which is highly scalable. In addition, our platform enables real-time collaboration on drug discovery projects to inform decision-making and maximize the impact of
the predictive capabilities of our computational platform.
Our computational platform provides the following significant technological advantages over traditional approaches to drug discovery, all of which enable shortening
timelines, decreasing costs, and increasing the probability of success of drug discovery efforts:
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Speed. Our platform is able to evaluate molecules in hours rather than the weeks that it typically takes to synthesize and assay molecules in the laboratory.
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•
•
Scale. Our platform can explicitly evaluate billions of molecules per day, whereas traditionally operated discovery projects only synthesize approximately one
thousand molecules per year, thereby increasing the probability that we find a novel molecule with the desired property profile.
Quality. In a peer-reviewed study, our platform was tested against traditional methods for selecting tight-binding molecules and resulted in an eight-fold
increase in the number of molecules with the desired affinity.
The figure below compares the optimization process of drug discovery using traditional methods and our approach.
Our computational platform includes a broad array of proprietary capabilities:
•
•
•
Faster Lead Discovery: the ability to rapidly identify potent molecules suitable to initiate hit-to-lead and lead optimization efforts via solutions for virtual
screening of extremely large libraries of molecules, as well as physics-based replacement of the central core of a molecule, known as scaffold hopping, to
identify novel, highly potent molecules unavailable in library collections;
Accurate Property Prediction: the ability to assess key properties of drug-like molecules using physics-based calculations with accuracy comparable to that
of experimental laboratory assays, to facilitate optimization of drug properties, including drug potency, selectivity, and bioavailability;
Large-Scale Molecule Exploration: the ability to computationally ideate and explore novel, high-quality drug-like molecules for consideration by discovery
project teams utilizing computational enumeration and generative machine learning techniques that are trained and constructed to yield molecules that are
synthetically feasible;
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•
•
Large-Scale Molecule Evaluation: the ability to scale our calculations of key drug properties to ultra-large idea sets of billions of molecules to enable more
rapid and successful identification of high-quality drug candidate molecules; and
Integrated Data Management and Visualization: the ability to generate, access, and analyze the data derived from complex calculations integrated with
assay data through a powerful and user-friendly graphical interface.
Recognition of our scientific advances has come through customer adoption, in citations of publications in peer reviewed journals and in the progress of our
collaborative and proprietary drug discovery programs. For example, the initial paper describing our ligand-protein docking program, Glide, published in 2004 is one of the
most cited papers in the history of the Journal of Medicinal Chemistry, a premier journal in its field. Glide continues to be broadly used as a hit-finding technology throughout
the biopharmaceutical industry by our customers. We have made many similar scientific advances in fields including druggability assessment, affinity calculation, protein
structure refinement, and molecule ideation and design. These advances were achieved by our team of hundreds of Ph.D.-level scientists and software engineers with extensive
input from our Scientific Advisory Board, which includes thought leaders in computational chemistry, physics-based simulations, statistical mechanics, and machine learning.
Our computational platform is also applicable to new problems of interest and new fields of study. Since the underlying physics that drives a biologic to bind to its
target is no different than the physics that drives a small drug molecule to bind to a protein, we have been able to successfully apply these technologies to the discovery of
biologics. Similarly, the physics underlying the properties of materials is no different than the physics underlying the properties of drug molecules. Therefore, we have
successfully applied our computational platform to materials science applications, including in the fields of aerospace, energy, semiconductors, and electronic displays.
Software Business
Overview
We are the leading provider of computational software solutions for drug discovery to the biopharmaceutical industry. In 2022, all of the top 20 pharmaceutical
companies, measured by 2021 revenue, licensed our solutions, accounting for $43.2 million, or 32%, of our software revenue in 2022. Additionally, in 2022, our software was
used by researchers around the world at more than 1,720 academic institutions. The widespread adoption of our software is supported by an approximately 230-person global
team of sales, technical, and scientific personnel. Our direct sales operations span across the United States, Europe, Japan, India, and South Korea, and we have sales
distributors in other important markets, including China.
We have a diverse and large existing customer base, ranging from startup biotechnology companies to the largest global pharmaceutical companies as well as an
increasing number of materials science customers. Our ten largest software customers represented approximately 32% of our software revenue in 2022, including one customer
that makes up 16% of total revenue. We continue to expand our customer base as we provide education and information to increase the awareness of the potential of our
computational platform across different industries. As of December 31, 2022, we had 1,748 active customers, which we define as the number of customers who had an ACV of
at least $1,000 in a given fiscal year.
We believe there is a significant opportunity to expand the adoption of our platform within our growing customer base. Biopharmaceutical companies are increasingly
adopting our software at a larger scale, and we anticipate that this scaling-up will drive future revenue growth. Our ability to expand within our customer base is demonstrated
by the increasing number of our customers with an ACV over $100,000. We had 227, 190, and 153 such customers for the years ended December 31, 2022, 2021, and 2020,
respectively. In addition, we had 18, 15, and 16 customers for the years ended December 31, 2022, 2021, and 2020, respectively, with an ACV of over $1.0 million.
Furthermore, we also had four customers with an ACV in excess of $5.0 million for the year ended December 31, 2022, compared to two such customers for the year ended
December 31, 2021. For the year ended December 31, 2022, our top 10 customers, measured by ACV, accounted for $46.5 million of our total ACV compared to $34.1 million
for the year ended December 31, 2021. We believe biopharmaceutical companies are increasingly recognizing and appreciating the scientific and financial benefits of using our
platform at scale.
Furthermore, we believe our sales and marketing approach and the quality of our software solutions help us cultivate long-standing relationships and reoccurring
sales. This is demonstrated by the length of our key relationships, with the average tenure of our 10 largest software customers in 2022 being nearly 19 years. Furthermore, our
ability to
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expand our customer relationships over time is exemplified by our ability to retain our customers with an ACV over $100,000. For the year ended December 31, 2022, our
year-over-year customer retention rate for our customers with an ACV over $100,000 was 96% and was 96% or higher for each of the previous nine fiscal years. We believe
the continued expansion of our customer base coupled with our ability to expand our customers’ use of our software will continue to drive revenue growth. The figure below
shows the different ways in which we are accelerating our growth.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Performance” for additional information
regarding ACV and customer retention rate.
Our Software Solutions for Drug Discovery
We offer our customers a variety of software solutions that accelerate all stages of molecule discovery, design, and optimization pursuant to agreements with terms
typically for one year. Our licenses give our customers the ability to execute a certain number of calculations across specified software solutions. Certain of our key software
solutions are highlighted below, along with the particular stage of drug discovery in which they are employed.
•
Target Identification and Validation: the identification and evaluation of a protein target that might be worthwhile to pursue as the subject of a drug
discovery campaign.
◦
◦
◦
WaterMap characterizes the locations and energetics of water molecules occupying the binding site of, or solvating, a target protein. From this
analysis, one can infer the druggability of a protein, as well as uncover opportunities to significantly increase binding affinity by exploiting the water
structure in the binding site.
SiteMap allows binding site identification and evaluation to help locate potential protein binding sites, including allosteric sites, and predict the
approximate druggability of those sites.
GlideEM, PrimeX and Phenix/OPLS4 enable optimization of intermediate quality experimental protein structures to a quality sufficient to drive
structure-based drug discovery.
•
Hit Discovery: the identification of hit molecules.
◦
◦
◦
◦
FEP+ is our free energy calculation software. In hit discovery, this software can be used to replace the central core of earlier known tight binding
molecules to identify novel, highly potent molecules unavailable in library collections. Often these molecules have much higher binding affinity and
have a better property profile than typical hit molecules. FEP+ can also be used to calculate absolute binding affinities, which enables the software to
evaluate and triage diverse molecules sharing no common peripheral features in a hit discovery context.
Glide is our virtual screening program that is used to screen libraries of molecules to find hit molecules likely to bind a particular protein target in a
specific conformation.
WScore is our next-generation virtual screening program that utilizes a more accurate and robust description of protein-ligand interaction solvation
effects. This and other novel features enable WScore to more reliably find hit molecules for challenging protein targets when screening libraries of
molecules.
Shape uses the three-dimensional structure and shape of earlier known hit molecules to find new hits when screening libraries of molecules.
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◦
◦
AutoQSAR/DeepChem uses modern machine-learning methods trained to earlier known hit molecules to find novel hits when screening libraries of
molecules.
Induced Fit Docking can computationally predict the binding mode of molecules to a binding site of a protein, including predicting how the
conformation of the protein binding site may reorganize upon binding the molecule.
•
Hit to Lead and Lead Optimization: Hit to lead is the stage at which small molecule hits are evaluated and undergo limited optimization to identify
promising lead molecules. Lead optimization improves on the property profile of lead molecules by designing new analogs with improved potency, reduced
off-target activities, and favorable physicochemical/metabolic properties.
◦
◦
◦
FEP+ is our free energy calculation software. In the hit to lead and lead optimization phases of drug discovery, FEP+ is used to predict the binding
affinity of ligands to proteins with accuracy approaching that of physical experiments. It allows precise rank-ordering of large libraries of virtual
molecules so that only the most potent molecules are synthesized in a program, which can save time and reduce cost. FEP+ can also be used to
calculate the binding selectivity, solubility, and mutational resistance profiles of molecules, which are key properties for the optimization of
bioavailability, toxicology, and efficacy.
AutoQSAR/DeepChem uses modern machine-learning methods to produce predictive quantitative structure-activity relationship, or QSAR, models.
This allows more accurate methods, such as FEP+, to be applied at a much greater scale but with less accuracy to much larger sets of molecules than
would otherwise be possible and enables predictive QSAR models of other properties to be developed and deployed on drug discovery projects.
PathFinder is an enumeration tool that enables the rapid exploration of synthetically tractable ligands. When PathFinder is deployed in conjunction
with multiparameter optimization, machine learning, and FEP+ simulations, it provides a streamlined approach to create and evaluate large sets of
synthetically tractable, lead-like, potent ligands.
•
Software Solutions Used Throughout the Drug Discovery Process:
◦
◦
LiveDesign is our user-friendly enterprise informatics solution that enables interactive and collaborative molecule design, aggregation and sharing of
data, and end-to-end discovery project coordination between chemists, modelers, and biologists.
Maestro is our user-friendly modeling environment, which allows expert modelers to utilize our advanced modeling solutions.
Our Software Solutions for Materials Science
We also sell software licenses to customers engaged in molecule design for industrial purposes. The software solutions for our materials science customers leverage
much of the same technology as our software for biopharmaceutical companies. In addition, similar to traditional drug discovery efforts, traditional approaches to discovering
new molecules in these fields also suffer from long timelines, and it can take as long as 10 to 20 years to bring new materials to the market. We are focused on leveraging our
technology to transform the way new materials are discovered, and we believe that materials science industries are only beginning to recognize the potential of computational
methods. We are continuing to build a team of subject matter experts to further drive adoption of our computational platform in each of the following areas in which we
currently operate:
•
•
•
•
•
•
mobile electronics and displays—organic electronics (OLED);
aerospace and defense—polymers, composites;
microelectronics—semiconductors, thin film processing;
oil and gas—catalysis, reactivity;
energy—alternative energy, batteries; and
consumer packaged goods—soft matter, formulations.
As part of our ongoing efforts to further advance our software solutions for materials science applications, in June 2020, we entered into a three-year agreement with
Gates Ventures, LLC to develop and apply atomistic simulations methods to improve battery performance. Furthermore, in March 2022, we entered into a three-year
collaboration with Eonix LLC, or Eonix, to accelerate the discovery and design of materials for safer, energy dense lithium ion batteries. Under the terms of this collaboration,
we received an equity stake in Eonix, and will be eligible to receive additional equity upon the successful completion of certain technical milestones.
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Drug Discovery Business
Overview
We are using our computational platform in both our collaborative and proprietary drug discovery programs. The figure below illustrates the advantages in time, cost,
and molecule quality of our computational drug design approach over traditional drug discovery approaches.
The figures below show the number of collaborative and partnered programs we have worked on in each given year, as well as the amount of drug discovery revenue
we have generated for the years presented. Collaborative programs on which our discovery work is completed, but for which we remain eligible for future milestones and
royalties are not included in the figures below.
As of December 31, 2022, we also had an aggregate of 15 collaborative and partnered programs for which we are eligible to receive future royalties on sales, if any,
compared to 13 programs as of December 31, 2021.
While our revenue-generating collaborations are an important component of our business, our strategy is also to invest in wholly-owned drug discovery programs. We
evaluate these programs individually to determine the advisability of entering into preclinical and clinical development ourselves, entering into collaboration, or out-licensing
programs to optimize their development and clinical and commercial potential. As part of this strategy, we have entered into collaboration agreements with BMS, Zai Lab
Limited, and Lilly, which are more fully described in "—Our Proprietary Drug Discovery Programs."
Our drug discovery revenue consists of revenue generated from collaborations through the combination of upfront payments, research funding payments, discovery
and development milestones, and other fees, as well as any revenue generated from our pipeline of proprietary drug discovery programs.
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Our Drug Discovery Collaborations
Over the last decade, leveraging our platform and expertise, we have steadily grown our portfolio of collaborative programs. These programs have provided us with
significant income and have the potential to produce additional milestone payments, option fees, and royalties in the future. These programs pursue the discovery and
development of clinical candidates across a wide range of therapeutic target protein classes and indications. Many of these programs are pursuing novel molecules for targets
where a low-dose small molecule inhibitor or activator with optimal drug-like properties has been difficult to achieve or where selectivity for the target of interest has been
difficult to achieve relative to other proteins. We have steadily grown our pipeline of collaborative programs by selectively entering into drug discovery collaborations with
leading drug development and commercialization companies. Among the factors that we use to embark on collaborations are whether the targets are well-validated, have high
therapeutic potential, and are amenable to the strengths of our computational platform, and whether or not the collaborator brings complementary capabilities, all of which we
believe contribute to an increased probability of success.
Through access to the maximum potential scale of our computational platform and our drug discovery and software development teams, our collaborators receive the
following key benefits:
•
•
•
•
Immediate utilization of our platform: Ability to immediately and efficiently leverage the full benefits of our computational platform, without the need for
training or ramp-up time, thereby enabling accelerated drug discovery.
Access to massive compute power: Ability to run our computational software at scale, thereby avoiding the time and cost needed to build such computational
infrastructure on their own.
Early access to cutting-edge functionality: Real-time access to emerging solutions as they are being developed.
Target exclusivity: Under our collaboration agreements, we agree to design drugs for a particular protein target or targets using our computational platform
and know-how exclusively for the collaborator.
Collaboration Agreements
We have entered into a number of collaborations with biopharmaceutical companies under which our collaborators are pursuing research in a number of therapeutics
areas, including without limitation, various programs in oncology, antifungal diseases, fibrosis, inflammatory bowel disease, metabolic disease, autoimmune disease, immuno-
oncology, cardiopulmonary disease and tuberculosis. Our current collaborators include, but are not limited to, Ajax Therapeutics, Inc., Bright Angel Therapeutics Inc.,
Morphic Holding, Inc., or Morphic, Nimbus Therapeutics, LLC, or Nimbus, Otsuka Pharmaceutical Co., Ltd., or Otsuka, Petra Pharma Corporation, Sanofi S.A., and Structure
Therapeutics Inc. (formerly ShouTi, Inc.). All of the programs being pursued under these collaborations are fully owned and controlled by each respective collaborator. Our
opportunity to receive potential revenues from any of these programs is generally limited to research funding payments, development, regulatory, and commercial milestones,
and royalties on commercial sales, if any. We are not responsible for advancing their preclinical or clinical development or their commercialization, if approved.
Equity Stakes. We have received equity consideration in certain of our collaborators, and from time to time, we have also made additional equity investments in
certain of these collaborators. As noted above, all of these programs are fully owned and controlled by each respective collaborator, with the exception of Faxian Therapeutics,
LLC, which is a
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50/50 joint venture. The following table presents our equity stakes on an issued and outstanding basis (unless otherwise noted) as of December 31, 2022:
Company
Ajax Therapeutics, Inc.
(1)
Apollo, LLC
Bright Angel Therapeutics Inc.
Faxian Therapeutics, LLC (JV)
Morphic Holding, Inc.
Nimbus Therapeutics, LLC
Ravenna Pharmaceuticals, Inc.
(2)
(3)
Structure Therapeutics, Inc.
(4)
Ownership %
6.3%
7.9%
33.3%
50.0%
2.1%
3.8%
3.1%
3.7%
(1)
(2)
(3)
(4)
Represents our equity in the entity, which entity holds the rights to any future payments received in connection with Gilead Sciences, Inc.’s acquisition of Nimbus’ ACC inhibitor program.
Based on the number of shares of common stock outstanding as of February 21, 2023, as reported on Morphic’s Annual Report on Form 10-K for the annual period ended December 31,
2022, as filed with the SEC on February 23, 2023.
On a fully diluted basis
Based on the number of ordinary shares outstanding as of December 31, 2022, as reported on Structure Therapeutics Inc.'s prospectus, as filed with the SEC on February 6, 2023.
From time to time, we may also receive distributions on account of our equity stakes in our collaborators. For example, in February 2023, Nimbus announced the
closing of the acquisition by Takeda Pharmaceuticals Company Limited, or Takeda, of Nimbus Lakshmi, Inc., a wholly-owned subsidiary of Nimbus, and its tyrosine kinase 2,
or TYK2, program, which includes the TYK2 inhibitor, NDI-034858, which is being evaluated for the treatment of multiple immune-mediated diseases following positive
results from the Phase 2b clinical trial in psoriasis. Following the closing of the acquisition, in February 2023, we received a cash distribution in the amount of $111.3 million
from Nimbus, and we expect to receive a second cash distribution in the amount of $36.0 million from Nimbus in the second quarter of 2023, for a total cash distribution of
$147.3 million.
Financial Rights. In addition to our equity stakes in certain of our collaborators, we also have rights to various payments on a collaborator-by-collaborator agreement
basis including research funding payments, discovery, development, and commercial milestones, and potential royalties in the single-digit range. Under certain of our
collaboration agreements, we are also eligible to receive a percentage of our collaborators’ sublicense revenue.
Many of our collaborative programs are currently still in the discovery stages. Generally, the size of the payments we are eligible to receive from a collaborative
program increases as the program advances. As a result of the broader validation of our platform, we intend to pursue an increasing number of wholly-owned drug discovery
programs, and we will continue evaluating new collaborative programs that fit our selection criteria and where the collaborator’s particular expertise, resources or intellectual
property has the potential to create substantial value. Importantly, our current collaboration agreements typically also contemplate additional program targets being added,
allowing our collaborators to potentially increase the number of programs under our current collaboration agreements, subject to our pre-existing exclusivity obligations and
interests.
However, because these collaborations are not under our control, we cannot predict whether or when we might achieve any event-based increases in research funding
payments, milestone payments, royalty or other payments under these collaborations or estimate the full amount of such payments, and we may never receive any such
payments. For a further discussion of the risks we face with respect to receipt of any of these payments, please refer to “Risk Factors—Risks Related to Drug Discovery—We
may never realize a return on our investment of resources and cash in our drug discovery collaborations”.
How We Work with Our Collaborators. Generally, our existing collaboration agreements provide that we agree to design drugs for a particular target or targets using
our computational platform and know-how exclusively for the collaborator. The collaborator retains the intellectual property related to any molecules developed under the
collaboration. Generally, our collaborators are not contractually required to provide us with, nor do we expect generally to receive, access to nonpublic information regarding
key developments related to the advancement of these collaboration programs, such as clinical trial results, including safety and efficacy data, regulatory communications, or
commercialization plans and
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strategies. To the extent we do receive such information, our collaboration agreements generally require us to maintain the confidentiality of information we receive under the
collaboration.
In December 2022, we entered into a multi-part agreement with Otsuka, together with Otsuka’s subsidiary Astex Pharmaceuticals, which includes a collaboration for
the discovery and development of a program focused on an emerging central nervous system, or CNS, disease target. Under the collaboration, we are responsible for drug
design through lead optimization and Otsuka will be responsible for all other drug discovery and clinical development activities. We received an upfront payment and will be
eligible to receive discovery, development and regulatory milestones, as well as tiered royalties on net sales of any products emerging from the drug discovery collaboration in
all markets.
Our Proprietary Drug Discovery Programs
In 2018, we began to develop a pipeline of wholly-owned drug discovery programs with the goal of using our platform to produce a portfolio of novel, high value
therapeutics. Our initial programs were focused on discovering and developing inhibitors for targets in DNA damage response pathways and genetically defined cancers. Since
then, we have expanded into other therapeutic areas, including in the areas of immunology and neurology. The FDA cleared our IND for SGR-1505 in June 2022. We recently
initiated a Phase 1 clinical trial of SGR-1505 in patients with relapsed or refractory B-cell lymphomas and currently have clinical trial sites open for screening and enrollment,
but we have not yet dosed any patients with SGR-1505. In addition, we continue to advance other wholly-owned programs through IND-enabling studies. We expect to submit
an IND application to the FDA for SGR-2921 in the first half of 2023 and for SGR-3515 in 2024, subject to favorable data from IND-enabling studies. In addition, we plan to
initiate a Phase 1 clinical trial of SGR-2921 in the second half of 2023, subject to receipt of regulatory clearance. Our strategy is to pursue an increasing number of wholly-
owned programs and strategically evaluate on a program-by-program basis advancing them into preclinical and clinical development ourselves, entering into collaborations to
co-develop them with leading industry partners, or out-licensing them to maximize their clinical and commercial opportunities.
As part of this strategy, in November 2020, we entered into an exclusive, worldwide collaboration and license agreement with BMS pursuant to which we and BMS
agreed to collaborate in the discovery, research and development of small molecule compounds for biological targets in the oncology, neurology and immunology therapeutic
areas. The initial collaboration targets included HIF-2 alpha and SOS1/KRAS, which were two of our wholly-owned programs. In November 2021, we and BMS mutually
agreed to replace the HIF-2 alpha target with another precision oncology target. Following the replacement election, all rights to the HIF-2 alpha target program reverted to us.
In September 2022, BMS elected not to proceed with further development of another target and all rights to this program reverted to us. In December 2022, we and BMS
entered into an amendment to the agreement to include an additional target in neurology on terms similar to the original agreement. Under the terms of the agreement, as
amended, we received a $55.0 million upfront payment from BMS in November 2020 and an additional upfront payment in December 2022, and we are eligible to receive up
to $2.7 billion in total milestones from BMS across all potential targets, as well as a tiered percentage royalty on net sales of each product commercialized by BMS ranging
from mid-single digits to low-double digits, subject to certain specified reductions. We recently announced we are expecting the first program from this collaboration to
advance to development candidate status. Following finalization of this advancement, we expect to recognize a drug discovery milestone associated with advancement of the
program, which is projected in the first quarter of 2023. See “—Collaboration Agreement with Bristol-Myers Squibb Company” for additional information relating to this
agreement.
In August 2021, we entered into a global discovery, development and commercialization collaboration with Zai Lab Limited focused on a novel program in oncology
targeting DNA damage response. Under the terms of the agreement, we received an upfront payment, and if we elect to co-fund clinical development of a product candidate
under the collaboration, we will be entitled to receive 50% of any profits from the commercialization of an approved therapeutic in the United States. We are also eligible to
receive up to approximately $338.0 million in preclinical, clinical, regulatory and sales-based milestone payments from Zai Lab Limited for any product candidate developed
under the collaboration, and we are entitled to receive tiered royalties on net sales outside the United States.
In September 2022, we entered into a collaboration with Lilly, under which we are responsible for the discovery and optimization of small molecule compounds
addressing a specific target. Lilly will be responsible for the completion of preclinical development, clinical development and commercialization. Under the terms of the
agreement, we received an upfront payment, and we are eligible to receive up to $425.0 million in discovery, development and commercial milestone payments. We are also
eligible to receive low single- to low double-digit royalties on net sales of any products emerging from the collaboration in all markets.
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In addition to the above, we are also advancing a program in collaboration with Takeda focusing on an oncology target. Under this collaboration, we conduct all drug
discovery research and pharmacology activities through the development candidate stage, and Takeda has the option to acquire the program at either the lead optimization
stage or development candidate stage and to develop and commercialize such product candidate from the program. We control the drug discovery process and retain all
intellectual property rights to any product candidate that is discovered under the program until Takeda exercises its option to acquire the program.
The following is a summary of our proprietary drug discovery programs:
Our Approach to Target Selection
Our selection of targets is based on an extensive analysis of human targets and drug discovery programs. We analyze targets using automated methods at scale. The
key steps we take in prioritizing programs involve:
•
•
•
•
Structural and modeling enablement. We use our computational platform to analyze protein structure quality as well as druggability of binding sites across
thousands of target proteins in parallel. For a subset of high-quality structures of interest, we confirm amenability to our computational platform.
Evaluation of therapeutic potential. Our selection of targets is strongly influenced by the level of validation of the target, including analysis of human
genetics and prior clinical data.
Identification of unsolved design challenges. We determine whether there are property profile challenges that could be solved by the application of our
computational platform and provide a clinically meaningful differentiated, novel, high value product opportunity.
Assessment of potential value of pathways and mechanisms. We evaluate industry and commercial interest as well as the clinical utility with the aim of
prioritizing programs with high commercial and therapeutic potential.
Using this comprehensive analysis, we have identified a large number of protein targets that we believe are amenable to our technology. We continue to evaluate a
number of additional targets using this analysis methodology.
SGR-1505: Our MALT1 Inhibitor
We are advancing SGR-1505, our novel MALT1 inhibitor, for the treatment of patients with relapsed or refractory B-cell lymphomas. Constant activation of nuclear
factor-kappa B, or NF-κB, a key signaling molecule in B cells, is a hallmark of several subtypes of lymphoma. MALT1 is a key mediator of the NF-κB signaling pathway, the
main driver of a subset of B-cell lymphomas, and functions by forming a complex with CARMA1 (Caspase recruitment domain-containing protein 11 also known as CARD-
containing MAGUK protein 1) and BCL10 (B-cell lymphoma/leukemia 10) to mediate antigen receptor-induced lymphocyte activation. MALT1 is considered a potential
therapeutic target for several subtypes of non-Hodgkin’s lymphomas.
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Activated B-cell, or ABC, a subtype of diffuse large B-cell lymphoma, or ABC-DLBCL, is the most common type of aggressive non-Hodgkin’s B-cell lymphoma.
ABC-DLBCL is associated with a number of mutations that trigger a constitutively active NF-κB signaling pathway, which often is mediated by increased MALT1 protease
activity. Among these mutations is a gain of function mutation or amplification of MALT1, which has also been identified in ABC-DLBCL patients.
Our program utilized our physics-based software platform to enable the identification and advancement of multiple novel series of MALT1 inhibitors from hit finding
to lead optimization. Combining multi-parameter optimization, FEP+, and machine learning, we were able to prioritize tight-binding compounds with drug-like properties, and
identified multiple novel and distinct chemical series which showed strong anti-tumor activity, ultimately enabling us to select SGR-1505 as our development candidate in
under two years.
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As shown in the figures below, in preclinical studies, SGR-1505 showed anti-tumor activity in a MALT1 enzymatic assay and strong anti-proliferative effect in cell
viability in a Bruton's tyrosine kinase, or BTK, inhibitor resistant OCI-LY3 B-cell non-Hodgkin’s lymphoma cell line, when compared to ibrutinib, a covalent BTK inhibitor.
As shown in the figures below, in preclinical studies, SGR-1505 also demonstrated strong anti-tumor activities as a single agent in BTK inhibitor resistant OCI-LY3
cells and in BTK sensitive OCI-LY10 B-cell non-Hodgkin’s lymphoma in vivo cell-line derived xenograft (CDX) models.
TPGS = D-alpha-tocopheryl polyethylene glycol succinate, a solvent used in co-administration for drug dosing in animals; TID = three times a day dosing; SDD = spray dried dispersion; SEM = scanning
electron microscopy, a method used to measure cell volume
In addition, as shown in the figures below, SGR-1505 demonstrated strong anti-tumor activities in combination with ibrutinib in the BTK inhibitor sensitive in vivo
models, such as the ABC-DLBCL patient-derived xenograft (PDX) model LY2298 and the OCI-LY10 CDX model. Beyond ABC-DLBCL disease models, as shown in the
figures below, SGR-1505 also demonstrated single agent anti-tumor activity in an in vivo mantle cell lymphoma REC-1 CDX model.
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SGR-1505 also showed strong combination effects with venetoclax (an inhibitor of the anti-apoptotic protein B-cell lymphoma 2 (BCL2)) on inhibition of cancer cell viability
in the OCI-LY10 CDX model.
QD = once per day dosing; BID = twice a day dosing
These data suggest that targeting MALT1 with SGR-1505 may expand therapeutic options for patients with selected B-cell lymphomas, such as ABC-DLBCL, with
the possibility of expanding into other B-cell lymphomas such as mantle cell lymphoma. Furthermore, SGR-1505 demonstrated potential in combination with BTK inhibitors
to overcome drug-induced resistance to BTK inhibitors in patients with relapsed/refractory B-cell lymphomas.
The FDA cleared the IND for SGR-1505 in June 2022. Our Phase 1 clinical trial of SGR-1505 is designed as an open-label, multi-center dose escalation clinical trial
in patients with relapsed or refractory B-cell lymphomas. We anticipate enrolling up to 52 patients with confirmed mature B-cell malignancies who are 18 years or older and
have a life expectancy of equal to or greater than 12 weeks. SGR-1505 will be administered orally. The trial is designed to evaluate the safety, pharmacokinetics,
pharmacodynamics, maximum tolerated dose and/or recommended dose of SGR-1505. Exploratory cohorts will evaluate additional pharmacokinetics, pharmacodynamics,
preliminary anti-tumor activity and safety to establish the recommended dose, and a sub-study will also evaluate the effect of food and drug-drug interactions.
We recently initiated a Phase 1 clinical trial of SGR-1505 and we currently have clinical trial sites open for screening and enrollment, but we have not yet dosed any
patients with SGR-1505.
SGR-2921: Our CDC7 Inhibitor
We are advancing SGR-2921, our novel CDC7 inhibitor, for the treatment of advanced solid and liquid tumors. CDC7 is a serine/threonine protein kinase that has
been shown to play important roles in DNA replication initiation and in response to replication stress and DNA damage. CDC7 levels are high in certain tumors, and are
thought to be linked to these cancer cells’ proliferative capacity and ability to bypass normal DNA damage responses.
CDC7 phosphorylates and activates the enzymes responsible for DNA replication initiation and proteins involved in replication stress response. Disruption of CDC7
activity in cancer cells leads to delayed DNA replication, increased replication stress, cell cycle abnormalities, and cell death.
The antiproliferative potential of CDC7 inhibition was validated by a third party in Phase 1 clinical trials of a CDC7 inhibitor in which responses were observed in
patients, including those with duodenal, esophageal and cervical cancer. Prior to this positive result, existing CDC7 inhibitors were not sufficiently tight-binding, lacked
selectivity, and demonstrated poor pharmacokinetic properties.
In order to maximize the anti-cancer activities of CDC7 inhibitors, very tight-binding inhibitors are required to achieve durable clinical impact as monotherapy or in
the context of clinical combinations. Using our computational platform, we identified multiple tight-binding, selective, and novel CDC7 inhibitor series, and selected SGR-
2921 as our development candidate.
As shown in Tables 1 and 2 below, SGR-2921 demonstrated inhibition of recombinant human CDC7 in a biochemical kinase assay and in a biophysical assay, as
measured by the average IC value, which is a measure of the
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potency of a compound in inhibiting specific biological functions. Table 1 also shows that SGR-2921 demonstrated strong binding affinity to CDC7 with an average
equilibrium dissociation constant, or KD, which is a measure of binding affinity between a protein and a binding partner, in the picomolar range. Further, SGR-2921 showed
inhibition of the phosphorylation of the serine in position 53, or S53, of the protein MCM2, or pMCM2, a downstream substrate of CDC7, in COLO205, a colorectal cancer
cell line, and in two acute myeloid leukemia cell lines, MV-4-11 and MOLM-16.
Table 1 Average IC of CDC7 Kinase Activity and Binding Affinity to CDC7 for SGR-2921
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Compound
SGR-2921
Average IC [nM]
0.0277±0.0054
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KD [pM]
10
Table 2 In Vitro Cell Based IC Values of pMCM2 (S53) by SGR-2921
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Cell line
pMCM2 (S53)
COLO205 [IC (nM)]
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MV-4-11 [IC (nM)]
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MOLM-16 [IC (nM)]
50
1.19±0.41
0.92±0.40
1.62±0.52
SGR-2921 also showed anti proliferative activity in vitro in COLO205, MV-4-11 and MOLM-16 cell lines. Table 3 summarizes the average IC value from the
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individual assays.
Table 3 In Vitro Cell Based Viability IC Values of SGR-2921
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Cell line
Cell viability
COLO205 [IC (nM)]
50
9.90±3.72
MV-4-11 [IC (nM)]
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107.55±12.42
MOLM-16 [IC (nM)]
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20.81±7.29
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Furthermore, as shown in the figures below, SGR-2921 showed tumor growth inhibition resulting in tumor regression in the COLO205 colorectal cancer CDX model,
which is a colorectal cancer cell line derived xenograft model, at doses that did not result in significant body weight loss. SGR-2921 also showed a dose-dependent increase in
plasma drug concentration and a dose-dependent decrease in intratumoral pMCM2 in the COLO205 CDX model. In mouse models of acute myeloid leukemia, SGR-2921 also
showed strong anti-tumor activity at doses that were tolerated.
We expect to submit an IND application to the FDA for SGR-2921 in the first half of 2023 and plan to initiate a Phase 1 clinical trial of SGR-2921 in the second half
of 2023, subject to receipt of regulatory clearance.
SGR-3515: Our WEE1 Inhibitor
We are advancing SGR-3515, our novel WEE1 inhibitor for the treatment of gynecological cancers and other solid tumors. WEE1 is a gatekeeper checkpoint kinase
that prevents cellular progression through the cell cycle allowing time for DNA repair before cell division takes place. Inhibition of WEE1 allows for accumulation of DNA
damage, triggering DNA breakage and apoptosis in tumor cells. Third party WEE1 inhibitors have shown clinically meaningful tumor regression with partial responses and
stable disease in ovarian and uterine cancer in clinical trials. A third party WEE1 inhibitor is currently being studied in combinations with chemotherapy, PARP inhibitors, and
immunotherapy.
We identified a number of tight-binding, selective WEE1 inhibitor series using our computational platform and we have recently selected SGR-3515 as our
development candidate. We believe SGR-3515's physicochemical properties make it well suited for combinations with DNA damage response inhibitors such as PARP and
ATR inhibitors and other targeted therapies for the treatment of ovarian, colorectal, breast, and other solid tumors.
Prior third party WEE1 inhibitors may have off-target effects resulting from inhibition of other kinases and proteins, some of which are liver enzymes responsible for
elimination of drug and drug metabolites from the body,
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potentially making dosing and combinations more challenging. As shown in the figure below, we have benchmarked SGR-3515 against AZD1775, a WEE1 inhibitor from
AstraZeneca, and Zn-C3, a WEE1 inhibitor being advanced by Zentalis Pharmaceuticals, and SGR-3515 demonstrated an improved kinase selectivity profile and we believe
has lower potential for drug-drug interaction, or DDI, liabilities associated with liver enzyme inactivation.
As shown in the figure below, SGR-3515 also showed better potency against WEE1 in cells measured by target engagement marker pCDC2 Y15. The selectivity of
SGR-3515 was evaluated by profiling it at 1 uM across a panel of over 400 kinases. SGR-3515 demonstrated a more desirable selectivity profile compared to Zn-C3 and
AZD1775.
SGR-3515 has also shown comparable or better effects on the viability of various tumor cells including the A427 non-small cell lung cancer cell line and the
OVCAR3 high grade serous ovarian cancer cell line compared to Zn-C3 and ADZ1775. SGR-3515 demonstrated robust and sustainable anti-tumor activity in vivo in A427
and OVCAR3 tumor models. These effects and anti-tumor activity are shown in the figure below with SGR-3515 demonstrating lower IC values in these models as compared
to Zn-C3 and AZD1775.
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All competitor data is internally generated by contract research organizations, using commercially available tools or synthesized by third-party research chemists using publicly available structure
information.
We plan to submit an IND application to the FDA for SGR-3515 in 2024, subject to favorable data from IND-enabling studies.
SOS1/KRAS Inhibitor Program
In collaboration with BMS, we are developing a SOS1/KRAS protein-protein interaction inhibitor for the treatment of KRAS-driven cancers. SOS1, or Son of
sevenless-1, is involved in the activation and regulation of KRAS. Oncogenic mutant KRAS stimulates the growth of some of the most intractable tumors, such as lung,
pancreatic, and colon cancer. Strategies to disrupt the persistently active Ras pathway have focused on targeting Cys12 of the oncogenic mutant KRAS G12C with covalent
inhibitors. Disruption of the SOS1/KRAS interaction has emerged as an alternative approach based on third party preclinical data.
Pursuant to our collaboration and license agreement with BMS, once we have discovered or identified a SOS1/KRAS protein-protein interaction inhibitor that meets
specified, mutually agreed criteria (or upon BMS's selection), BMS will be solely responsible for the further preclinical and clinical development, manufacturing and
commercialization of such candidate at its own expense. See “—Collaboration Agreement with Bristol-Myers Squibb Company” for additional information relating to this
agreement.
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LRRK2 Inhibitor Program
We are developing a LRRK2 inhibitor for the treatment of Parkinson’s disease. LRRK2, a genetically validated target, is a large multifunctional kinase enzyme and
mutations in the LRRK2 gene have been shown to be associated with the development of Parkinson’s disease. In 2022, we generated cryo-electron microscopy structures of
LRRK2, which have helped us to accelerate the identification of novel LRRK2 inhibitors. We expect to select a development candidate for this program in 2024.
Other and Future Programs
We have identified a large number of protein targets that we believe are amenable to our computational platform, and now have a significant inventory of targets that
we can potentially advance into discovery programs. The Schrödinger Therapeutics Group also intends to pursue targets with strong biological validation and therapeutic
potential that currently lack protein structures of sufficient quality to permit the use of our computational platform for drug discovery. We are actively pursuing strategic
alliances with collaborators, as well as progressing internal initiatives, that enable us to generate high-quality protein structures for these targets, which will enable us to initiate
discovery efforts. For example, as part of these efforts, in 2020 we entered into strategic partnerships with Viva Biotech to access new x-ray crystal structures as well as with
Thermo Fisher Scientific to obtain structures of protein complexes leveraging cryo-EM technology. Furthermore, in January 2022, we acquired XTAL BioStructures, Inc., a
company that provides structural biology services, including biophysical methods, protein production and purification, and X-ray crystallography, which we believe will
augment our ability to produce high quality target structures for our drug discovery programs.
Our initial programs are focused on discovering and developing inhibitors for targets in DNA damage response pathways and genetically defined cancers. Genomic
instability of malignant cells leads to genetic mutations that can drive resistance to kinase inhibitors, creating the need for second and third generation drugs targeting the same
disease. Our computational platform has been shown to be capable of predicting the impact that mutations in the kinase domain have on drug binding, potency, and drug
sensitivity. Use of our platform to assess and evaluate the impact of clinical mutations on drug potency can be a powerful tool for drug discovery. We believe that deploying
our platform at scale with access to genomic profiling data for patients puts us in a strong position to predict the impact of active-site resistance mutations with clinically
relevant accuracy to optimize the design of molecules that are robust against common resistant mutations.
In addition to our programs highlighted above, we are also progressing a number of undisclosed programs in the areas of oncology, immunology, and neurology. We
are pursuing certain of these programs on our own and certain of these programs are partnered with others pursuant to our collaboration agreements described above. All of
these programs are currently in the discovery stage, and we have not yet identified a development candidate for any of these programs.
Technical Details of Our Key Technologies
Calculation of key drug properties using physics-based methods
Over the past several decades and with the concerted effort of hundreds of our scientists and software engineers, we have developed a physics-based computational
platform that is capable of predicting the binding affinity of a drug molecule with a high degree of accuracy. The binding affinity of a drug molecule to a target protein is the
key driving force of its in vivo efficacy. Specifically, when a drug binds to a target protein, the affinity with which it binds directly affects the extent to which it will modulate
the function of the protein. Therefore, the ability to predict the binding affinity of a drug molecule to a target protein with a high degree of accuracy can significantly accelerate
discovery of new efficacious medicines.
Accurately calculating the binding affinity of a drug molecule to a protein is enormously complex and requires a full characterization of all the physical contributions
to the binding. These contributions include the deformation and/or rigidification of the small molecule into the bound conformation (ΔG(1) in the figure below) and the
rigidification of the protein in the bound conformation (ΔG(2)), the removal of waters surrounding the molecule (ΔG(3)) and the removal of
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waters within the protein binding site (ΔG(4)), and finally the interactions achieved between the molecule and protein when binding to form the protein-molecule complex
(ΔG(5)).
We have developed a solution to consistently assess all of these contributions to binding with a high degree of accuracy, building on a method called “free energy
perturbation.” Free energy perturbation perturbs, or transforms, an initial molecule into another molecule of interest and evaluates how that transformation changes binding
affinity to a particular protein target. Our solution for conducting these calculations is called FEP+. FEP+ is enabled by the following differentiated constituent technologies:
•
•
•
•
•
•
classical molecular mechanics force field with broad coverage of drug-like molecules with a high degree of accuracy;
an automated workflow allowing for force field coverage to be extended on the fly utilizing our accurate quantum mechanics software;
computationally efficient molecular dynamics engine that runs on graphic processing units;
efficient, enhanced sampling methods that allow the calculation to be converged with reduced simulation times;
automated atom-mapping and interaction-mapping assignment; and
ability to scale these calculations to leverage large cloud computing environments.
All of these constituent technologies are necessary to achieve the accuracy, scalability and applicability of our free energy perturbation implementation.
In a notable peer-reviewed study including approximately 3,000 molecules across approximately 90 distinct projects, FEP+ exhibited an error profile that indicates its
affinity predictions approach the accuracy of running a laboratory experiment. FEP+ is also able to perform these computations more rapidly than experimental assays.
Computational assessment of a molecule utilizing FEP+ requires only a few hours. In comparison, it often takes weeks to synthesize a drug-like molecule and assay its binding
affinity for the target of interest in a laboratory. As a result, our FEP+ solution can be used to explore very large numbers of molecules to identify drug candidates much more
rapidly than would be possible solely using experimental approaches.
In a peer-reviewed article published in collaboration with a large biopharmaceutical company, the ability of FEP+ to prioritize molecules for synthesis expected to
bind more tightly than an initial hit was compared with several other industry-standard approaches. We found that FEP+ succeeded in prioritizing the synthesis of molecules
with improved
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binding affinity with eight times greater success than any other technique tested. This evidence supports the essential role that FEP+ can play in advancing drug discovery
programs.
Enumeration of extremely large libraries of molecules
We have developed methods to enumerate extremely large libraries of molecules with our PathFinder software solution, thereby allowing our software customers, our
drug discovery collaborators, and the Schrödinger Therapeutics Group to explore a much larger portion of chemical space than is possible through manual design. The
chemical enumeration technology we have developed incorporates the most commonly used chemical reactions and can, in a fully automated fashion, computationally explore
billions of alterations of a molecule of interest.
Scaling accurate physics-based calculations to extremely large libraries of molecules
Although FEP+ calculations have been shown to be accurate, it is not possible to apply these calculations to billions of molecules given the current availability of
computing resources. To address this problem, we developed an approach that leverages the accuracy of FEP+, but allows for exploration of billions of molecules rapidly by
leveraging machine learning. We have succeeded in integrating our physics-based molecule scoring with highly computationally efficient modern machine-learning methods.
This combined approach allows us to apply our physics-based calculations to much larger sets of molecules than would otherwise be computationally tractable. This allows us
to both increase the speed and likelihood of identifying clinically viable molecules.
Advances in deep learning, a type of machine learning, in the past several years have required very large data sets as input to train the model. In a drug discovery
program, the experimental data is typically sparse and expensive to procure, which is particularly problematic given that relevant drug-like chemical space is effectively
infinitely large, estimated to be 10^60 molecules. For this reason, we believe that it would be extremely difficult to realize competitive advantage in a drug discovery program
by using a platform exclusively based on machine learning or deep learning. Instead, we have developed an approach to integrate physics-based and machine-learning based
scoring methodologies that allows the machine learning model to interactively prioritize additional molecules for physics-based analyses, known as active learning. Active
learning retains the computational efficiency of machine learning while also taking advantage of the accuracy of the physics-based method. One can evaluate the utility of any
particular prediction method with regard to both its accuracy and its computational efficiency. Modern machine learning methods, such as deep learning, do provide a small
improvement over conventional machine learning methods. However, for much of its history, conventional molecular simulations were much less computationally efficient
than machine learning but not that much more accurate.
In developing FEP+, we were able to resolve deficiencies in early attempts to develop physics-based methods. FEP+ calculations are much more accurate than either
conventional machine learning or modern machine learning when scoring molecules structurally distinct from the training set data. In addition, by integrating FEP+ with our
machine learning implementation, which we refer to as AutoQSAR/DeepChem, we developed a solution that we refer to as Active Learning FEP+. Active Learning FEP+
combines the accuracy of free energy calculations with the speed of machine learning calculations and can be used to explore up to billions of molecules within a day. By
further combining this functionality with our ability to enumerate large sets of molecules provided by PathFinder and our ability to build and manage complex workflows
utilizing cloud resources, we are able to deploy these capabilities at scale to advance projects.
Active Learning FEP+ is depicted in the figure below.
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FEP+ is used to build a local model for a large library of molecules instead of relying on experimental data to provide the training set for the machine learning model.
That machine learning model is then used to filter the large library of molecules down to a number that is small enough to be able to prioritize with FEP+. The result is that we
can prioritize one billion molecules in as little as a day, rather than one million days.
Rapid identification of novel active hit molecules suitable to initiate hit-to-lead and lead optimization efforts
Several hit-finding technologies we have developed are routinely used to identify active hit molecules to initiate small molecule drug discovery programs. In our hit-
finding campaigns, we and our software customers typically utilize:
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•
•
•
modern machine learning models trained to the two-dimensional structures of known active molecules using our software solution, AutoQSAR/DeepChem;
shape-based methods trained to the known or computationally deduced three-dimensional bioactive conformations of known active molecules using our
software solution, Shape;
structure-based docking methods that evaluate the number and kind of interactions possible utilizing a static atomistic representation of the experimentally
determined three-dimensional structure of the target protein receptor using our software solutions, Glide and WScore; and
free energy calculations using our software solution FEP+, which provides a fully dynamic atomistic representation of the target protein receptor.
These four approaches are complementary to each other, and their integrated use has led to successful hit-finding campaigns for dozens of protein targets in our
collaborative and proprietary drug discovery programs. There are also numerous reports in the literature and in patents of our software customers utilizing some combination
of these approaches to identify hit molecules.
AutoQSAR/DeepChem is trained to find known active molecules in a search through a molecule library and operates solely on the two-dimensional structure of the
molecule. From this training process, AutoQSAR/DeepChem learns to identify substructures in the molecules that may lead to activity. Then when applied to large libraries of
molecules, these methods can identify molecules with measurable activity against the target protein. These methods are highly efficient and can be used to screen billions of
molecules in less than one day. However, one significant limitation is that machine learning methods cannot extrapolate into chemical space that differs from the training set
and therefore, this method tends to identify molecules similar to already known molecules.
Shape is used to identify molecules with a similar shape to known active molecules. It has been shown that molecules with similar three-dimensional shapes can have
similar activities. While the hit rates and computational efficiencies of Shape and AutoQSAR/DeepChem are generally comparable, the hit molecules returned by these
techniques tend to be distinct and complementary rather than redundant. This allows results from Shape to augment the AutoQSAR/DeepChem results while still being
efficient for screening a large library.
Glide and WScore use knowledge of three-dimensional structure of the binding site of the protein of interest, rather than the structure of active molecules, to evaluate
the likelihood that a small molecule will bind to a protein target. Glide and WScore evaluate molecules based on the number and kind of contacts made between the molecule
and protein. These methods are much more computationally expensive than AutoQSAR/DeepChem or Shape. However, they can be more readily applied to targets for which
there is little or no earlier reported active molecules.
The fourth computational method we routinely use to identify hit molecules to initiate drug discovery programs is the FEP+ solution described above. When used in
this context, FEP+ can be used to completely replace the core moiety of an earlier known molecule to yield a novel molecule with similar binding potency. This approach is
much more computationally intensive than previous methods, but is also much more accurate. Utilizing this approach on multiple programs, we have been able to identify
novel nanomolar or picomolar inhibitors in the first few months of project chemistry that have property profiles typical of molecules only observed in the later hit-to-lead
phases of drug discovery. Our FEP+ solution also supports the calculation of absolute binding affinities, which enables the software to evaluate and triage diverse molecules
sharing no common peripheral features in a hit discovery context.
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Computational analysis of the energetic properties of water molecules occupying molecule binding sites in proteins
Subtle structural variations in molecules can have a profound impact on binding affinity to the protein target. The effects of these structural variations can be
explained by a detailed examination of the thermodynamics of binding, including the free energy changes resulting from displacing water molecules in the binding site. Our
computational software solution WaterMap maps the locations and energetic properties of water molecules that occupy protein binding sites, provides insight into the
properties of the binding site, and quantitatively describes the water-mediated forces driving the binding of small molecules. Further, such an analysis can be used to assess the
propensity of drug-like molecules to bind to the protein target with high affinity. WaterMap presents the computed results graphically for easy visualization of the water
molecules occupying a binding site and their energetic properties. This makes interpretation of binding affinity data more intuitive and provides insights to possible design
routes to improve potency and selectivity.
Competition
Software Business
The overall market for molecular discovery and design software is global, rapidly evolving, competitive, and subject to changing technology and shifting customer
interests and priorities. The solutions and applications offered by our competitors vary in size, breadth, and scope.
We believe the principal competitive factors in our market include, among other things, accuracy of computations, level of customer satisfaction and functionality,
ease of use, breadth and depth of solution and application functionality, brand awareness and reputation, modern and adaptive technology platform, integration, security,
scalability and reliability of applications, total cost, ability to innovate and respond to customer needs rapidly, and ability to integrate with legacy enterprise infrastructures and
third-party applications.
We believe that we compete favorably on the basis of these factors and that the effort and investment required to develop a computational, physics-based platform
similar to ours will hinder new entrants that are unable to invest the necessary capital and time, and lack the breadth and depth of technical expertise required to develop
competing technology. Our ability to remain competitive will largely depend on our ability to continue to improve our computational platform and demonstrate success in our
drug discovery efforts.
Our software solutions face competition from competitors in the business of selling or providing simulation and modeling software to biopharmaceutical companies.
These competitors include BIOVIA, a brand of Dassault Systèmes SE, or BIOVIA, Chemical Computing Group (US) Inc., Cresset Biomolecular Discovery Limited, Cadence
Design Systems, Inc., Optibrium Limited, Cyrus Biotechnology, Inc., Molsoft LLC, Insilico Medicine, Inc., Iktos, XtalPi Inc., and Simulations Plus, Inc.
We also have competitors in materials science, such as BIOVIA and Materials Design, Inc., and in enterprise software for the life sciences, such as BIOVIA, Certara
USA, Inc., ChemAxon, PerkinElmer, Inc., and Dotmatics, Inc. In some cases, these competitors are well-established providers of these solutions and have long-standing
relationships with many of our current and potential customers, including large biopharmaceutical companies. In addition, there are academic consortia that develop physics-
based simulation programs for life sciences and materials applications. In life sciences, the most prominent academic simulation packages include AMBER, CHARMm,
GROMACS, GROMOS, OpenMM, and OpenFF. These packages are primarily maintained and developed by graduate students and post-doctoral researchers, often without
the intent of commercialization.
We also face competition from solutions that biopharmaceutical companies develop internally, smaller companies that offer products and services directed at more
specific markets than we target, enabling these competitors to focus a greater proportion of their efforts and resources on these markets, as well as a large number of companies
that have been founded with the goal of applying machine learning technologies to drug discovery.
Drug Discovery Business
The biopharmaceutical industry is characterized by rapidly advancing technologies, intense competition, and strong emphasis on proprietary and novel products and
product candidates. While we believe that our computational platform, technology, knowledge, experience, and scientific resources provide us with competitive advantages,
our drug discovery business faces potential competition from many sources, including major pharmaceutical, specialty biopharmaceutical companies, technology companies,
academic institutions and government agencies, and public and
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private research institutions. Any product candidates that we or one of our collaborators successfully develop and commercialize will compete with existing therapies and new
therapies that may become available in the future.
The key competitive factors affecting the success of the product candidates we develop, if approved, are likely to be their efficacy, safety, tolerability, convenience
and price, the level of branded and generic competition and the availability of adequate reimbursement from third-party payors. If any of our product candidates are approved
and successfully commercialized, it is likely that we will face increased competition as a result of other companies pursuing development of similar products or products that
address similar diseases.
In particular, there is intense competition in the field of oncology, which is a focus of our drug discovery efforts. We have competitors both in the United States and
internationally, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies, emerging and start-up
companies, universities and other research institutions. We also compete with these organizations to recruit management, scientists and clinical development personnel, which
could negatively affect our level of expertise and our ability to execute our business plan. We also face competition in finding and establishing clinical trial sites, enrolling
subjects for clinical trials, accessing combination studies and recruiting credible principal investigators and advisors from key clinical disciplines and academic centers.
For example, with respect to our MALT1 inhibitor, SGR-1505, which we are advancing for the treatment of patients with relapsed or refractory B-cell lymphomas, we
are aware of several MALT1 inhibitors in clinical development, including by Janssen Research and Development, LLC, a Johnson & Johnson company, AbbVie Inc., Ono
Pharmaceutical Co., Ltd. and Zentalis Pharmaceuticals. In addition, we are also aware of other therapeutics, both approved and in clinical development, for the treatment of B-
cell lymphomas.
Large pharmaceutical and biotechnology companies, in particular, have extensive experience in building and accessing networks of expert investigators, designing
and conducting clinical trials, obtaining regulatory approvals, and manufacturing and commercializing biotechnology products. These companies also have significantly
greater research and development and marketing capabilities than we do and may also have products that have been approved or are in late stages of development, and
collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical and biotechnology companies may also invest
heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make the product candidates that we develop obsolete. Our
commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side
effects, are more convenient or are less expensive than our products. Smaller or early-stage companies may also prove to be significant competitors, particularly through
collaborative arrangements with large and established companies, as well as in acquiring technologies complementary to, or necessary for, our programs. As a result of all of
these factors, our competitors may succeed in obtaining approval from the FDA or other comparable foreign regulatory authorities or in discovering, developing and
commercializing products in our field before we do.
Collaboration Agreement with Bristol-Myers Squibb Company
In November 2020, we entered into an exclusive, worldwide collaboration and license agreement with BMS, pursuant to which we and BMS agreed to collaborate in
the discovery, research and preclinical development of small molecule compounds (other than protein-degrader compounds) for biological targets in the oncology, neurology
and immunology therapeutic areas.
Under the agreement, during a limited research term, we will be responsible, at our own cost and expense, for the discovery of small molecule compounds (other than
protein-degrader compounds) directed to five specified biological targets pursuant to a mutually agreed research plan for each such target. The initial collaboration targets
included HIF-2 alpha and SOS1/KRAS, which were two of our early-stage programs. In November 2021, we and BMS mutually agreed to replace the HIF-2 alpha target with
another precision oncology target. Following the replacement election, all rights to the HIF-2 alpha target program reverted to us. In September 2022, BMS elected not to
proceed with further development of another target and all rights to this program reverted to us. In December 2022, we and BMS entered into an amendment to the agreement
to include an additional target in neurology on terms similar to the original agreement.
Once we have discovered or identified a compound for a target that meets specified, mutually-agreed criteria or upon BMS selection of a compound as a development
candidate, BMS will be solely responsible for the further preclinical and clinical development, manufacturing and commercialization of such candidate at its own cost and
expense. The
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research term will end on the earlier of four years or until we have delivered a candidate for each specified target. We may elect to extend the research term for a limited period
of time to deliver a candidate for a given target. In addition, the parties may mutually agree to extend the initial research term for an additional year. Under the agreement,
BMS has agreed to use commercially reasonable efforts to develop, seek and obtain regulatory approval for, and commercialize at least one product that contains a licensed
compound for each target in each of the United States, Japan and the European Union. The research component of the collaboration will be overseen by a joint steering
committee comprised of an equal number of representatives from each of us and BMS. In addition to the initial specified targets, the parties have also agreed on a list of four
reserved targets. BMS may replace one of the initial specified targets with a reserved target during a limited substitution period in the research term.
Pursuant to the agreement, for a given target, we have granted to BMS an exclusive license, with the right to grant sublicenses, under certain patent rights, know-how
and materials controlled by us to clinically develop, manufacture, use, sell, offer for sale, export and import and otherwise exploit, and have others do the same, any
compound, molecule or product for such target throughout the world.
Under the terms of the agreement, BMS paid us an initial upfront fee payment of $55.0 million, and we received an additional upfront fee payment in connection with
the amendment in December 2022. We are also entitled to receive up to $2.7 billion in total milestones across all potential targets. Such milestones consist of up to $585.0
million in total milestones per oncology target, including $360.0 million in the aggregate for certain specified research, development and regulatory milestones and $225.0
million in the aggregate for certain specified commercial milestones, as well as up to $489.0 million in total milestones per neurology and immunology target, including
$264.0 million in the aggregate for certain specified research, development and regulatory milestones and $225.0 million in the aggregate for certain specified commercial
milestones. With respect to the additional neurology target we and BMS added pursuant to the December 2022 amendment, we are entitled to similar research, development,
and regulatory milestones and commercial milestones for such target as under the original agreement.
We are also entitled to a tiered percentage royalty on annual global net sales of licensed products ranging from mid-single digits to low-double digits, subject to
certain specified reductions. Royalties are payable by BMS on a licensed product-by-licensed product and country-by-country basis until the later of the expiration of the last
valid claim of certain specified patent rights covering the licensed product in such country, expiration of all applicable regulatory exclusivities in such country for such licensed
product and the tenth anniversary of the first commercial sale of such licensed product in such country.
The agreement excludes any activities relating to protein-degrader compounds. However, under the terms of the agreement, for a limited period of time after the
execution of the agreement, we and BMS agreed to negotiate a separate definitive agreement pursuant to which we will agree to license to BMS the right to conduct research,
development and commercialization activities with respect to degrader compounds for the targets under the agreement. In August 2021, we and BMS entered into a definitive
agreement to discover, develop and commercialize bifunctional protein degraders consistent with the terms and conditions described in the initial collaboration agreement.
On a target-by-target basis, during the term of the agreement for a given target, we are prohibited from clinically developing or commercializing, ourselves or with a
third party, any nucleic acid, antibody, biologic, compound, small molecule or other molecule, or any product that contains the foregoing, that specifically modulates as its
primary mechanism of action such target, or is designed to specifically modulate such target. Such prohibition encompasses both the initial specified targets listed as of the
effective date of the agreement and those targets on the reserved target list for the limited substitution period.
Unless earlier terminated, the agreement will expire on a licensed product-by-licensed product and country-by-country basis on the expiration of the applicable
royalty term for such licensed product in such country and in its entirety upon expiration of the last royalty term for the last licensed product. Either party may terminate the
agreement earlier upon an uncured material breach of the agreement by the other party on a target-by-target basis, or upon the occurrence of certain events of insolvency of the
other party.
Additionally, BMS may terminate the agreement for any or no reason, in its entirety or on a target-by-target basis, upon specified written notice to us. BMS may also
terminate the agreement on a target-by-target basis for safety reasons. We may terminate the agreement on a target-by-target basis to the extent BMS commences or
participates in challenging certain patents licensed by us to BMS under the agreement.
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In the event that BMS terminates the agreement at will, or if we terminate for a breach, insolvency or patent challenge by BMS, we are entitled to certain reversionary
rights with respect to certain compounds and products for the applicable terminated target(s).
In the event that BMS has the right to terminate the agreement, in whole or with respect to a particular target, upon our uncured material breach or an event of
insolvency with respect to us, then in lieu of so terminating, BMS has the right to elect to the have the agreement continue in full force and effect; provided that all royalties
and milestones thereafter payable by BMS to us with respect to such applicable target(s) shall be reduced by 50%.
License Agreements with Columbia University
We have entered into several license agreements with Columbia University, or the Columbia License Agreements. The Columbia License Agreements establish our
rights and obligations with respect to certain patents, software code, technology, and improvements thereto that we license from Columbia University and that are used in, and
integrated into, our software solutions, and our physics-based computational platform. Our rights and obligations under, and the terms and conditions of, the Columbia License
Agreements that we consider material to the operation of our business are described more fully below.
On November 1, 2008, we entered into an amendment, or the Royalty Amendment, to certain Columbia License Agreements, including each of the agreements
described below. The Royalty Amendment simplified the royalties payable under each agreement on gross revenues generated from the use of any product which contains any
code or software, or is covered by any patent, that we license from Columbia University, or a Licensed Product, in connection with a services agreement. We also pay royalties
under the Columbia License Agreements on gross revenues generated from the sale, licensing or renting of our Licensed Products, which we calculate on a product-by-product
basis. In the event that one or more Licensed Products are sold together with other products for a single aggregate license fee, we have agreed to pay to Columbia University
the applicable royalty on the gross revenues attributable to each Licensed Product based on the relative list prices of each product covered by such license fee.
For a description of the royalties payable by us to Columbia University in connection with our services agreements, see “—Services Royalty Amendment” below.
PS-GVB License Agreement
On May 5, 1994, we entered into a license agreement, or the 1994 Columbia Agreement, with Columbia University, which was amended on September 9, 2004 and
November 1, 2008. The technology licensed under the 1994 Columbia Agreement is incorporated into our Jaguar quantum mechanical program, which we market and
distribute as part of our physics-based computational platform. The 1994 Columbia Agreement grants us a worldwide, exclusive, license to the software code developed by
Columbia University and incorporated into the electronic structure software program PS-GVB v1.0, or the PS-GVB Code, and all improvement to the PS-GVB v1.0 software
program and PS-GVB Code developed by Columbia University, or the PS-GVB Improvements, including all PS-GVB Code and PS-GVB Improvements that are incorporated
into any new products, new releases, and new versions related to the software, or the New PS-GVB Module Code, in each case, to reproduce, use, execute, copy, operate,
sublicense, and distribute in connection with the marketing and sale of our products and services, to develop improvements thereto, and to conduct research and backup
disaster recovery. We may only sublicense the PS-GVB Code, the PS-GVB Improvements, and the New PS-GVB Module Code, or the Licensed PS-GVB Software, to the
extent they are incorporated into a product that is sold directly by us or that is distributed on our behalf. Under the 1994 Columbia Agreement, Columbia University retains the
right to conduct, and to permit other academic and non-profit research institutions to conduct, research using the Licensed PS-GVB Software.
As consideration for entering into the 1994 Columbia Agreement, we have agreed to pay royalties to Columbia University in the low-single digit to low-double digit
percentages based upon the contribution of Columbia University generated code to the applicable PS-GVB v1.0 software program on our, and our affiliates’, gross revenues
from the sale, licensing, or renting of the PS-GVB v1.0 software program, including any improvements and modifications thereto, regardless of whether such improvement or
modification is marketed as a new version, new release, or new product, excluding any sales to Columbia University and any revenue generated under services agreements.
The 1994 Columbia Agreement and the licenses granted thereunder may be terminated by us or Columbia University only upon the other party’s material breach of
the agreement and such party’s failure to cure such breach. Upon
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termination, any third party that has licensed the Licensed PS-GVB Software from us will retain the right to use such software, and we will have the perpetual right to continue
to provide support to any such third parties in connection with their use of such software.
Fast Multipole RESPA License Agreement
On July 15, 1998, we entered into a license agreement, or the 1998 Columbia Agreement, with Columbia University, which was amended on September 4, 2004, and
November 1, 2008. The 1998 Columbia Agreement grants us a worldwide, non-exclusive, license to the Fast Multipole RESPA code developed at Columbia University, or the
RESPA Code, which was incorporated into the IMPACT software program used in our Glide ligand-protein docking program, PrimeX protein modelling program, QSite
QM/MM program, and Combglide automated library generation program, and all improvements to the IMPACT software program, including any new versions and new
releases thereof, that are developed by Columbia University, or the IMPACT Improvements, in each case, to reproduce, use, execute, copy, compile, operate, sublicense, and
distribute in connection with the marketing and sale of our products and services, to develop improvements thereto, and to conduct research and backup disaster recovery. We
may sublicense the RESPA Code and the IMPACT Improvements, or the Licensed IMPACT Software, to the extent it is incorporated into a product that is sold directly by us
or that is distributed on our behalf. Under the 1998 Columbia Agreement, Columbia University retains the right to conduct, and to permit other academic and non-profit
research institutions to conduct, research using the Licensed IMPACT Software.
As consideration for entering into the 1998 Columbia Agreement, we have agreed to pay royalties to Columbia University in the low-single digit to low-double digit
percentages based upon the contribution of Columbia University generated code to the applicable IMPACT software program on our, and our affiliates’, gross revenues from
the sale, licensing, or renting of the IMPACT software program, including any improvements and modifications thereto and any new versions and new releases thereof,
excluding any sales to Columbia University and revenue generated under services agreements.
The 1998 Columbia Agreement and the licenses granted thereunder may be terminated by us or Columbia University only upon the other party’s material breach of
the agreement and such party’s failure to cure such breach. Upon termination, any third party that has licensed software from us subject to the 1998 Columbia Agreement will
retain the right to use such software, and we will have the perpetual right to continue to provide support to any such third parties in connection with their use of such software.
Protein Folding License Agreement
In September 2001, we entered into a license agreement, or the 2001 Columbia Agreement, with Columbia University, which was amended on September 9, 2004 and
November 1, 2008. The technology licensed under the 2001 Columbia Agreement is incorporated into our Prime protein modelling program, which we market and distribute
as part of our physics-based computational platform. The 2001 Columbia Agreement grants us a worldwide, exclusive license to the protein folding code developed by
Columbia University, or the Folding Code; all improvements to the Folding Code and to any of our products, software, or code that incorporates any part of the Folding Code,
including any improvements thereto and new versions or new releases thereof, that are developed by Columbia University, or the Folding Code Improvements; and the issued
patent covering the Folding Code, or the Folding Code Patent, in each case, to reproduce, use, execute, copy, compile, operate, sublicense, and distribute in connection with the
marketing and sale of our products and services, to develop improvements thereto, and to conduct research and backup disaster recovery. We may sublicense the Folding Code,
the Folding Code Improvements and the Folding Code Patent, or the Licensed Folding Code Software, to the extent it is incorporated into a product that is sold directly by us
or that is distributed on our behalf. Under the 2001 Columbia Agreement, Columbia University retains the right to conduct, and to permit other academic and non-profit
research institutions to conduct, research using the Licensed Folding Code Software.
As consideration for entering into the 2001 Columbia Agreement, we paid Columbia University a one-time, nominal license fee. In addition, we have paid royalties to
Columbia University in low-single digit to low-double digit percentages based upon the contribution of Columbia University generated code to the applicable product,
software program, or code on our, and our affiliates’, gross revenues from the sale, licensing, or renting of any commercial product, software program, or code incorporating
the Licensed Folding Code Software, excluding any sales to Columbia University and revenues generated under services agreements. Our obligation to pay any royalty under
the 2001 Columbia Agreement, including any royalty paid pursuant to the Royalty Amendment, terminated with the expiration of the last to expire patent licensed under the
2001 Columbia Agreement in January 2014.
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The 2001 Columbia Agreement and the licenses granted thereunder may be terminated by Columbia University only upon our material breach of the agreement and
our failure to cure such breach. Upon termination, any third party that has licensed software from us subject to the 2001 Columbia Agreement will retain the right to use such
software, and we will have the perpetual right to continue to provide support to any such third parties in connection with their use of such software.
PLOP License Agreement
On June 19, 2003, we entered into a license agreement, or the 2003 Columbia Agreement, with Columbia University, which was amended on November 1, 2008. The
technology licensed under the 2003 Columbia Agreement is incorporated into our Prime and PrimeX protein modelling programs and our Membrane Permeability model,
which we market and distribute as part of our physics-based computational platform. The 2003 Columbia Agreement grants us a worldwide, exclusive license to the protein
local optimization program software code, or the PLOP Code, developed at Columbia University and the University of California and all software code comprising
improvements to the PLOP Code that are developed by Columbia University or the University of California, or the PLOP Improvements, in each case, to reproduce, use,
execute, copy, compile, operate, sublicense, and distribute in connection with the marketing and sale of our products and services, to develop improvements thereto, and to
conduct research and backup disaster recovery. Pursuant to an interinstitutional agreement between Columbia University and the University of California, the University of
California granted Columbia University the sole right to license the PLOP Code and PLOP Improvements and has agreed not to license the PLOP Code or PLOP
Improvements to any third party for as long as the interinstitutional agreement remains in effect. We may sublicense the PLOP Code and PLOP Improvements to the extent
they are incorporated into a product that is sold directly by us or that is distributed on our behalf. We are restricted from distributing the PLOP Code and PLOP Improvements
source code without the prior written consent of Columbia University.
Columbia University and the University of California retain the right to use, and to permit other academic and non-profit research institutions to use, the PLOP Code
and PLOP Improvements for teaching and academic research purposes.
As consideration for entering into the 2003 Columbia Agreement, we paid Columbia University a one-time, nominal license fee. In addition, we have agreed to pay
royalties to Columbia University in low-single digit to low-double digit percentages based upon the contribution of Columbia University generated code to the applicable
product, software program, or code on our, and our affiliates’, gross revenues from the sale, licensing, leasing, or renting any commercial product, software program, or code
incorporating the PLOP Code or any PLOP Improvements, excluding any sales to Columbia University or the University of California and revenues generated under services
agreements. Our obligation to pay any royalty under the 2003 Columbia Agreement, including any royalty paid pursuant to the Royalty Amendment, will terminate on June 19,
2023.
Columbia University is responsible for the copyright registration of the PLOP Code and PLOP Improvements. We are responsible for paying all reasonable copyright
registration and attorney fees in connection with such copyright registrations.
The 2003 Columbia Agreement and the licenses granted thereunder may be terminated by us or Columbia University only upon the other party’s material breach of
the agreement and such party’s failure to cure such breach. Upon termination, any third party that has licensed software from us subject to the 2003 Columbia Agreement will
retain the right to use such software, and we will have the perpetual right to continue to provide support to any such third parties in connection with their use of such software.
Water Site Analysis License
On May 27, 2008, we entered into a software and patent license agreement, or the 2008 Columbia Agreement, with Columbia University, which was amended on
November 1, 2008. The 2008 Columbia Agreement grants us a worldwide license, exclusive in the field of computational chemistry software and related services, to (a) certain
software that implements the water site analysis method, or the Water Site Software; (b) all patent rights covering the Water Site Software, or the Water Site Patents; and (c)
any products that incorporate or include the Water Site Software, or that is covered by the Water Site Patents, or the Water Site Products, in each case, to reproduce, modify,
distribute, and perform and display in connection with the development, marketing, and sale of our products and services, to conduct research using the Water Site Software,
and to conduct backup disaster recovery. Our Water Site Products include our WaterMap Core program, which we market and distribute as part of our physics-based
computational platform. We are restricted from
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distributing the Water Site Software source code without the prior written consent of Columbia University. Under the 2008 Columbia Agreement, Columbia University retains
the right to use, and to permit other entities and individuals to use, the Water Site Software and Water Site Patents for academic and non-commercial educational purposes in
the field of computational chemistry software and related services.
As consideration for entering into the 2008 Columbia Agreement, we paid Columbia University a one-time, nominal license fee. In addition, we have agreed to pay
royalties to Columbia University in low-double digit percentages on our, and our affiliates’, gross revenues from the sale, licensing, leasing, or renting of any Water Site
Product, excluding any sales to Columbia University and revenues generated under services agreement. The royalties under the 2008 Columbia Agreement are paid on a
product-by-product basis and vary based on whether or not the gross revenues are generated in countries of manufacture or sale in which the Water Site Product is covered by a
Water Site Patent. In the event that there are multiple royalties payable on a single product, we are required to (i) pay the higher of the two royalties, if there are no more than
two royalties payable on the particular Water Site Product or (ii) negotiate in good faith with Columbia University on a single royalty, if there are more than two royalties
payable on the particular Water Site Product. In the event that we take action against Columbia University with respect to the validity or enforceability of any Water Site
Patents, excluding any defensive actions or claims, the royalties paid under the 2008 Columbia Agreement will increase by a specified amount. Our obligation to pay any
royalty under the 2008 Columbia Agreement, including any royalty paid pursuant to the Royalty Amendment, will terminate on May 27, 2028.
Columbia University is responsible for the prosecution and maintenance of the Water Site Patents in the jurisdictions that we specify. If we decide to discontinue the
prosecution or maintenance of any Water Site Patent in any jurisdiction, but Columbia University objects to such discontinuation, our license to use such Water Site Patent will
terminate in that jurisdiction; provided that, if we are using the Water Site Patent or Water Site Software in the jurisdiction at issue, Columbia University is obligated to discuss
in good faith whether the licenses should instead be non-exclusive. Columbia University is also responsible for the enforcement of the Water Site Patent at its own expense and
in its sole judgment; provided that, if we provide Columbia University with evidence of infringement of a Water Site Patent by a third party, and Columbia University fails to
take appropriate enforcement action, we may initiate legal proceedings against the alleged infringer. We are responsible for reimbursing Columbia University for their
reasonable expenses in connection with prosecuting and maintaining the Water Site Patents.
Unless terminated earlier, the 2008 Columbia Agreement will expire on a product by product and country by country basis upon the later of (i) the expiration of the
last issued Water Site Patent, (ii) fifteen years from the date of the first commercial sale of a Water Site Product in a given country, and (iii) the expiration of the Water Site
Software copyright. Columbia University may terminate the 2008 Columbia Agreement if we fail to cure a material breach, become subject to a voluntary or involuntary
petition for bankruptcy or any other proceeding relating to insolvency, receivership or liquidation, or initiate any proceeding or assert any claim challenging the validity or
enforceability of the Water Site Patents. Upon termination, any third party that has licensed a Water Site Product from us will retain the right to use such product, subject to the
terms of their existing license agreement with us, and we will have the right to continue to provide support to any such third parties for the duration of their license agreement.
Services Royalty Amendment
On November 1, 2008, we entered into the Royalty Amendment with Columbia University, which amended and simplified our royalty obligations under each of the
Columbia License Agreements described in each of the foregoing sections. Pursuant to the Royalty Amendment, we have agreed to pay royalties to Columbia University in
mid-single digit percentages on the service fees generated from services (excluding certain gross revenue, including revenue generated under agreements with Columbia
University) that we, or our affiliates, perform using one or more Licensed Products under an agreement with a third party. Upon termination of any of the Columbia License
Agreements for any reason other than our material breach, we will have the right to continue to use the Licensed Products to provide services under existing third-party service
agreements, until the expiration or termination of such agreements.
Intellectual Property
We strive to protect and enhance the proprietary technology, inventions, and improvements that are commercially important to the development of our business,
including by seeking, maintaining, and defending patent rights, whether developed internally or jointly, or licensed from third parties. We also rely on trade secrets, know-how,
continuing technological innovation, collaboration opportunities, and in-licensing opportunities to develop, strengthen, and maintain our proprietary position in our field.
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It is important to our future commercial success to obtain and maintain patent and other proprietary protection for commercially important technology, inventions, and
know-how related to our business; defend and enforce our intellectual property rights, in particular our patent, trademark, and copyright rights; preserve the confidentiality of
our trade secrets; and operate without infringing, misappropriating, or violating the valid and enforceable patents and proprietary rights of third parties. Our ability to stop third
parties from making, using, selling, offering to sell, or importing any products we develop may depend on the extent to which we have rights under valid and enforceable
patents or trade secrets that cover these activities.
The patent positions of companies like ours are generally uncertain and can involve complex legal, scientific, and factual issues. We cannot predict whether the patent
applications we are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient proprietary
protection from competitors. We also cannot ensure that patents will issue with respect to any patent applications that we or our licensors may file in the future, nor can we
ensure that any of our owned or licensed patents or future patents will be commercially useful in protecting our software, technology, computational platform, and any product
candidates we develop. In addition, the coverage claimed in a patent application may be significantly reduced before a patent is issued, and its scope can be reinterpreted and
even challenged after issuance. As a result, we cannot guarantee that any products we develop will be protected or remain protectable by enforceable patents. Moreover, any
patents that we hold or may hold may be challenged, circumvented or invalidated by third parties. See “Risk Factors—Risks Related to Our Intellectual Property” for a more
comprehensive description of risks related to our intellectual property.
Our strategy is to file patent applications directed to our key software and our key programs in an effort to secure our intellectual property positions vis-a-vis this
software and these programs. The patent portfolio for our software business includes at least 12 published patent families. As of February 6, 2023, we owned or held exclusive
license rights to approximately 37 patents and patent applications, including at least 12 issued or allowed U.S. cases, five pending U.S. non-provisional patent applications, 11
issued or allowed non-U.S. cases, including six granted European patents which have been validated among multiple individual European Patent Convention nations and five
non-European patents, and nine pending foreign patent applications relating to our computational platform. While we believe that the specific and generic claims contained in
our wholly-owned and licensed pending U.S. and non-U.S. applications provide protection for various aspects of our computational platform, third parties may nevertheless
challenge such claims. Any patents that are issued or that may issue from these families are expected to expire between 2026 and 2038, absent any adjustments or extensions.
As of February 6, 2023, there were seven published patent families related to our proprietary drug discovery business, and several of our drug discovery collaborators
have filed patent applications related to our collaborations that include employees of ours as inventors, including over 100 compound patents and patent applications since
2010. We do not own any intellectual property rights related to these inventions. As of February 6, 2023, there are seven pending wholly-owned provisional applications, six
pending international patent applications, three pending U.S. non-provisional patent applications, and 27 pending non-U.S. patent applications related to our proprietary drug
discovery business.
Prosecution is a lengthy process, during which the scope of the claims initially submitted for examination by the U.S. Patent and Trademark Office may be
significantly narrowed before issuance, if issued at all. We expect this may be the case with respect to some of our pending patent applications.
The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In most countries in which we file, the patent
term is 20 years from the earliest date of filing a non-provisional patent application, absent any adjustments or extensions.
In addition, in the United States, the term of a patent covering an FDA-approved drug may, in certain cases, be eligible for a patent term extension under the Drug
Price Competition and Patent Term Restoration Act of 1984 as compensation for the loss of patent term during the FDA regulatory review process. The period of extension
may be up to five years, but cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval. Only one patent among those eligible
for an extension and only those claims covering the approved drug, a method for using it, or a method for manufacturing it may be extended. Similar provisions are available
in Europe and in certain other jurisdictions to extend the term of a patent that covers an approved drug. It is possible that issued U.S. patents we may obtain in the future may
be entitled to patent term extensions. If our use of product candidates or the product candidate itself receive FDA approval, we intend to apply for patent term extensions, if
available, to extend the term of patents that cover the approved use or product candidate. We also intend to seek patent term extensions in any jurisdictions where available,
however, there is no guarantee that the applicable authorities, including the FDA, will agree with our assessment of whether such extensions should be granted, and even if
granted, the length of such extensions.
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In addition to patent protection, as of February 6, 2023, we had approximately 53 copyright registrations covering our proprietary software code, and we rely upon
unpatented trade secrets and confidential know-how and continuing technological innovation to develop and maintain our competitive position. However, trade secrets and
confidential know-how are difficult to protect. We seek to protect our proprietary information, in part, using confidentiality agreements with any collaborators, scientific
advisors, service providers, employees, and consultants and invention assignment agreements with our employees. We also have agreements requiring assignment of
inventions with selected consultants, scientific advisors, and collaborators. These agreements may not provide meaningful protection. These agreements may also be breached,
and we may not have an adequate remedy for any such breach. In addition, our trade secrets and/or confidential know-how may become known or be independently developed
by a third party, or misused by any collaborator to whom we disclose such information. Despite any measures taken to protect our intellectual property, unauthorized parties
may attempt to copy aspects of our products or to obtain or use information that we regard as proprietary. Although we take steps to protect our proprietary information, third
parties may independently develop the same or similar proprietary information or may otherwise gain access to our proprietary information. As a result, we may be unable to
meaningfully protect our trade secrets and proprietary information. See “Risk Factors—Risks Related to Our Intellectual Property” for a more comprehensive description of
risks related to our intellectual property.
We also own numerous trademarks registered in the United States and foreign jurisdictions, including “Schrödinger” and “LiveDesign”. We pursue additional
trademark registrations to the extent we believe doing so would be beneficial to our competitive position.
Sales and Marketing
Software Business
We commercialize our software solutions in various jurisdictions around the world through our software sales organization. We have sales operations in the United
States, Europe, Japan, India, and South Korea and we also have established distribution channels in other important markets, including China. These efforts are led by our
approximately 230 person global team of sales, technical, and scientific personnel. Our marketing strategy leverages our strong base of scientific publications to support the
continued growth of our computational platform into computational chemistry markets across industries and academia worldwide.
Drug Discovery Business
We have not established a commercial organization or developed distribution capabilities given the current stage of development of our wholly-owned drug discovery
programs. We plan to enter into agreements with biopharmaceutical companies that contribute to our ability to efficiently advance development candidates that we discover
internally using our computational platform through to commercialization. We expect to utilize a variety of types of collaboration, distribution, and other arrangements with
one or more of these third parties to develop and ultimately commercialize our development candidates. Over time, we may also create a commercial organization for drug
product sales if and as we advance the development of any product candidates that we determine to commercialize ourselves.
Manufacturing
We do not own or operate manufacturing facilities for the production of any product candidates, nor do we have plans to develop our own manufacturing operations.
We rely and expect to continue to rely on third-party contract manufacturers for all of our required raw materials, drug substance, and finished drug product for the preclinical
and clinical development of any development candidates we develop ourselves.
Government Regulation and Product Approvals
Government authorities in the United States at the federal, state and local level, and in other countries and jurisdictions, including the European Union, extensively
regulate, among other things, the research, development, testing, manufacture, pricing, reimbursement, quality control, approval, packaging, storage, recordkeeping, labeling,
advertising, promotion, distribution, marketing, post-approval monitoring and reporting, and import and export of biopharmaceutical products. The processes for obtaining
marketing approvals in the United States and in foreign countries and jurisdictions, along with compliance with applicable statutes and regulations and other regulatory
authorities, require the expenditure of substantial time and financial resources.
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Approval and Regulation of Drugs in the United States
In the United States, drug products are approved and regulated under the Federal Food, Drug and Cosmetic Act, or FDCA, and applicable implementing regulations
and guidance. A company, institution, or organization which takes responsibility for the initiation and management of a clinical development program for such products, and
for their regulatory approval, is typically referred to as a sponsor. The failure of a sponsor to comply with the applicable regulatory requirements at any time during the product
development process, including non-clinical testing, clinical testing, the approval process or post-approval process, may result in delays to the conduct of a study, regulatory
review and approval, and/or administrative or judicial sanctions.
A sponsor seeking approval to market and distribute a new drug in the United States generally must satisfactorily complete each of the following steps before the
product candidate will be approved by the FDA:
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preclinical testing including laboratory tests, animal studies, and formulation studies, which must be performed in accordance with the FDA’s good laboratory
practice, or GLP, regulations and standards;
design of a clinical protocol and submission to the FDA of an IND for human clinical testing, which must become effective before human clinical trials may
begin;
approval by an independent institutional review board, or IRB, representing each clinical site before each clinical trial may be initiated;
performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the product candidate for each proposed indication, in
accordance with current good clinical practices, or GCP;
preparation and submission to the FDA of a new drug application, or NDA, for a drug product which includes not only the results of the clinical trials, but also
detailed information on the chemistry, manufacture and quality controls for the product candidate and proposed labeling for one or more proposed
indication(s);
review of the product candidate by an FDA advisory committee, where appropriate or if applicable;
satisfactory completion of an FDA inspection of the manufacturing facility or facilities, including those of third parties, at which the product candidate or
components thereof are manufactured to assess compliance with current good manufacturing practices, or cGMP, requirements and to assure that the facilities,
methods, and controls are adequate to preserve the product’s identity, strength, quality, and purity;
satisfactory completion of any FDA audits of the non-clinical and clinical trial sites to assure compliance with GCP and the integrity of clinical data in support
of the NDA;
payment of user fees and securing FDA approval of the NDA to allow marketing of the new drug product; and
compliance with any post-approval requirements, including the potential requirement to implement a Risk Evaluation and Mitigation Strategy, or REMS, and
the potential requirement to conduct any post- approval studies required by the FDA.
Preclinical Studies
Before a sponsor begins testing a product candidate with potential therapeutic value in humans, the product candidate enters the preclinical testing stage, including in
vitro and animal studies to assess the safety and activity of the drug for initial testing in humans and to establish a rationale for therapeutic use. Preclinical tests include
laboratory evaluations of product chemistry, formulation, and stability, as well as other studies to evaluate, among other things, the toxicity of the product candidate. These
studies are generally referred to as IND-enabling studies.
The conduct of the preclinical tests and formulation of the compounds for testing must comply with federal regulations and requirements, including GLP regulations
and standards and the United States Department of Agriculture’s Animal Welfare Act, if applicable. The results of the preclinical tests, together with manufacturing
information, analytical data, any available clinical data or literature and plans for clinical trials, among other things, are submitted to the FDA as part of an IND. Some long-
term preclinical testing, such as animal tests of reproductive adverse events and carcinogenicity and long-term toxicity studies may continue after the IND is submitted.
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The IND and IRB Processes
Clinical trials involve the administration of the investigational product to human subjects under the supervision of qualified investigators in accordance with GCP
requirements, which include, among other things, the requirement that all research subjects provide their voluntary informed consent in writing before their participation in any
clinical trial. Clinical trials are conducted under written study protocols detailing, among other things, the inclusion and exclusion criteria, the objectives of the study, the
parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A protocol for each clinical trial and any subsequent protocol amendments must be
submitted to the FDA as part of the IND.
An IND is an exemption from the FDCA that allows an unapproved product candidate to be shipped in interstate commerce for use in an investigational clinical trial
and a request for FDA authorization to administer such investigational product to humans. Such authorization must be secured prior to interstate shipment and administration
of any product candidate that is not the subject of an approved NDA. In support of a request for an IND, sponsors must submit a protocol for each clinical trial, and any
subsequent protocol amendments must be submitted to the FDA as part of the IND. The FDA requires a 30-day waiting period after the filing of each IND before clinical trials
may begin. This waiting period is designed to allow the FDA to review the IND to determine whether human research subjects will be exposed to unreasonable health risks. At
any time during this 30-day period, the FDA may raise concerns or questions about the conduct of the trials as outlined in the IND and impose a clinical hold or partial clinical
hold. In these cases, the IND sponsor and the FDA must resolve any outstanding concerns before clinical trials, or parts of the trial, can begin.
Following commencement of a clinical trial under an IND, the FDA may also place a clinical hold or partial clinical hold on that trial. Clinical holds are imposed by
the FDA whenever there is concern for patient safety and may be a result of new data, findings, or developments in clinical, nonclinical, and/or chemistry, manufacturing, and
controls, or CMC. A clinical hold is an order issued by the FDA to the sponsor to delay a proposed clinical investigation or to suspend an ongoing investigation. A partial
clinical hold is a delay or suspension of only part of the clinical work requested under the IND. For example, a specific protocol or part of a protocol may not be allowed to
proceed, while other protocols may be allowed. No more than 30 days after imposition of a clinical hold or partial clinical hold, the FDA will provide the sponsor a written
explanation of the basis for the hold.
Following issuance of a clinical hold or partial clinical hold, a clinical trial may only resume after the FDA has so notified the sponsor. The FDA will base that
determination on information provided by the sponsor correcting the deficiencies previously cited or otherwise satisfying the FDA that the clinical trial can proceed.
A sponsor may choose, but is not required, to conduct a foreign clinical study under an IND. When a foreign clinical study is conducted under an IND, all FDA IND
requirements must be met unless waived. When a foreign clinical study is not conducted under an IND, the sponsor must ensure that such studies are conducted in accordance
with GCP, including review and approval by an independent ethics committee, or IEC, and informed consent from subjects, if the data from such a foreign study is to be used
in support of a marketing application.
In addition to the foregoing IND requirements, an IRB representing each institution participating in the clinical trial must review and approve the plan for any clinical
trial before it commences at that institution, and the IRB must conduct continuing review and reapprove the study at least annually. The IRB must review and approve, among
other things, the study protocol and informed consent information to be provided to study subjects. An IRB must operate in compliance with FDA regulations. An IRB can
suspend or terminate approval of a clinical trial at its institution, or an institution it represents, if the clinical trial is not being conducted in accordance with the IRB’s
requirements or if the product candidate has been associated with unexpected serious harm to patients.
Additionally, some trials are overseen by an independent group of qualified experts organized by the trial sponsor, known as a data safety monitoring board or
committee. This group provides authorization as to whether or not a trial may move forward at designated check points based on access that only the group maintains to
available data from the study. Suspension or termination of development during any phase of clinical trials can occur if it is determined that the participants or patients are
being exposed to an unacceptable health risk. Other reasons for suspension or termination may be made by us based on evolving business objectives and/or the competitive
environment.
Expanded Access
Expanded access, sometimes called “compassionate use,” is the use of investigational new products outside of clinical trials to treat patients with serious or
immediately life-threatening diseases or conditions when there are no comparable or satisfactory alternative treatment options. The rules and regulations related to expanded
access are intended
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to improve access to investigational products for patients who may benefit from investigational therapies. FDA regulations allow access to investigational products under an
IND by the company or the treating physician for treatment purposes on a case-by-case basis for: individual patients (single-patient IND applications for treatment in
emergency settings and non-emergency settings); intermediate-size patient populations; and larger populations for use of the investigational product under a treatment protocol
or Treatment IND Application.
When considering an IND application for expanded access to an investigational product with the purpose of treating a patient or a group of patients, the sponsor and
treating physicians or investigators will determine suitability when all of the following criteria apply: patient(s) have a serious or immediately life-threatening disease or
condition, and there is no comparable or satisfactory alternative therapy to diagnose, monitor, or treat the disease or condition; the potential patient benefit justifies the
potential risks of the treatment and the potential risks are not unreasonable in the context or condition to be treated; and the expanded use of the investigational product for the
requested treatment will not interfere with the initiation, conduct or completion of clinical investigations that could support marketing approval of the product or otherwise
compromise the potential development of the product.
There is no obligation for a sponsor to make its investigational products available for expanded access; however, as required by amendments to the FDCA included in
the 21st Century Cures Act passed in 2016, if a sponsor has a policy regarding how it responds to expanded access requests with respect to product candidates in development
to treat serious diseases or conditions, it must make that policy publicly available. Sponsors are required to make such policies publicly available upon the earlier of initiation
of a Phase 2 or Phase 3 trial for a covered investigational product; or 15 days after the investigational product receives designation from the FDA as a breakthrough therapy,
fast track product, or regenerative medicine advanced therapy.
Human Clinical Trials in Support of an NDA
Clinical trials involve the administration of the investigational product candidate to human subjects under the supervision of a qualified investigator in accordance
with GCP requirements, which include, among other things, the requirement that all research subjects provide their informed consent in writing before their participation in
any clinical trial. Clinical trials are conducted under written clinical trial protocols detailing, among other things, the objectives of the study, inclusion and exclusion criteria,
the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated.
Human clinical trials are typically conducted in three sequential phases, but the phases may overlap or be combined. Additional studies may also be required after
approval.
Phase 1 clinical trials are initially conducted in a limited population to test the product candidate for safety, including adverse effects, dose tolerance, absorption,
metabolism, distribution, excretion, and pharmacodynamics in healthy humans or in patients. During Phase 1 clinical trials, information about the investigational drug
product’s pharmacokinetics and pharmacological effects may be obtained to permit the design of well-controlled and scientifically valid Phase 2 clinical trials.
Phase 2 clinical trials are generally conducted in a limited patient population to identify possible adverse effects and safety risks, evaluate the efficacy of the product
candidate for specific targeted indications and determine dose tolerance and optimal dosage. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain
information prior to beginning larger and more costly Phase 3 clinical trials. Phase 2 clinical trials are well controlled, closely monitored and conducted in a limited patient
population. A Phase 2 trial may be further subdivided to Phase 2a and Phase 2b trials. A Phase 2a trial is typically an exploratory (non-pivotal) study that has clinical efficacy,
pharmacodynamics, or biological activity as the primary endpoint. A Phase 2b trial is a definite dose range finding study with efficacy as the primary endpoint.
Phase 3 clinical trials proceed if the Phase 2 clinical trials demonstrate that a dose range of the product candidate is potentially effective and has an acceptable safety
profile. Phase 3 clinical trials are undertaken within an expanded patient population to further evaluate dosage, provide substantial evidence of clinical efficacy, and further test
for safety in an expanded and diverse patient population at multiple, geographically dispersed clinical trial sites. A well-controlled, statistically robust Phase 3 clinical trial may
be designed to deliver the data that regulatory authorities will use to decide whether or not to approve, and, if approved, how to appropriately label a drug. Such Phase 3
studies are referred to as “pivotal.”
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A clinical trial may combine the elements of more than one phase and the FDA often requires more than one Phase 3 trial to support marketing approval of a product
candidate. A company’s designation of a clinical trial as being of a particular phase is not necessarily indicative that the study will be sufficient to satisfy the FDA
requirements of that phase because this determination cannot be made until the protocol and data have been submitted to and reviewed by the FDA. Generally, pivotal trials are
Phase 3 trials, but they may be Phase 2 trials if the design provides a well-controlled and reliable assessment of clinical benefit, particularly in an area of unmet medical need.
In December 2022, with the passage of Food and Drug Omnibus Reform Act, or FDORA, Congress required sponsors to develop and submit a diversity action plan
for each phase 3 clinical trial or any other “pivotal study” of a new drug or biological product. These plans are meant to encourage the enrollment of more diverse patient
populations in late-stage clinical trials of FDA-regulated products. Specifically, action plans must include the sponsor’s goals for enrollment, the underlying rationale for those
goals, and an explanation of how the sponsor intends to meet them. In addition to these requirements, the legislation directs the FDA to issue new guidance on diversity action
plans.
In some cases, the FDA may approve an NDA for a product candidate but require the sponsor to conduct additional clinical trials to further assess the product
candidate’s safety and effectiveness after approval. Such post-approval trials are typically referred to as Phase 4 clinical trials. These studies are used to gain additional
experience from the treatment of a larger number of patients in the intended treatment group and to further document a clinical benefit in the case of drugs approved under
Accelerated Approval regulations. Failure to exhibit due diligence with regard to conducting Phase 4 clinical trials could result in withdrawal of approval for products.
Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and more frequently if serious adverse events occur. In
addition, IND safety reports must be submitted to the FDA for any of the following: serious and unexpected suspected adverse reactions; findings from other studies or animal
or in vitro testing that suggest a significant risk in humans exposed to the product; and any clinically important increase in the case of a serious suspected adverse reaction over
that listed in the protocol or investigator brochure. Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, or at all. The
FDA will typically inspect one or more clinical sites to assure compliance with GCP and the integrity of the clinical data submitted.
In March 2022, the FDA released a final guidance entitled “Expansion Cohorts: Use in First-In-Human Clinical Trials to Expedite Development of Oncology Drugs
and Biologics,” which outlines how sponsors can utilize an adaptive trial design in the early stages of oncology product development (i.e., the first-in-human clinical trial) to
compress the traditional three phases of trials into one continuous trial called an expansion cohort trial. Information to support the design of individual expansion cohorts are
included in IND applications and assessed by FDA. Expansion cohort trials can potentially bring efficiency to product development and reduce developmental costs and time.
Sponsors of clinical trials are required to register and disclose certain clinical trial information on a public registry (clinicaltrials.gov) maintained by the U.S. National
Institutes of Health. In particular, information related to the product, patient population, phase of investigation, study sites and investigators and other aspects of the clinical
trial is made public as part of the registration of the clinical trial. The failure to submit clinical trial information to clinicaltrials.gov, as required, is a prohibited act under the
FDCA with violations subject to potential civil monetary penalties of up to $10,000 for each day the violation continues. Although the FDA has historically not enforced these
reporting requirements due to HHS’s long delay in issuing final implementing regulations, those regulations have now been issued and the FDA has issued several Notices of
Noncompliance to manufacturers since April 2021.
Concurrent with clinical trials, companies often complete additional animal studies. They must also develop additional information about the chemistry and physical
characteristics of the drug as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing
process must be capable of consistently producing quality batches of the drug candidate and, among other things, must develop methods for testing the identity, strength,
quality, purity, and potency of the final drug. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the
drug candidate does not undergo unacceptable deterioration over its shelf life.
Pediatric Studies
Under the Pediatric Research Equity Act, or PREA, applications and certain types of supplements to applications must contain data that are adequate to assess the
safety and effectiveness of the product for the claimed indications in all relevant pediatric subpopulations, and to support dosing and administration for each pediatric
subpopulation for which the
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product is safe and effective. The sponsor must submit an initial Pediatric Study Plan within 60 days of an end-of-phase 2 meeting or as may be agreed between the sponsor
and the FDA. Those plans must contain an outline of the proposed pediatric study or studies the sponsor plans to conduct, including study objectives and design, age groups,
relevant endpoints and statistical approach, or a justification for not including such detailed information, and any request for a deferral of pediatric assessments or a full or
partial waiver of the requirement to provide data from pediatric studies along with supporting information.
The FDA may, on its own initiative or at the request of the sponsor, grant deferrals for submission of some or all pediatric data until after approval of the product for
use in adults, or full or partial waivers from the pediatric data requirements. A deferral may be granted for several reasons, including a finding that the product or therapeutic
candidate is ready for approval for use in adults before pediatric trials are complete or that additional safety or effectiveness data needs to be collected before the pediatric trials
begin. Pursuant to the Food and Drug Administration Safety and Innovation Act of 2012, or FDASIA, the FDA must send a PREA Non-Compliance letter to sponsors who
have failed to submit their pediatric assessments required under PREA, have failed to seek or obtain a deferral or deferral extension or have failed to request approval for a
required pediatric formulation. FDASIA further requires the FDA to publicly post the PREA Non-Compliance letter and sponsor’s response.
Expedited Review Programs
The FDA is authorized to expedite the review of applications in several ways. None of these expedited programs changes the standards for approval but they may help
expedite the development or approval process of product candidates.
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Fast Track designation. The sponsor of a product candidate may request the FDA to designate the product for a specific indication as a Fast Track product
concurrent with or after the filing of the IND. Candidate products are eligible for Fast Track designation if they are intended to treat a serious or life-threatening
condition and demonstrate the potential to address unmet medical needs for the condition. In addition to other benefits, such as the ability to have greater
interactions with the FDA, the FDA may initiate review of sections of a Fast Track application before the application is complete, a process known as rolling
review.
Breakthrough therapy designation. To qualify for the breakthrough therapy program, product candidates must be intended to treat a serious or life-threatening
disease or condition and preliminary clinical evidence must indicate that such product candidates may demonstrate substantial improvement on one or more
clinically significant endpoints over existing therapies. The FDA will seek to ensure the sponsor of a breakthrough therapy product candidate receives intensive
guidance on an efficient development program, intensive involvement of senior managers and experienced staff on a proactive, collaborative and cross-
disciplinary review and rolling review.
Priority review. A product candidate is eligible for priority review if it treats a serious condition and, if approved, it would be a significant improvement in the
safety or effectiveness of the treatment, diagnosis or prevention compared to marketed products. FDA aims to complete its review of priority review
applications within six months as opposed to 10 months for standard review.
Accelerated approval. Drug products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful
therapeutic benefit over existing treatments may receive accelerated approval. Accelerated approval means that a product candidate may be approved on the
basis of adequate and well controlled clinical trials establishing that the product candidate has an effect on a surrogate endpoint that is reasonably likely to
predict a clinical benefit, or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity or mortality or other clinical benefit,
taking into account the severity, rarity and prevalence of the condition and the availability or lack of alternative treatments. As a condition of approval, the
FDA may require that a sponsor of a drug product candidate receiving accelerated approval perform adequate and well controlled post-marketing clinical trials.
In addition, the FDA currently requires as a condition for accelerated approval pre-approval of promotional materials.
With passage of FDORA in December 2022, Congress modified certain provisions governing accelerated approval of drug and biologic products. Specifically,
the new legislation authorized the FDA to: require a sponsor to have its confirmatory clinical trial underway before accelerated approval is awarded, require a
sponsor of a product granted accelerated approval to submit progress reports on its post-approval studies to FDA every six months (until the study is
completed; and use expedited procedures to withdraw accelerated approval of an NDA or BLA after the confirmatory trial fails to verify the product’s clinical
benefit.
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Further, FDORA requires the agency to publish on its website “the rationale for why a post-approval study is not appropriate or necessary” whenever it decides
not to require such a study upon granting accelerated approval.
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Regenerative advanced therapy. With passage of the 21st Century Cures Act, or the Cures Act, in December 2016, Congress authorized the FDA to accelerate
review and approval of products designated as regenerative advanced therapies. A product is eligible for this designation if it is a regenerative medicine therapy
that is intended to treat, modify, reverse or cure a serious or life-threatening disease or condition and preliminary clinical evidence indicates that the product
candidate has the potential to address unmet medical needs for such disease or condition. The benefits of a regenerative advanced therapy designation include
early interactions with the FDA to expedite development and review, benefits available to breakthrough therapies, potential eligibility for priority review and
accelerated approval based on surrogate or intermediate endpoints.
Filing and Review of an NDA
In order to obtain approval to market a drug product in the United States, a NDA must be submitted to the FDA that provides sufficient data establishing the safety
and efficacy of the proposed drug product for its intended indication. The application includes all relevant data available from pertinent preclinical and clinical trials, including
negative or ambiguous results as well as positive findings, together with detailed information relating to the product’s chemistry, manufacturing, controls, and proposed
labeling, among other things. Data can come from company-sponsored clinical trials intended to test the safety and effectiveness of a use of a product, or from a number of
alternative sources, including studies initiated by independent investigators. To support marketing approval, the data submitted must be sufficient in quality and quantity to
establish the safety and efficacy of the drug product to the satisfaction of the FDA.
The NDA is a vehicle through which sponsors formally propose that the FDA approve a new product for marketing and sale in the United States for one or more
indications. Every new drug product candidate must be the subject of an approved NDA before it may be commercialized in the United States. Biologic License Applications,
or BLAs, are submitted for licensure of biologic products under the Public Health Service Act. Under federal law, the submission of most NDAs is subject to an application
user fee. The sponsor of an approved NDA is also subject to an annual program fee. Certain exceptions and waivers are available for some of these fees, such as an exception
from the application fee for products with orphan designation, an exception from the program fee when the program does not engage in manufacturing the drug during a
particular fiscal year and a waiver for certain small businesses.
The FDA conducts a preliminary review of the application within 60 calendar days of its receipt, and must inform the sponsor within that period of time whether the
application is sufficiently complete to permit substantive review. In the event that FDA determines that an application does not satisfy this standard, it will issue a Refuse to
File, or RTF, determination to the sponsor. The FDA may request additional information rather than accept the application for filing and, the application may be resubmitted
with the additional information. The resubmitted application is also subject to review before the FDA accepts it for filing.
Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The FDA has agreed to specified performance goals in the review process
of NDAs. Under that agreement, 90% of applications seeking approval of New Molecular Entities, or NMEs, are meant to be reviewed within ten months from the date on
which the FDA accepts the application for filing, and 90% of applications for NMEs that have been designated for Priority Review are meant to be reviewed within six months
of the filing date. For applications seeking approval of products that are not NMEs, the ten-month and six-month review periods run from the date that the FDA receives the
application. The review process and the Prescription Drug User Fee Act, or PDUFA, goal date may be extended by the FDA for three additional months to consider new
information or clarification provided by the sponsor to address an outstanding deficiency identified by the FDA following the original submission.
In connection with its review of an application, the FDA typically will inspect the facility or facilities where the product is being or will be manufactured. These pre-
approval inspections may cover all facilities associated with an NDA submission, including component manufacturing, finished product manufacturing, and control testing
laboratories. The PREVENT Pandemics Act, which was enacted in December 2022, clarifies that foreign drug manufacturing establishments are subject to registration and
listing requirements even if a drug or biologic undergoes further manufacture, preparation, propagation, compounding, or processing at a separate establishment outside the
United States prior to being imported or offered for import into the United States. The FDA will not approve an application unless it determines that the
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manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications.
Additionally, before approving an NDA, the FDA will typically inspect one or more clinical sites to assure compliance with GCP and the integrity of the data in the
application. With passage of FDORA, Congress clarified FDA’s authority to conduct inspections by expressly permitting inspection of facilities involved in the preparation,
conduct, or analysis of clinical and non-clinical studies submitted to FDA as well as other persons holding study records or involved in the study process.
In addition, as a condition of approval, the FDA may require a sponsor to develop a REMS. A REMS uses risk-minimization strategies beyond the professional
labeling to ensure that the benefits of the product outweigh the potential risks. To determine whether a REMS is needed, the FDA will consider the size of the population likely
to use the product, the seriousness of the disease, the expected benefit of the product, the expected duration of treatment, the seriousness of known or potential adverse events,
and whether the product is a new molecular entity.
The FDA may also refer an application for a novel product to an advisory committee or explain why such referral was not made. Typically, an advisory committee is a
panel of independent experts, including clinicians and other scientific experts, that review, evaluate and provide a recommendation as to whether the application should be
approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but the FDA considers such recommendations carefully when
making decisions.
The FDA’s Decision on an NDA
The FDA reviews an application to determine, among other things, whether the product is safe and whether it is effective for its intended use(s), with the latter
determination being made on the basis of substantial evidence. The FDA has interpreted this evidentiary standard to require at least two adequate and well-controlled clinical
investigations to establish effectiveness of a new product. Under certain circumstances, however, the FDA has indicated that a single trial with certain characteristics and
additional information may satisfy this standard. Ultimately, the FDA will determine whether the expected benefits of the drug product outweigh its potential risks to patients,
and the agency will issue either a complete response letter, or CRL, or an approval letter.
A CRL indicates that the review cycle of the application is complete, and the application will not be approved in its present form. A CRL generally outlines the
deficiencies in the submission and may require substantial additional testing or information in order for the FDA to reconsider the application. The CRL may require additional
clinical or other data, additional pivotal Phase 3 clinical trials and/or other significant and time-consuming requirements related to clinical trials, preclinical studies or
manufacturing. If a CRL is issued, the sponsor will have one year to respond to the deficiencies identified by the FDA, at which time the FDA can deem the application
withdrawn or, in its discretion, grant the sponsor an additional six-month extension to respond. For those seeking to challenge FDA’s CRL decision, the FDA has indicated that
sponsors may request a formal hearing on the CRL or they may file a request for reconsideration or a request for a formal dispute resolution.
If the FDA approves a new product, it may limit the approved indications for use of the product, require that contraindications, warnings, or precautions be included
in the product labeling, or require that post-approval studies, including Phase 4 clinical trials, be conducted to further assess the drug’s safety after approval. The agency may
also require testing and surveillance programs to monitor the product after commercialization, or impose other conditions, including distribution restrictions or other risk
management mechanisms, including a REMS, to help ensure that the benefits of the product outweigh the potential risks. REMS programs can include medication guides,
communication plans for health care professionals, and elements to assure safe use, or ETASU. ETASU can include, but are not limited to, special training or certification for
prescribing or dispensing, dispensing only under certain circumstances, special monitoring, and the use of patent registries. The FDA may prevent or limit further marketing of
a product based on the results of post-market studies or surveillance programs. The FDA may require a REMS before or after approval if it becomes aware of a serious risk
associated with use of the product. The requirement for a REMS can materially affect the potential market and profitability of a product. After approval, many types of changes
to the approved product, such as adding new indications, changing manufacturing processes, and adding labeling claims, are subject to further testing requirements and FDA
review and approval.
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Post-Approval Requirements
Following approval of a new prescription product, the manufacturer, the approved product and the product’s manufacturing locations are subject to pervasive and
continuing regulation by the FDA, governing, among other things, monitoring and record-keeping activities, reporting of adverse experiences with the product and product
problems to the FDA, product sampling and distribution, manufacturing and promotion and advertising. Although physicians may prescribe legally available products for
unapproved uses or patient populations (i.e., “off-label uses”), manufacturers may not market or promote such uses. The FDA and other agencies actively enforce the laws and
regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability. In
September 2021, the FDA published final regulations which describe the types of evidence that the agency will consider in determining the intended use of a drug product.
It may be permissible, under very specific, narrow conditions, for a manufacturer to engage in nonpromotional, non-misleading communication regarding off-label
information, such as distributing scientific or medical journal information. Moreover, with passage of the Pre-Approval Information Exchange Act, or PIE Act, in December
2022, sponsors of products that have not been approved may proactively communicate to payors certain information about products in development to help expedite patient
access upon product approval. Previously, such communications were permitted under FDA guidance but the new legislation explicitly provides protection to sponsors who
convey certain information about products in development to payors, including unapproved uses of approved products.
If a company is found to have promoted off-label uses, it may become subject to administrative and judicial enforcement by the FDA, the Department of Justice, or
the Office of the Inspector General of the Department of Health and Human Services, as well as state authorities. This could subject a company to a range of penalties that
could have a significant commercial impact, including civil and criminal fines and agreements that materially restrict the manner in which a company promotes or distributes
products, as well as adverse public relations and reputational harm. The federal government has levied large civil and criminal fines against companies for alleged improper
promotion, and has also requested that companies enter into consent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed.
Patent Term Restoration and Extension
A patent claiming a new drug product may be eligible for a limited patent term extension under the Hatch- Waxman Act, which permits a patent restoration of up to
five years for patent term lost during the FDA regulatory review. The restoration period granted on a patent covering a product is typically one-half the time between the
effective date of the IND and the submission date of an application, plus the time between the submission date of an application and the ultimate approval date. Patent term
restoration cannot be used to extend the remaining term of a patent past a total of 14 years from the product’s approval date. Only one patent applicable to an approved product
is eligible for the extension, and only those claims covering the approved product, a method for using it, or a method for manufacturing it, may be extended. Additionally, the
application for the extension must be submitted prior to the expiration of the patent in question. A patent that covers multiple products for which approval is sought can only be
extended in connection with one of the approvals. The United States Patent and Trademark Office reviews and approves the application for any patent term extension or
restoration in consultation with the FDA.
Healthcare Compliance
In the United States, biopharmaceutical manufacturers and their products are subject to extensive regulation at the federal and state level, such as laws intended to
prevent fraud and abuse in the healthcare industry. Healthcare providers and third-party payors play a primary role in the recommendation and prescription of pharmaceutical
products that are granted marketing approval. Arrangements with providers, consultants, third-party payors, and customers are subject to broadly applicable fraud and abuse,
anti-kickback, false claims laws, reporting of payments to healthcare providers and patient privacy laws and regulations and other healthcare laws and regulations that may
constrain our business and/or financial arrangements. Restrictions under applicable federal and state healthcare laws and regulations, including certain laws and regulations
applicable only if we have marketed products, include the following:
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federal false claims, false statements and civil monetary penalties laws prohibiting, among other things, any person from knowingly presenting, or causing to
be presented, a false claim for payment of government funds or knowingly making, or causing to be made, a false statement to get a false claim paid;
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federal healthcare program anti-kickback law, which prohibits, among other things, persons from offering, soliciting, receiving or providing remuneration,
directly or indirectly, to induce either the referral of an individual for, or the purchasing or ordering of, a good or service for which payment may be made
under federal healthcare programs such as Medicare and Medicaid;
the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which, in addition to privacy protections applicable to healthcare providers
and other entities, prohibits executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;
federal laws that require pharmaceutical manufacturers to report certain calculated product prices to the government or provide certain discounts or rebates to
government authorities or private entities, often as a condition of reimbursement under government healthcare programs;
federal Open Payments (or federal “sunshine” law), which requires pharmaceutical and medical device companies to monitor and report certain financial
interactions with certain healthcare providers to the Center for Medicare & Medicaid Services, or CMS, within the U.S. Department of Health and Human
Services for re-disclosure to the public, as well as ownership and investment interests held by certain healthcare providers and their immediate family
members;
federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers;
analogous state laws and regulations, including: state anti-kickback and false claims laws; state laws requiring pharmaceutical companies to comply with
specific compliance standards, restrict financial interactions between pharmaceutical companies and healthcare providers or require pharmaceutical companies
to report information related to payments to health care providers or marketing expenditures; and state laws governing privacy, security and breaches of health
information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating
compliance efforts; and
laws and regulations prohibiting bribery and corruption such as the FCPA, which, among other things, prohibits U.S. companies and their employees and
agents from authorizing, promising, offering, or providing, directly or indirectly, corrupt or improper payments or anything else of value to foreign government
officials, employees of public international organizations or foreign government-owned or affiliated entities, candidates for foreign public office, and foreign
political parties or officials thereof.
Violations of these laws are punishable by criminal and/or civil sanctions, including, in some instances, exclusion from participation in federal and state health care
programs, such as Medicare and Medicaid. Ensuring compliance is time consuming and costly. Similar healthcare laws and regulations exist in the EU and other jurisdictions,
including reporting requirements detailing interactions with and payments to healthcare providers and laws governing the privacy and security of personal information.
Privacy Requirements
Privacy and data security requirements are either in place or underway in the United States. There are a broad variety of data protection laws that may be applicable to
our activities, and a range of enforcement agencies at both the state and federal levels that can review companies for privacy and data security concerns based on general
consumer protection laws. The Federal Trade Commission and state Attorneys General all are aggressive in reviewing privacy and data security protections for consumers.
New laws also are being considered at both the state and federal levels. For example, the California Consumer Privacy Act of 2018, or the CCPA, which became effective on
January 1, 2020, requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing
practices, allow consumers to opt out of certain data sharing with third parties and provide a new cause of action for data breaches. Many other states are considering similar
legislation, and a broad range of legislative measures also have been introduced at the federal level.
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Pharmaceutical Insurance Coverage and Health Care Reform
In the United States and markets in other countries, patients who are prescribed treatments for their conditions and providers performing the prescribed services
generally rely on third-party payers to reimburse all or part of the associated health care costs. Significant uncertainty exists as to the coverage and reimbursement status of
products approved by the FDA and other government authorities. Thus, even if a product candidate of ours or one of our collaborators is approved, sales of the product will
depend, in part, on the extent to which third-party payers, including government health programs in the United States such as Medicare and Medicaid, commercial health
insurers and managed care organizations provide coverage and establish adequate reimbursement levels for the product. The process for determining whether a payer will
provide coverage for a product may be separate from the process for setting the price or reimbursement rate that the payer will pay for the product once coverage is approved.
Third-party payers are increasingly challenging the prices charged, examining the medical necessity and reviewing the cost-effectiveness of medical products and services and
imposing controls to manage costs.
Third-party payers may limit coverage to specific products on an approved list, also known as a formulary, which might not include all of the approved products for a
particular indication.
In order to secure coverage and reimbursement for any product that might be approved for sale, a company may need to conduct expensive pharmacoeconomic
studies in order to demonstrate the medical necessity and cost-effectiveness of the product, in addition to the costs required to obtain FDA or other comparable marketing
approvals. Nonetheless, product candidates may not be considered medically necessary or cost effective. A decision by a third-party payer not to cover a product could reduce
market acceptance once the product is approved and have a material adverse effect on sales, results of operations and financial condition. Additionally, a payer’s decision to
provide coverage for a product does not imply that an adequate reimbursement rate will be approved. Further, one payer’s determination to provide coverage for a product does
not assure that other payers will also provide coverage and reimbursement for the product, and the level of coverage and reimbursement can differ significantly from payer to
payer.
In international markets, reimbursement and health care payment systems vary significantly by country, and many countries have instituted price ceilings on specific
products and therapies. In some countries, the pricing of prescription pharmaceuticals is subject to governmental control. In these countries, pricing negotiations with
governmental authorities can take considerable time after the receipt of marketing approval for a product. To obtain coverage and adequate reimbursement or pricing approval
in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our product to other available therapies.
The containment of health care costs also has become a priority of federal, state, and foreign governments and the prices of products have been a focus in this effort.
Governments have shown significant interest in implementing cost-containment programs, including price controls, restrictions on coverage, reimbursement and requirements
for substitution of generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls
and measures, could further limit a company’s revenue generated from the sale of any approved products including those that we are our collaborators may develop. Coverage
policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more products for which a
company or its collaborators receive marketing approval, less favorable coverage policies and reimbursement rates may be implemented in the future.
Pharmaceutical Prices
The prices of prescription pharmaceuticals have also been the subject of considerable discussion in the United States. There have been several recent U.S.
congressional inquiries, as well as proposed and enacted state and federal legislation designed to, among other things, bring more transparency to pharmaceutical pricing,
review the relationship between pricing and manufacturer patient programs, and reduce the costs of pharmaceuticals under Medicare and Medicaid. In 2020, the prior
administration issued several executive orders intended to lower the costs of prescription products and certain provisions in these orders have been incorporated into
regulations. These regulations include an interim final rule implementing a most favored nation model for prices that would tie Medicare Part B payments for certain
physician-administered pharmaceuticals to the lowest price paid in other economically advanced countries, effective January 1, 2021. That rule, however, has been subject to a
nationwide preliminary injunction and, on December 29, 2021, CMS issued a final rule to rescind it. With issuance of this rule, CMS stated that it will explore all options to
incorporate value into payments for Medicare Part B pharmaceuticals and improve beneficiaries' access to evidence-based care.
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In addition, in October 2020, HHS and the FDA published a final rule allowing states and other entities to develop a Section 804 Importation Program, or SIP, to
import certain prescription drugs from Canada into the United States. The final rule is currently the subject of ongoing litigation, but at least six states (Vermont, Colorado,
Florida, Maine, New Mexico, and New Hampshire) have passed laws allowing for the importation of drugs from Canada with the intent of developing SIPs for review and
approval by the FDA. Further, on November 20, 2020, HHS finalized a regulation removing safe harbor protection for price reductions from pharmaceutical manufacturers to
plan sponsors under Part D, either directly or through pharmacy benefit managers, unless the price reduction is required by law. The final rule would eliminate the current safe
harbor for Medicare drug rebates and create new safe harbors for beneficiary point-of-sale discounts and pharmacy benefit manager, or PBM, service fees. It originally was set
to go into effect on January 1, 2022, but with passage of the Inflation Reduction Act has been delayed by Congress to January 1, 2032.
On July 9, 2021, President Biden signed Executive Order 14063, which focuses on, among other things, the price of pharmaceuticals. The Order directs HHS to create
a plan within 45 days to combat “excessive pricing of prescription pharmaceuticals and enhance domestic pharmaceutical supply chains, to reduce the prices paid by the
federal government for such pharmaceuticals, and to address the recurrent problem of price gouging.” On September 9, 2021, HHS released its plan to reduce pharmaceutical
prices. The key features of that plan are to: (a) make pharmaceutical prices more affordable and equitable for all consumers and throughout the health care system by
supporting pharmaceutical price negotiations with manufacturers; (b) improve and promote competition throughout the prescription pharmaceutical industry by supporting
market changes that strengthen supply chains, promote biosimilars and generic drugs, and increase transparency; and (c) foster scientific innovation to promote better
healthcare and improve health by supporting public and private research and making sure that market incentives promote discovery of valuable and accessible new treatments.
More recently, on August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law by President Biden. The new legislation has implications for
Medicare Part D, which is a program available to individuals who are entitled to Medicare Part A or enrolled in Medicare Part B to give them the option of paying a monthly
premium for outpatient prescription drug coverage. Among other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare
(beginning in 2026), with prices that can be negotiated subject to a cap; imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace
inflation (first due in 2023); and replaces the Part D coverage gap discount program with a new discounting program (beginning in 2025). The IRA permits the Secretary of
HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years.
Specifically, with respect to price negotiations, Congress authorized Medicare to negotiate lower prices for certain costly single-source drug and biologic products that
do not have competing generics or biosimilars and are reimbursed under Medicare Part B and Part D. CMS may negotiate prices for ten high-cost drugs paid for by Medicare
Part D starting in 2026, followed by 15 Part D drugs in 2027, 15 Part B or Part D drugs in 2028, and 20 Part B or Part D drugs in 2029 and beyond. This provision applies to
drug products that have been approved for at least 9 years and biologics that have been licensed for 13 years, but it does not apply to drugs and biologics that have been
approved for a single rare disease or condition. Further, the legislation subjects drug manufacturers to civil monetary penalties and a potential excise tax for failing to comply
with the legislation by offering a price that is not equal to or less than the negotiated “maximum fair price” under the law or for taking price increases that exceed inflation. The
legislation also requires manufacturers to pay rebates for drugs in Medicare Part D whose price increases exceed inflation. The new law also caps Medicare out-of-pocket drug
costs at an estimated $4,000 a year in 2024 and, thereafter beginning in 2025, at $2,000 a year.
At the state level, individual states are increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological
product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency
measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. A number of states, for example, require drug manufacturers and
other entities in the drug supply chain, including health carriers, pharmacy benefit managers, wholesale distributors, to disclose information about pricing of pharmaceuticals.
In addition, regional healthcare organizations and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which
suppliers will be included in their prescription pharmaceutical and other healthcare programs. These measures could reduce the ultimate demand for our products, once
approved, or put pressure on our product pricing. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit
the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional
pricing pressures.
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Review and Approval of Medicinal Products in the European Union
In order to market any product outside of the United States, a company must also comply with numerous and varying regulatory requirements of other countries and
jurisdictions regarding quality, safety, and efficacy and governing, among other things, clinical trials, marketing authorization, commercial sales, and distribution of products.
Whether or not it obtains FDA approval for a product, a sponsor will need to obtain the necessary approvals by the comparable non-U.S. regulatory authorities before it can
commence clinical trials or marketing of the product in those countries or jurisdictions. The approval process ultimately varies between countries and jurisdictions and can
involve additional product testing and additional administrative review periods. The time required to obtain approval in other countries and jurisdictions might differ from and
be longer than that required to obtain FDA approval. Regulatory approval in one country or jurisdiction does not ensure regulatory approval in another, but a failure or delay in
obtaining regulatory approval in one country or jurisdiction may negatively impact the regulatory process in others. Specifically, however, the process governing approval of
medicinal products in the European Union generally follows the same lines as in the United States. It entails satisfactory completion of preclinical studies and adequate and
well-controlled clinical trials to establish the safety and efficacy of the product for each proposed indication. It also requires the submission to the relevant competent
authorities of a marketing authorization application, or MAA, and granting of a marketing authorization by these authorities before the product can be marketed and sold in the
European Union.
Clinical Trial Approval
On January 31, 2022, the new Clinical Trials Regulation (EU) No 536/2014 became effective in the European Union and replaced the prior Clinical Trials Directive
2001/20/EC. The new regulation aims at simplifying and streamlining the authorization, conduct and transparency of clinical trials in the European Union. Under the new
coordinated procedure for the approval of clinical trials, the sponsor of a clinical trial to be conducted in more than one Member State of the European Union, or EU Member
State, will only be required to submit a single application for approval. The submission will be made through the Clinical Trials Information System, a new clinical trials portal
overseen by the EMA and available to clinical trial sponsors, competent authorities of the EU Member States and the public.
Beyond streamlining the process, the new Regulation includes a single set of documents to be prepared and submitted for the application as well as simplified
reporting procedures for clinical trial sponsors, and a harmonized procedure for the assessment of applications for clinical trials, which is divided in two parts. Part I is
assessed by the competent authorities of all EU Member States in which an application for authorization of a clinical trial has been submitted (Member States concerned). Part
II is assessed separately by each Member State concerned. Strict deadlines have been established for the assessment of clinical trial applications. The role of the relevant ethics
committees in the assessment procedure will continue to be governed by the national law of the concerned EU Member State. However, overall related timelines will be
defined by the Clinical Trials Regulation.
The new regulation did not change the preexisting requirement that a sponsor must obtain prior approval from the competent national authority of the EU Member
State in which the clinical trial is to be conducted. If the clinical trial is conducted in different EU Member States, the competent authorities in each of these EU Member States
must provide their approval for the conduct of the clinical trial. Furthermore, the sponsor may only start a clinical trial at a specific study site after the applicable ethics
committee has issued a favorable opinion.
Parties conducting certain clinical trials must, as in the United States, post clinical trial information in the EU at the EudraCT website: https://eudract.ema.europa.eu.
PRIME Designation in the European Union
In March 2016, the European Medicines Agency, or EMA, launched an initiative to facilitate development of product candidates in indications, often rare, for which
few or no therapies currently exist. The PRIority MEdicines, or PRIME, scheme is intended to encourage drug development in areas of unmet medical need and provides
accelerated assessment of products representing substantial innovation reviewed under the centralized procedure. Products from small- and medium-sized enterprises may
qualify for earlier entry into the PRIME scheme than larger companies. Many benefits accrue to sponsors of product candidates with PRIME designation, including but not
limited to, early and proactive regulatory dialogue with the EMA, frequent discussions on clinical trial designs and other development program elements, and accelerated
marketing authorization application assessment once a dossier has been submitted. Importantly, a dedicated agency contact and rapporteur from the Committee for Human
Medicinal Products, or CHMP, or Committee for Advanced Therapies are appointed early in PRIME scheme facilitating increased understanding of the product at EMA’s
Committee
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level. A kick-off meeting initiates these relationships and includes a team of multidisciplinary experts at the EMA to provide guidance on the overall development and
regulatory strategies.
Marketing Authorization
To obtain a marketing authorization for a product under European Union regulatory systems, a sponsor must submit an MAA either under a centralized procedure
administered by the EMA, or one of the procedures administered by competent authorities in the EU Member States (decentralized procedure, national procedure or mutual
recognition procedure). A marketing authorization may be granted only to a sponsor established in the European Union. Regulation (EC) No 1901/2006 provides that prior to
obtaining a marketing authorization in the European Union, sponsors have to demonstrate compliance with all measures included in an EMA-approved Paediatric Investigation
Plan, or PIP, covering all subsets of the pediatric population, unless the EMA has granted (1) a product-specific waiver, (2) a class waiver, or (3) a deferral for one or more of
the measures included in the PIP.
The centralized procedure provides for the grant of a single marketing authorization by the European Commission that is valid across the European Economic Area
(i.e. the European Union as well as Iceland, Liechtenstein and Norway). Pursuant to Regulation (EC) No 726/2004, the centralized procedure is compulsory for specific
products, including for medicines produced by certain biotechnological processes, products designated as orphan medicinal products, advanced therapy medicinal products,
and products with a new active substance indicated for the treatment of certain diseases. For products with a new active substance indicated for the treatment of other diseases
and products that are highly innovative or for which a centralized process is in the interest of patients, the centralized procedure may be optional. The centralized procedure
may at the request of the sponsor also be used in certain other cases.
Under the centralized procedure, the CHMP is responsible for conducting the initial assessment of a product and for several post-authorization and maintenance
activities, such as the assessment of modifications or extensions to an existing marketing authorization. Under the centralized procedure in the European Union, the maximum
timeframe for the evaluation of an MAA is 210 days, excluding clock stops, when additional information or written or oral explanation is to be provided by the sponsor in
response to questions of the CHMP. Accelerated evaluation might be granted by the CHMP in exceptional cases, when a medicinal product is of major interest from the point
of view of public health and in particular from the viewpoint of therapeutic innovation. If the CHMP accepts such request, the time limit of 210 days will be reduced to 150
days but it is possible that the CHMP can revert to the standard time limit for the centralized procedure if it considers that it is no longer appropriate to conduct an accelerated
assessment. At the end of this period, the CHMP provides a scientific opinion on whether or not a marketing authorization should be granted in relation to a medicinal product.
Within 15 calendar days of receipt of a final opinion from the CHMP, the European Commission must prepare a draft decision concerning an application for marketing
authorization. This draft decision must take the opinion and any relevant provisions of European Union law into account. Before arriving at a final decision on an application
for centralized authorization of a medicinal product the European Commission must consult the Standing Committee on Medicinal Products for Human Use, or the Standing
Committee. The Standing Committee is composed of representatives of the EU Member States and chaired by a non-voting European Commission representative. The
European Parliament also has a related “droit de regard”. The European Parliament’s role is to ensure that the European Commission has not exceeded its powers in deciding
to grant or refuse to grant a marketing authorization.
The European Commission may grant a so-called “marketing authorization under exceptional circumstances”. Such authorization is intended for products for which
the sponsor can demonstrate that it is unable to provide comprehensive data on the efficacy and safety under normal conditions of use, because the indications for which the
product in question is intended are encountered so rarely that the sponsor cannot reasonably be expected to provide comprehensive evidence, or in the present state of scientific
knowledge, comprehensive information cannot be provided, or it would be contrary to generally accepted principles of medical ethics to collect such information.
Consequently, marketing authorization under exceptional circumstances may be granted subject to certain specific obligations, which may include the following:
•
•
the sponsor must complete an identified program of studies within a time period specified by the competent authority, the results of which form the basis of a
reassessment of the benefit/risk profile;
the medicinal product in question may be supplied on medical prescription only and may in certain cases be administered only under strict medical supervision,
possibly in a hospital and in the case of a radiopharmaceutical, by an authorized person; and
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•
the package leaflet and any medical information must draw the attention of the medical practitioner to the fact that the particulars available concerning the
medicinal product in question are as yet inadequate in certain specified respects.
A marketing authorization under exceptional circumstances is subject to annual review to reassess the risk- benefit balance in an annual reassessment procedure.
Continuation of the authorization is linked to the annual reassessment and a negative assessment could potentially result in the marketing authorization being suspended or
revoked. The renewal of a marketing authorization of a medicinal product under exceptional circumstances, however, follows the same rules as a “normal” marketing
authorization. Thus, a marketing authorization under exceptional circumstances is granted for an initial five years, after which the authorization will become valid indefinitely,
unless the EMA decides that safety grounds merit one additional five-year renewal.
The European Commission may also grant a so-called “conditional marketing authorization” prior to obtaining the comprehensive clinical data required for an
application for a full marketing authorization. Such conditional marketing authorizations may be granted for product candidates (including medicines designated as orphan
medicinal products), if (i) the risk-benefit balance of the product candidate is positive, (ii) it is likely that the sponsor will be in a position to provide the required
comprehensive clinical trial data, (iii) the product fulfills an unmet medical need, and (iv) the benefit to public health of the immediate availability on the market of the
medicinal product concerned outweighs the risk inherent in the fact that additional data are still required. A conditional marketing authorization may contain specific
obligations to be fulfilled by the marketing authorization holder, including obligations with respect to the completion of ongoing or new studies, and with respect to the
collection of pharmacovigilance data. Conditional marketing authorizations are valid for one year, and may be renewed annually, if the risk-benefit balance remains positive,
and after an assessment of the need for additional or modified conditions and/or specific obligations. The timelines for the centralized procedure described above also apply
with respect to the review by the CHMP of applications for a conditional marketing authorization.
The European Union medicines rules expressly permit the EU Member States to adopt national legislation prohibiting or restricting the sale, supply or use of any
medicinal product containing, consisting of or derived from a specific type of human or animal cell, such as embryonic stem cells. While the products we have in development
do not make use of embryonic stem cells, it is possible that the national laws in certain EU Member States may prohibit or restrict us from commercializing our products, even
if they have been granted a European Union marketing authorization.
Unlike the centralized authorization procedure, the decentralized marketing authorization procedure requires a separate application to, and leads to separate approval
by, the competent authorities of each EU Member State in which the product is to be marketed. This application is identical to the application that would be submitted to the
EMA for authorization through the centralized procedure. The reference EU Member State prepares a draft assessment and drafts of the related materials within 120 days after
receipt of a valid application. The resulting assessment report is submitted to the concerned EU Member States who, within 90 days of receipt, must decide whether to approve
the assessment report and related materials. If a concerned EU Member State cannot approve the assessment report and related materials due to concerns relating to a potential
serious risk to public health, disputed elements may be referred to the European Commission, whose decision is binding on all EU Member States.
The mutual recognition procedure similarly is based on the acceptance by the competent authorities of the EU Member States of the marketing authorization of a
medicinal product by the competent authorities of other EU Member States. The holder of a national marketing authorization may submit an application to the competent
authority of an EU Member State requesting that this authority recognize the marketing authorization delivered by the competent authority of another EU Member State.
As in the United States, information about clinical trials in support of a marketing application must be submitted within specific timeframes to the European Union
(EudraCT) website: https://eudract.ema.europa.eu/ and other countries.
Regulatory Data Protection in the European Union
In the European Union, innovative medicinal products approved on the basis of a complete independent data package qualify for eight years of data exclusivity upon
marketing authorization and an additional two years of market exclusivity pursuant to Directive 2001/83/EC. Regulation (EC) No 726/2004 repeats this entitlement for
medicinal products authorized in accordance with the centralized authorization procedure. Data exclusivity prevents sponsors for authorization of generics of these innovative
products from referencing the innovator’s data to assess a generic (abridged) application for a period of eight years. During an additional two-year period of market exclusivity,
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authorization application can be submitted and authorized, and the innovator’s data may be referenced, but no generic medicinal product can be placed on the European Union
market until the expiration of the market exclusivity. The overall ten-year period will be extended to a maximum of 11 years if, during the first eight years of those ten years,
the marketing authorization holder obtains an authorization for one or more new therapeutic indications which, during the scientific evaluation prior to their authorization, are
held to bring a significant clinical benefit in comparison with existing therapies. Even if a compound is considered to be a new chemical entity so that the innovator gains the
prescribed period of data exclusivity, another company nevertheless could also market another version of the product if such company obtained marketing authorization based
on an MAA with a complete independent data package of pharmaceutical tests, preclinical tests, and clinical trials.
Periods of Authorization and Renewals
A marketing authorization has an initial validity for five years in principle. The marketing authorization may be renewed after five years on the basis of a re-
evaluation of the risk-benefit balance by the EMA or by the competent authority of the EU Member State. To this end, the marketing authorization holder must provide the
EMA or the competent authority with a consolidated version of the file in respect of quality, safety, and efficacy, including all variations introduced since the marketing
authorization was granted, at least six months before the marketing authorization ceases to be valid. The European Commission or the competent authorities of the EU Member
States may decide, on justified grounds relating to pharmacovigilance, to proceed with one further five- year period of marketing authorization. Once subsequently definitively
renewed, the marketing authorization shall be valid for an unlimited period. Any authorization which is not followed by the actual placing of the medicinal product on the
European Union market (in case of centralized procedure) or on the market of the authorizing EU Member State within three years after authorization ceases to be valid (the
so-called sunset clause).
Brexit and the Regulatory Framework in the United Kingdom
The United Kingdom’s withdrawal from the European Union took place on January 31, 2020. The European Union and the United Kingdom reached an agreement on
their new partnership in the Trade and Cooperation Agreement, or the Agreement, which was applied provisionally beginning on January 1, 2021 and which entered into force
on May 1, 2021. The Agreement focuses primarily on free trade by ensuring no tariffs or quotas on trade in goods, including healthcare products such as medicinal products.
Thereafter, the European Union and the United Kingdom will form two separate markets governed by two distinct regulatory and legal regimes. As such, the Agreement seeks
to minimize barriers to trade in goods while accepting that border checks will become inevitable as a consequence that the United Kingdom is no longer part of the single
market. As of January 1, 2021, the Medicines and Healthcare products Regulatory Agency, or the MHRA, became responsible for supervising medicines and medical devices
in Great Britain, comprising England, Scotland and Wales under domestic law whereas Northern Ireland continues to be subject to EU rules under the Northern Ireland
Protocol. The MHRA will rely on the Human Medicines Regulations 2012 (SI 2012/1916) (as amended), or the HMR, as the basis for regulating medicines. The HMR has
incorporated into the domestic law the body of EU law instruments governing medicinal products that pre-existed prior to the United Kingdom’s withdrawal from the
European Union. The MHRA may rely on a decision taken by the European Commission on the approval of a new marketing authorization via the centralized procedure until
December 31, 2023.
Furthermore, while the Data Protection Act of 2018 in the United Kingdom that “implements” and complements the European Union’s GDPR is now effective in the
United Kingdom, it is still unclear whether transfer of data from the EEA to the United Kingdom will remain lawful under GDPR. The Trade and Cooperation Agreement
provides for a transitional period during which the United Kingdom will be treated like an European Union member state in relation to processing and transfers of personal
data for four months from January 1, 2021. This may be extended by two further months. After such period, the United Kingdom will be a “third country” under the GDPR
unless the European Commission adopts an adequacy decision in respect of transfers of personal data to the United Kingdom. The United Kingdom has already determined
that it considers all of the European Union and EEA member states to be adequate for the purposes of data protection, ensuring that data flows from the United Kingdom to the
European and EEA remain unaffected.
Pricing Decisions for Approved Products
In the European Union, pricing and reimbursement schemes vary widely from country to country. Some countries provide that products may be marketed only after a
reimbursement price has been agreed. Some countries may require the completion of additional studies that compare the cost-effectiveness of a particular product candidate to
currently available
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therapies or so-called health technology assessments, in order to obtain reimbursement or pricing approval. For example, EU Member States have the option to restrict the
range of products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. EU Member States
may approve a specific price for a product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the product on the market.
Other EU Member States allow companies to fix their own prices for products, but monitor and control prescription volumes and issue guidance to physicians to limit
prescriptions. Recently, many countries in the European Union have increased the amount of discounts required on pharmaceuticals and these efforts could continue as
countries attempt to manage health care expenditures, especially in light of the severe fiscal and debt crises experienced by many countries in the European Union. The
downward pressure on health care costs in general, particularly prescription products, has become intense. As a result, increasingly high barriers are being erected to the entry
of new products. Political, economic, and regulatory developments may further complicate pricing negotiations, and pricing negotiations may continue after reimbursement
has been obtained. Reference pricing used by various EU Member States, and parallel trade, i.e., arbitrage between low-priced and high-priced EU Member States, can further
reduce prices. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement
and pricing arrangements for any products, if approved in those countries.
General Data Protection Regulation
Many countries outside of the United States maintain rigorous laws governing the privacy and security of personal information. The collection, use, disclosure,
transfer, or other processing of personal data, including personal health data, regarding individuals who are located in the EEA, and the processing of personal data that takes
place in the EEA, is subject to the GDPR, which became effective on May 25, 2018. The GDPR is wide-ranging in scope and imposes numerous requirements on companies
that process personal data, and it imposes heightened requirements on companies that process health and other sensitive data, such as requiring in many situations that a
company obtain the consent of the individuals to whom the sensitive personal data relate before processing such data. Examples of obligations imposed by the GDPR on
companies processing personal data that fall within the scope of the GDPR include providing information to individuals regarding data processing activities, implementing
safeguards to protect the security and confidentiality of personal data, appointing a data protection officer, providing notification of data breaches and taking certain measures
when engaging third-party processors.
The GDPR also imposes strict rules on the transfer of personal data to countries outside the EEA, including the United States, and permits data protection authorities
to impose large penalties for violations of the GDPR, including potential fines of up to €20 million or 4% of annual global revenues, whichever is greater. The GDPR also
confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation
for damages resulting from violations of the GDPR. Compliance with the GDPR is a rigorous and time-intensive process that may increase the cost of doing business or
require companies to change their business practices to ensure full compliance. In July 2020, the Court of Justice of the European Union, or the CJEU, invalidated the EU-U.S.
Privacy Shield framework, one of the mechanisms used to legitimize the transfer of personal data from the EEA to the United States. The CJEU decision also drew into
question the long-term viability of an alternative means of data transfer, the standard contractual clauses, for transfers of personal data from the EEA to the United States.
Following the withdrawal of the U.K. from the EU, the U.K. Data Protection Act 2018 applies to the processing of personal data that takes place in the U.K. and includes
parallel obligations to those set forth by GDPR.
Additionally, in October 2022, President Biden signed an executive order to implement the EU-U.S. Data Privacy Framework, which would serve as a replacement to
the EU-US Privacy Shield. The EC initiated the process to adopt an adequacy decision for the EU-US Data Privacy Framework in December 2022. It is unclear if and when
the framework will be finalized and whether it will be challenged in court. The uncertainty around this issue may further impact our business operations in the EU.
Human Capital
As of February 6, 2023, we had 787 full-time employees, including a total of 344 employees with Ph.D. degrees. Of these full-time employees, 573 of these
employees are located in the United States and 214 of these employees are located in our offices outside of the United States. Additionally, as of February 6, 2023, 33.3% of
our full-time employees self-identified as female, 0.4% self-identified as non-binary, and 0.6% chose not to disclose their gender, and 33% of our executive team self-identified
as female. Further, 34% of our new hires since January 1, 2022 self-identify as female, 1% self-identify as non-binary, and 1% have chosen not to disclose their gender. As of
February 6, 2023, 59% of our full-time employees in the United States self-identified as White, 24% self-identified as Asian, 4% self-identified as having two or
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more races, 3% self-identified as Black or African American, 2% self-identified as Hispanic or Latino, and 8% chose not to disclose their race or ethnicity. Our employees are
our greatest asset and we strive to create a work environment that is inclusive, challenging and rewarding.
We are committed to embedding a long-term, formal Environmental, Social and Governance, or ESG, strategy within our business, a commitment we refer to as
Corporate Sustainability. In 2022, we completed a "double materiality assessment," where we worked to determine the ESG-related topics most important to both our company
and our stakeholders. The assessment was informed by both internal and external stakeholders and by key ESG standards and frameworks such as the Global Reporting
Initiative, Sustainability Accounting Standards Board and United Nations Sustainable Development Goals. This assessment will serve as the foundation for our
comprehensive, data-driven, Corporate Sustainability strategy.
Among the ESG-related topics identified as most important to our company and stakeholders was Diversity, Equity and Inclusion, or DEI, an area we have been
dedicated to addressing for many years. Our DEI philosophy is focused on ensuring that our employees feel safe, heard, comfortable, and valued. We continue to focus many
of our recruiting efforts on diversifying our candidate pipeline by participating in specific conferences and hosting our own events that promote racial and gender diversity in
the science and technology industries, including, for example, a hackathon for female and non-binary engineers and events for female and non-binary Ph.D. candidates.
Further, we utilize a standardized interviewing model to reduce unconscious bias and to create a consistent hiring process across our open positions.
Our DEI Council was founded in 2021 and is comprised of a select group of senior leaders, Employee Resource Group, or ERG, representatives and passionate
employees who meet on a monthly basis to advise on our DEI strategy, priorities, and goals. Our DEI Council also provides a permanent forum for voices to be heard across all
levels of the organization. We currently have six ERGs that provide support and sharing of resources while representing and communicating the interest of that group to the
company. While our ERG membership directly engages approximately one third of our employees, these forums also provide an environment for community support,
professional development, and educational opportunities for our entire employee population. Through our ERG leadership program, ERG leaders are provided with the
opportunity to hone leadership skills such as negotiation and public speaking. Additionally, in an effort to advance our DEI aspirations, we have partnered with the
Neuroleadership Institute on a learning program to better equip our employees with critical tools and language to talk about inclusion, bias, and leveraging a growth mindset in
the workplace.
In an industry known for its fierce competition for talent, we have been able to maintain high retention and low turnover rates. For the year ended December 31, 2022,
our employee retention rate was 92.9%.
Given our financial resources, our industry-leading position in the field of physics-based computational drug discovery and materials science research and our
developing proprietary drug discovery programs, we believe that we will continue to be able to fill positions and grow our headcount in support of our software, drug
discovery and materials science businesses.
We are committed to providing our employees with compensation that meets the expectations of the market and industry norms. We monitor our compensation
programs closely using comprehensive industry surveys and data to guide us, and we provide what we consider to be a competitive mix of incentives, including competitive
salaries and bonuses, a 401(k) retirement plan with an employer matching contribution, participation in our equity programs, and health and welfare benefits, including, for
example, access to a variety of mental health, family care, and reproductive health benefits for our employees based in the United States. We routinely review our
compensation practices and analyze the equity of our compensation decisions for all employees. None of our employees is subject to a collective bargaining agreement or
represented by a trade or labor union. We consider our relations with our employees to be good.
We recognize the value of in-person collaboration and relationship building while also being mindful of the needs and priorities our employees have outside of the
workplace. Our flexible hybrid work schedule currently gives employees the option of coming into the office two days per week and working remotely the other three. Prior to
the COVID-19 pandemic, employees had the option of coming into the office three days a week and working remotely the other two. We believe that our flexible hybrid
schedule allows us to engage with each other and our customers effectively and to continue to advance our business.
Our company culture encourages engagement, both among our employees and within the communities we live and work. In the advancement of these efforts,
internally, we have a well-regarded mentor program, we have expanded our
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resonance program to match colleagues to connect over virtual coffee chats globally, updated our management training programs to include mental health and wellness
resources, and refreshed our annual review process to encourage more real-time feedback between employees and managers to set and achieve personal performance goals.
Some examples of external engagement in our local communities include hosting a student internship program in partnership with a non-profit educational group that supports
underserved local high school students who have demonstrated the knowledge, character, and skills to achieve their aspirations. To further our community engagement efforts,
each of our employees is provided with a paid full day each year to volunteer in their local community, in addition to our matching gifts program.
Our Corporate Information
Our principal executive offices are located at 1540 Broadway, 24th Floor, New York, New York 10036, and our telephone number is (212) 295-5800. Our website
address is http://www.schrodinger.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report or
in any other report or document we file with the SEC, and any reference to our website address is intended to be an inactive textual reference only.
We own or have rights to trademarks, service marks, and trade names that we use in connection with the operation of our business, including our corporate name,
logos and website names. Other trademarks, service marks, and trade names appearing in this Annual Report are the property of their respective owners. Solely for
convenience, some of the trademarks, service marks, and trade names referred to in this Annual Report are listed without the ® and ™ symbols.
Available Information
We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We make these
reports available through our website as soon as reasonably practicable after we electronically file such reports with, or furnish such reports to, the SEC. We also make
available, free of charge on our website, the reports filed with the SEC by our executive officers, directors and 10% stockholders pursuant to Section 16 under the Exchange
Act as soon as reasonably practicable after copies of those filings are provided to us by those persons.
We may also disclose information to the public concerning our software, drug discovery programs, computational platform and other items through a variety of
disclosure channels in order to achieve broad, non-exclusionary distribution of information to the public. Some of the information distributed through these disclosure channels
may be considered material information. Investors and others are encouraged to review the information we make public in the locations below. This list may be updated from
time to time.
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For information concerning our software, drug discovery programs, computational platform, please visit: https://www.schrodinger.com.
For information provided to the investment community, including news releases, events and presentations, and filings with the SEC, please visit
https://ir.schrodinger.com.
For additional information, please follow us on LinkedIn and Instagram, or visit our blog, Extrapolations.com.
These websites and social media channels, and the contents thereof, are not incorporated by reference into this Annual Report on Form 10-K nor deemed filed with
the SEC.
Item 1A. Risk Factors.
You should carefully consider the risks and uncertainties described below together with all of the other information contained in this Annual Report and our other
public filings with the SEC. The risks described below are not the only risks facing our company. The occurrence of any of the following risks, or of additional risks and
uncertainties not presently known to us or that we currently believe to be immaterial, could cause our business, prospects, operating results, and financial condition to suffer
materially.
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Risks Related to Our Financial Position and Need for Additional Capital
We have a history of significant operating losses, and we expect to incur losses over the next several years.
We have a history of significant operating losses. Our net losses for the years ended December 31, 2022, 2021, and 2020 were $149.2 million, $101.2 million, and
$26.6 million, respectively. As of December 31, 2022, we had an accumulated deficit of $379.1 million.
We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to invest in our proprietary drug discovery programs,
sales and marketing infrastructure, and our computational platform. We are still in the early stages of development of our own drug discovery programs. In June 2022, the U.S.
Food and Drug Administration, or FDA, cleared our investigational new drug, or IND, submission for SGR-1505, our MALT1 inhibitor. We recently initiated a Phase 1
clinical trial of SGR-1505 in patients with relapsed or refractory B-cell lymphomas and currently have clinical trial sites open for screening and enrollment, but we have not
yet dosed any patients with SGR-1505. In addition, we continue to advance other wholly-owned programs through IND-enabling studies, and we expect to submit an IND
application to the FDA for our CDC7 inhibitor, which we refer to as SGR-2921, in the first half of 2023 and for our WEE1 inhibitor, which we refer to as SGR-3515, in 2024,
subject to favorable data from IND-enabling studies. In addition, we plan to initiate a Phase 1 clinical trial of SGR-2921 in the second half of 2023, subject to receipt of
regulatory clearance. We have no drug products licensed for commercial sale and have not generated any revenue from our own drug product sales to date. We expect to
continue to incur significant expenses and operating losses over the next several years. Our operating expenses and net income or loss may fluctuate significantly from quarter
to quarter and year to year. We anticipate that our expenses will increase substantially as we:
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continue to invest in and develop our computational platform and software solutions;
continue our research and development efforts for our proprietary drug discovery programs;
conduct preclinical studies and initiate and conduct clinical trials for any of our product candidates;
maintain, expand, enforce, defend, and protect our intellectual property;
hire additional software engineers, programmers, sales and marketing, and other personnel to support our software business;
hire additional clinical, quality control, and other scientific personnel; and
add operational, financial, and management information systems and personnel to support our operations as a public company.
If we are unable to increase sales of our software, increase revenue from our drug discovery collaborations, or if we and our current and future collaborators are unable
to successfully develop and commercialize drug products, our revenues may be insufficient for us to achieve or maintain profitability.
To achieve and maintain profitability, we must succeed in significantly increasing our software sales and increasing revenue from our drug discovery collaborations,
or we and our current or future collaborators must succeed in developing, and eventually commercializing, a drug product or drug products that generate significant revenue.
We currently generate revenues from the sales of our software solutions and from achieving milestones under our partnered and collaborative drug discovery programs, and we
expect to continue to derive most of our revenue from sales of our software and from achieving such milestones until such time as our or our collaborators’ drug development
and commercialization efforts are successful, if ever. As such, increasing sales of our software to existing customers, successfully marketing our software to new customers,
and achieving milestones under our drug discovery collaborations are critical to our success. Demand for our software solutions may be affected by a number of factors,
including continued market acceptance by the biopharmaceutical industry, market adoption of our software solutions beyond the biopharmaceutical industry including for
material science applications, the ability of our platform to identify more promising molecules and accelerate and lower the costs of discovery as compared to traditional
methods, timing of development and release of new offerings by our competitors, technological change, and the rate of growth in our target markets. If we are unable to
continue to meet the demands of our customers, our business operations, financial results, and growth prospects will be adversely affected.
Achieving success in drug development will require us or our current or future collaborators to be effective in a range of challenging activities, including completing
preclinical testing and clinical trials of product candidates, obtaining regulatory approval for these product candidates and manufacturing, marketing, and selling any products
for which we or
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they may obtain regulatory approval. We are only in the early stages of most of these activities, and none of our current drug discovery collaborators have completed clinical
development of any product candidate. We and they may never succeed in these activities and, even if we do, we may never generate revenues that are significant enough to
achieve and sustain profitability, or even if our collaborators do, we may not receive option fees, milestone payments, or royalties from them that are significant enough for us
to achieve and sustain profitability. Because of the intense competition in the market for our software solutions and the numerous risks and uncertainties associated with
biopharmaceutical product development, we are unable to accurately predict when, or if, we will be able to achieve or sustain profitability.
Even if we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable
would depress the value of our company and could impair our ability to raise capital, expand our business, maintain our research and development efforts, increase sales of our
software, develop a pipeline of product candidates, enter into collaborations, or even continue our operations. A decline in the value of our company could also cause our
stockholders to lose all or part of their investment.
In addition, although we have experienced revenue growth in recent periods, we may not be able to sustain revenue growth consistent with our recent history or at all.
Our total revenues increased by 31% from $137.9 million in the fiscal year ended December 31, 2021 to $181.0 million in the fiscal year ended December 31, 2022, and
increased by 28% from $108.1 million in the fiscal year ended December 31, 2020 to $137.9 million in the fiscal year ended December 31, 2021. You should not consider our
revenue growth in recent periods as indicative of our future performance. As we grow our business, our revenue growth rates may slow in future periods.
Our quarterly and annual results may fluctuate significantly, which could adversely impact the value of our common stock.
Our results of operations, including our revenues, gross margin, profitability, and cash flows, have historically varied from period to period, and we expect that they
will continue to do so. As a result, period-to-period comparisons of our operating results may not be meaningful, and our quarterly and annual results should not be relied upon
as an indication of future performance. Our quarterly and annual financial results may fluctuate as a result of a variety of factors, many of which are outside of our control.
Factors that may cause fluctuations in our quarterly and annual financial results include, without limitation, those listed elsewhere in this “Risk Factors” section and those
listed below:
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customer renewal rates and the timing and terms of customer renewals, including the seasonality of customer renewals of our on-premise software
arrangements, for which revenue historically has been recognized at a single point in time in the first and fourth quarter of each fiscal year;
our ability to attract new customers for our software;
the addition or loss of large customers, including through acquisitions or consolidations of such customers;
the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;
network outages or security breaches;
general economic, industry, and market conditions, including within the life sciences industry;
our ability to collect receivables from our customers;
the amount of software purchased by our customers, including the mix of on-premise and hosted software sold during a period;
variations in the timing of the sales of our software, which may be difficult to predict;
changes in the pricing of our solutions and in our pricing policies or those of our competitors;
the timing and success of the introduction of new software solutions by us or our competitors or any other change in the competitive dynamics of our industry,
including consolidation among competitors, customers, or strategic collaborators;
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changes in the fair value of or receipt of distributions or proceeds on account of the equity interests we hold in our drug discovery collaborators, such as
Morphic Holding, Inc., or Morphic, and Structure Therapeutics Inc., or Structure Therapeutics;
the success of our drug discovery collaborators in developing and commercializing drug products for which we are entitled to receive milestone payments or
royalties;
the timing of the recognition of milestones achieved under our collaborative and partnered programs;
variations in the number and size of milestones achieved under our collaborative and partnered programs;
the timing of recognition of revenue from any upfront payments from partnering or out-licensing our wholly-owned drug discovery programs, such as under
our collaboration agreement with Bristol-Myers Squibb Company, or BMS; and
the timing of expenses related to our drug discovery programs, the development or acquisition of technologies or businesses and potential future charges for
impairment of goodwill from acquired companies.
In addition, because we recognize revenues from our hosted software solutions ratably over the life of the contract, a significant upturn or downturn in sales of our
hosted software solutions may not be reflected immediately in our operating results. As a result of these factors, we believe that period-to-period comparisons of our operating
results are not a good indication of our future performance and that our interim financial results are not necessarily indicative of results for a full year or for any subsequent
interim period.
We may require additional capital to fund our operations. If we are unable to raise additional capital on terms acceptable to us or at all or generate cash flows necessary to
maintain or expand our operations, we may not be able to compete successfully, which would harm our business, operations, and financial condition.
We expect to devote substantial financial resources to our ongoing and planned activities, including the development of drug discovery programs and continued
investment in our computational platform. We expect our expenses to increase substantially in connection with our ongoing and planned activities, particularly as we advance
our proprietary drug discovery programs, initiate or progress preclinical and IND-enabling studies, submit IND applications, initiate and progress clinical trials and invest in
the further development of our computational platform. In addition, if we decide to complete clinical development and seek regulatory approval on our own, we expect to incur
significant additional expenses. Furthermore, we incur additional costs associated with operating as a public company, as compared to when we were a private company.
Our current drug discovery collaborators, from whom we are entitled to receive milestone payments upon achievement of various development, regulatory, and
commercial milestones as well as royalties on commercial sales, if any, under the collaboration agreements that we have entered into with them, face numerous risks in the
development of drugs, including the conduct of preclinical and clinical testing, obtaining regulatory approval, and achieving product sales. In addition, the amounts we are
entitled to receive upon the achievement of such milestones tend to be smaller for near-term development milestones and increase if and as a collaborative product candidate
advances through regulatory development to commercialization and will vary depending on the level of commercial success achieved, if any. We do not anticipate receiving
significant milestone payments from many of our drug discovery collaborators for several years, if at all, and our drug discovery collaborators may never achieve milestones
that result in significant cash payments to us. In addition, while we have equity stakes in a number of our collaborators, the value of these equity stakes can vary significantly
based on a number of factors beyond our control, and there can be no assurance that we can rely on such equity as capital to fund our operations. For these reasons we may
need, or choose, to obtain additional capital to fund our continuing operations.
As of December 31, 2022, we had cash, cash equivalents, restricted cash, and marketable securities of $456.3 million. On February 13, 2023, on account of our equity
stake in Nimbus, we received a $111.3 million cash distribution from Nimbus in connection with Takeda's acquisition of Nimbus Lakshmi, Inc., a wholly-owned subsidiary of
Nimbus, and its TYK2 inhibitor NDI-034858. We believe that our existing cash, cash equivalents, and marketable securities as of December 31, 2022, together with the $111.3
million cash distribution from Nimbus received in February 2023, will be sufficient to fund our operating expenses and capital expenditure requirements through at least the
next 24 months. However, we have based this estimate on assumptions that may prove to be wrong, and our operating plans may change as
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a result of many factors currently unknown to us. As a result, we could deplete our capital resources sooner than we currently expect.
Our future capital requirements will depend on many factors, including:
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the growth of our software revenue;
the timing and extent of spending to support research and development efforts;
the continued expansion of software sales and marketing activities;
the timing and receipt of payments from our collaborations as well as spending to support, advance, and broaden our proprietary drug discovery programs; and
the timing and receipt of any distributions or proceeds we may receive from our equity stakes in our drug discovery collaborators and partners.
In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. In addition, we may seek additional
capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. If we are unable to
raise additional capital on terms acceptable to us or at all or generate cash flows necessary to maintain or expand our operations and invest in our computational platform, we
may not be able to compete successfully, which would harm our business, operations, and financial condition.
Raising additional capital may cause dilution to our stockholders, restrict our operations, or require us to relinquish rights to our technologies or drug programs.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interests will be diluted, and the
terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights as common stockholders. Debt financing and preferred
equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, selling
or licensing our assets, making product acquisitions, making capital expenditures, or declaring dividends.
If we raise additional funds through collaborations, strategic alliances or marketing, distribution, or licensing arrangements with third parties, we may have to
relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to us or
agree to exploit a drug development target exclusively for one of our collaborators when we may prefer to pursue the drug development target for ourselves.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of
operations could be adversely affected.
The preparation of financial statements in conformity with generally accepted accounting principles in the United States, or U.S. GAAP, requires management to
make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical
experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances. The results of these estimates form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant assumptions and estimates used in preparing
our consolidated financial statements include, with respect to revenue, determining the allocation of the transaction price and measurement of progress, including (1) the
constraint on variable consideration, (2) the allocation of the transaction price to the performance obligations using their standalone selling price basis, and (3) the appropriate
input or output based method to recognize collaboration revenue and the extent of progress to date.
Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our
results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.
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Additionally, we regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant
to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, alter our
operational policies, and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our
published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial position,
and profit.
Risks Related to Our Software
If our existing customers do not renew their licenses, do not buy additional solutions from us, or renew at lower prices, our business and operating results will suffer.
We expect to continue to derive a significant portion of our software revenues from renewal of existing license agreements. As a result, maintaining the renewal rate
of our existing customers and selling additional software solutions to them is critical to our future operating results. Factors that may affect the renewal rate for our customers
and our ability to sell additional solutions to them include:
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the price, performance, and functionality of our software solutions;
the availability, price, performance, and functionality of competing software solutions;
the effectiveness of our professional services;
our ability to develop or acquire complementary software solutions, applications, and services;
the success of competitive products or technologies;
the stability, performance, and security of our technological infrastructure;
the business environment of our customers;
the willingness of our customers to continue to adopt computational approaches to drug discovery, which can be impacted by changes in our customer’s
management and/or scientific personnel; and
the decisions of our customers to discontinue or reduce the amount of drug discovery they undertake internally.
We deliver our software through either (i) a product license that permits our customers to install the software solution directly on their own in-house hardware and use
it for a specified term, or (ii) a subscription that allows our customers to access the cloud-based software solution on their own hardware without taking control of the licenses.
Our customers have no obligation to renew their product licenses or subscriptions for our software solutions after the license term expires, which is typically after one year, and
many of our contracts may be terminated or reduced in scope either immediately or upon notice. In addition, our customers may negotiate terms less advantageous to us upon
renewal, which may reduce our revenues from these customers. Factors that are not within our control may contribute to a reduction in our software revenues. For instance, our
customers may reduce the number of their employees who are engaged in research and who would have use of our software, which would result in a corresponding reduction
in the number of user licenses needed for some of our solutions and thus a lower aggregate renewal fee. The loss, reduction in scope, or delay of a large contract, or the loss or
delay of multiple contracts, could materially adversely affect our business.
Our future operating results also depend, in part, on our ability to sell new software solutions and licenses to our existing customers. For example, the willingness of
existing customers to license our software will depend on our ability to scale and adapt our existing software solutions to meet the performance and other requirements of our
customers, which we may not do successfully. If our customers fail to renew their agreements, renew their agreements upon less favorable terms or at lower fee levels, or fail
to purchase new software solutions and licenses from us, our revenues may decline and our future revenues may be constrained.
Our software sales cycle can vary and be long and unpredictable.
The timing of sales of our software solutions is difficult to forecast because of the length and unpredictability of our sales cycle. We sell our solutions primarily to
biopharmaceutical companies, and our sales cycles can be as long as nine to twelve months or longer. Further, the length of time that potential customers devote to their testing
and evaluation,
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contract negotiation, and budgeting processes varies significantly, depending on the size of the organization and the nature of their needs. In addition, we might devote
substantial time and effort to a particular unsuccessful sales effort, and as a result, we could lose other sales opportunities or incur expenses that are not offset by an increase in
revenue, which could harm our business.
A significant portion of our revenues are generated by sales to life sciences industry customers, and factors that adversely affect this industry could adversely affect our
software sales.
A significant portion of our current software sales are to customers in the life sciences industry, in particular the biopharmaceutical industry. Demand for our software
solutions could be affected by factors that adversely affect the life sciences industry. The life sciences industry is highly regulated and competitive and has experienced periods
of considerable consolidation. Consolidation among our customers could cause us to lose customers, decrease the available market for our solutions, and adversely affect our
business. In addition, changes in regulations that make investment in the life sciences industry less attractive or drug development more expensive could adversely impact the
demand for our software solutions. For these reasons and others, selling software to life sciences companies can be competitive, expensive, and time consuming, often
requiring significant upfront time and expense without any assurance that we will successfully complete a software sale. Accordingly, our operating results and our ability to
efficiently provide our solutions to life sciences companies and to grow or maintain our customer base could be adversely affected as a result of factors that affect the life
sciences industry generally.
We also intend to continue leveraging our solutions for broad application to industrial challenges in molecule design, including in the fields of aerospace, energy,
semiconductors, and electronic displays. However, we believe the materials science industry is in the very early stages of recognizing the potential of computational methods
for molecular discovery, and there can be no assurance that the industry will adopt computational methods such as our platform. Any factor adversely affecting our ability to
market our software solutions to customers outside of the life sciences industry, including in these new fields, could increase our dependence on the life sciences industry and
adversely affect the growth rate of our revenues, operating results, and business.
The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be adversely affected.
The overall market for molecular discovery and design software is global, rapidly evolving, competitive, and subject to changing technology and shifting customer
interests and priorities. Our software solutions face competition from competitors in the business of selling or providing simulation and modeling software to
biopharmaceutical companies. These competitors include BIOVIA, a brand of Dassault Systèmes SE, or BIOVIA, Chemical Computing Group (US) Inc., Cresset
Biomolecular Discovery Limited, Cadence Design Systems, Inc., Optibrium Limited, Cyrus Biotechnology, Inc., Molsoft LLC, Insilico Medicine, Inc., Iktos, XtalPi Inc., and
Simulations Plus, Inc.
We also have competitors in materials science, such as BIOVIA and Materials Design, Inc., and in enterprise software for the life sciences, such as BIOVIA, Certara
USA, Inc., ChemAxon, PerkinElmer, Inc., and Dotmatics, Inc. In some cases, these competitors are well-established providers of these solutions and have long-standing
relationships with many of our current and potential customers, including large biopharmaceutical companies. In addition, there are academic consortia that develop physics-
based simulation programs for life sciences and materials applications. In life sciences, the most prominent academic simulation packages include AMBER, CHARMm,
GROMACS, GROMOS, OpenMM, and OpenFF. These packages are primarily maintained and developed by graduate students and post-doctoral researchers, often without
the intent of commercialization.
We also face competition from solutions that biopharmaceutical companies develop internally and from smaller companies that offer products and services directed at
more specific markets than we target, enabling these smaller competitors to focus a greater proportion of their efforts and resources on these markets, as well as a large number
of companies that have been founded with the goal of applying machine learning technologies to drug discovery.
Many of our competitors are able to devote greater resources to the development, promotion, and sale of their software solutions and services. It is possible that our
focus on proprietary drug discovery will result in loss of management focus and resources relating to our software business, thereby resulting in decreasing revenues from our
software business. Furthermore, third parties with greater available resources and the ability to initiate or withstand substantial price competition could acquire our current or
potential competitors. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or
resources. If our
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competitors’ products, services, or technologies become more accepted than our solutions, if our competitors are successful in bringing their products or services to market
earlier than ours, if our competitors are able to respond more quickly and effectively to new or changing opportunities, technologies, or customer requirements, or if their
products or services are more technologically capable than ours, then our software revenues could be adversely affected.
In addition, we are facing increasing competition from companies utilizing artificial intelligence, or AI, and other computational approaches for drug discovery. Some
of these competitors are involved in drug discovery themselves and/or with partners, and others develop software or other tools utilizing AI which can be used, directly or
indirectly, in drug discovery. To the extent these other AI approaches to drug discovery prove to be successful, or more successful, than our approach, the demand for our
platform could be adversely affected, which could affect our software demand as well as reduce the demand for us as a collaborator in drug discovery.
We may be required to decrease our prices or modify our pricing practices in order to attract new customers or retain existing customers due to increased competition.
Pricing pressures and increased competition could result in reduced sales, reduced margins, losses, or a failure to maintain or improve our competitive market position, any of
which could adversely affect our business.
We have invested and expect to continue to invest in research and development efforts that further enhance our computational platform. Such investments may affect our
operating results, and, if the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may suffer.
We have invested and expect to continue to invest in research and development efforts that further enhance our computational platform, often in response to our
customers’ requirements. These investments may involve significant time, risks, and uncertainties, including the risk that the expenses associated with these investments may
affect our margins and operating results and that such investments may not generate sufficient revenues to offset liabilities assumed and expenses associated with these new
investments. The software industry changes rapidly as a result of technological and product developments, which may render our solutions less desirable. For example, in
recent years, a number of companies have entered the drug discovery industry utilizing different AI approaches. While we believe we compete favorably and are meaningfully
differentiated from such approaches with the combination of our physics-based computational platform and machine learning capabilities, the success of other such AI
approaches to drug discovery could impact the demand for our solutions. We believe that we must continue to invest a significant amount of time and resources in our platform
and software solutions to maintain and improve our competitive position. If we do not achieve the benefits anticipated from these investments, if the achievement of these
benefits is delayed, if technological developments render our solutions less desirable, or if a slowdown in general computing power impacts the rate at which we expect our
physics-based simulations to increase in power and domain applicability, our revenue and operating results may be adversely affected.
If we are unable to collect receivables from our customers, our operating results may be adversely affected.
While the majority of our current customers are well-established, large companies and universities, we also provide software solutions to smaller companies. Our
financial success depends upon the creditworthiness and ultimate collection of amounts due from our customers, including our smaller customers with fewer financial
resources. If we are not able to collect amounts due from our customers, we may be required to write-off significant accounts receivable and recognize bad debt expenses,
which could materially and adversely affect our operating results.
Defects or disruptions in our solutions could result in diminishing demand for our solutions, a reduction in our revenues, and subject us to substantial liability.
Our software business and the level of customer acceptance of our software depend upon the continuous, effective, and reliable operation of our software and related
tools and functions. Our software solutions are inherently complex and may contain defects or errors. Errors may result from our own technology or from the interface of our
software solutions with legacy systems and data, which we did not develop. The risk of errors is particularly significant when a new software solution is first introduced or
when new versions or enhancements of existing software solutions are released. We have from time to time found defects in our software, and new errors in our existing
software may be detected in the future. Any errors, defects, disruptions, or other performance problems with our software could hurt our reputation and may damage our
customers’ businesses. If that occurs, our customers may delay or withhold payment to us, cancel their agreements with us, elect not to renew, make service credit claims,
warranty claims, or other claims against us, and we could lose future sales. The occurrence of any of these events could result in diminishing demand for our software, a
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reduction of our revenues, an increase in collection cycles for accounts receivable, require us to increase our warranty provisions, or incur the expense of litigation or
substantial liability.
We rely upon third-party providers of cloud-based infrastructure to host our software solutions. Any disruption in the operations of these third-party providers, limitations
on capacity, or interference with our use could adversely affect our business, financial condition, and results of operations.
We outsource substantially all of the infrastructure relating to our hosted software solutions to third-party hosting services. Customers of our hosted software solutions
need to be able to access our computational platform at any time, without interruption or degradation of performance, and we provide them with service-level commitments
with respect to uptime. Our hosted software solutions depend on protecting the virtual cloud infrastructure hosted by third-party hosting services by maintaining its
configuration, architecture, features, and interconnection specifications, as well as the information stored in these virtual data centers, which is transmitted by third-party
internet service providers. Any limitation on the capacity of our third-party hosting services could impede our ability to onboard new customers or expand the usage of our
existing customers, which could adversely affect our business, financial condition, and results of operations. In addition, any incident affecting our third-party hosting services’
infrastructure that may be caused by cyber-attacks, natural disasters, fire, flood, severe storm, earthquake, power loss, telecommunications failures, terrorist or other attacks,
and other similar events beyond our control could negatively affect our cloud-based solutions. A prolonged service disruption affecting our cloud-based solutions for any of the
foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability,
cause us to lose customers, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in
reaction to, events that damage the third-party hosting services we use.
In the event that our service agreements with our third-party hosting services are terminated, or there is a lapse of service, elimination of services or features that we
utilize, interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in access to our platform as well as significant
delays and additional expense in arranging or creating new facilities and services and/or re-architecting our hosted software solutions for deployment on a different cloud
infrastructure service provider, which could adversely affect our business, financial condition, and results of operations.
If our security measures are breached or unauthorized access to customer data is otherwise obtained, our solutions may be perceived as not being secure, customers may
reduce the use of or stop using our solutions, and we may incur significant liabilities.
Our solutions involve the collection, analysis, and storage of our customers’ proprietary information and sensitive proprietary data related to the discovery efforts of
our customers. As a result, unauthorized access or security breaches, as a result of third-party action, employee error, malfeasance, or otherwise could result in the loss of
information, litigation, indemnity obligations, damage to our reputation, and other liability. Because the techniques used to obtain unauthorized access or sabotage systems
change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate
preventative measures. In addition, if our employees fail to adhere to practices we have established to maintain a firewall between the Schrödinger Therapeutics Group and our
teams that work with software customers, or if the technical solutions we have adopted to maintain the firewall malfunction, our customers and collaborators may lose
confidence in our ability to maintain the confidentiality of their intellectual property, we may have trouble attracting new customers and collaborators, we may be subject to
breach of contract claims by our customers and collaborators, and we may suffer reputational and other harm as a result. Any or all of these issues could adversely affect our
ability to attract new customers, cause existing customers to elect to not renew their licenses, result in reputational damage or subject us to third-party lawsuits or other action
or liability, which could adversely affect our operating results. Our insurance may not be adequate to cover losses associated with such events, and in any case, such insurance
may not cover all of the types of costs, expenses, and losses we could incur to respond to and remediate a security breach.
Any failure to offer high-quality technical support services could adversely affect our relationships with our customers and our operating results.
Our customers depend on our support organization to resolve technical issues relating to our solutions, as our software requires expert usage to fully exploit its
capabilities. Certain of our customers also rely on us to troubleshoot problems with the performance of the software, introduce new features requested for specific customer
projects, inform them about the best way to set up and analyze various types of simulations and illustrate our techniques for drug discovery
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using examples from publicly available data sets. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for these support
services. Increased customer demand for our services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales
process is highly dependent on the reputation of our solutions and business and on positive recommendations from our existing customers. Any failure to offer high-quality
technical support, or a market perception that we do not offer high-quality support, could adversely affect our reputation, our ability to sell our solutions to existing and
prospective customers and our business and operating results.
Our solutions utilize third-party open-source software, and any failure to comply with the terms of one or more of these open-source software licenses could adversely
affect our business or our ability to sell our software solutions, subject us to litigation, or create potential liability.
Our solutions include software licensed by third parties under any one or more open-source licenses, including the GNU General Public License, the GNU Lesser
General Public License, the Affero General Public License, the BSD License, the MIT License, the Apache License, and others, and we expect to continue to incorporate open-
source software in our solutions in the future. Moreover, we cannot ensure that we have effectively monitored our use of open-source software or that we are in compliance
with the terms of the applicable open-source licenses or our current policies and procedures. There have been claims against companies that use open-source software in their
products and services asserting that the use of such open-source software infringes the claimants’ intellectual property rights. As a result, we and our customers could be
subject to suits by third parties claiming that what we believe to be licensed open-source software infringes such third parties’ intellectual property rights, and we may be
required to indemnify our customers against such claims. Additionally, if an author or other third party that distributes such open-source software were to allege that we had
not complied with the conditions of one or more of these licenses, we or our customers could be required to incur significant legal expenses defending against such allegations
and could be subject to significant damages, enjoined from the sale of our solutions that contain the open-source software and required to comply with onerous conditions or
restrictions on these solutions, which could disrupt the distribution and sale of these solutions. Litigation could be costly for us to defend, have a negative effect on our
business, financial condition, and results of operations, or require us to devote additional research and development resources to change our solutions.
Use of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or
other contractual protections regarding infringement claims or the quality of the code, including with respect to security vulnerabilities. In addition, certain open-source
licenses require that source code for software programs that interact with such open-source software be made available to the public at no cost and that any modifications or
derivative works to such open-source software continue to be licensed under the same terms as the open-source software license. The terms of various open-source licenses
have not been interpreted by courts in the relevant jurisdictions, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or
restrictions on our ability to market our solutions. By the terms of certain open-source licenses, we could be required to release the source code of our proprietary software, and
to make our proprietary software available under open-source licenses, if we combine our proprietary software with open-source software in a certain manner. In the event that
portions of our proprietary software are determined to be subject to an open-source license, we could be required to publicly release the affected portions of our source code,
re-engineer all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions.
Disclosing our proprietary source code could allow our competitors to create similar products with lower development effort and time and ultimately could result in a loss of
sales. Any of these events could create liability for us and damage our reputation, which could have a material adverse effect on our revenue, business, results of operations,
and financial condition and the market price of our shares.
Risks Related to Drug Discovery
We may never realize a return on our investment of resources and cash in our drug discovery collaborations.
We use our computational platform to provide drug discovery services to collaborators who are engaged in drug discovery and development. These collaborators
include start-up companies, pre-commercial biotechnology companies, and large-scale pharmaceutical companies. When we engage in drug discovery with these collaborators,
we typically provide access to our platform and platform experts who assist the drug discovery collaborator in identifying molecules that have activity against one or more
specified protein targets. We historically have not received significant initial cash consideration for these services, except for the upfront payment of $55.0 million we received
from BMS upon entry into our collaboration agreement with BMS. However, we have received equity consideration in certain of our collaborators
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and/or the right to receive option fees, cash milestone payments upon the achievement of specified development, regulatory, and commercial sales milestones for the drug
discovery targets, and potential royalties. From time to time, we have also made additional equity investments in our drug discovery collaborators.
We may never realize return on our investment of resources and cash in our drug discovery collaborations. Clinical drug development involves a lengthy and
expensive process, with an uncertain outcome. Our drug discovery collaborators may incur additional costs or experience delays in completing, or ultimately be unable to
complete, the development and commercialization of any product candidates. In addition, our ability to realize return from our drug discovery collaborations is subject to the
following risks:
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drug discovery collaborators have significant discretion in determining the amount and timing of efforts and resources that they will apply to our collaborations
and may not perform their obligations as expected;
drug discovery collaborators may not pursue development or commercialization of any product candidates for which we are entitled to option fees, milestone
payments, or royalties or may elect not to continue or renew development or commercialization programs based on results of clinical trials or other studies,
changes in the collaborator’s strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;
drug discovery collaborators may delay clinical trials for which we are entitled to milestone payments;
we may not have access to, or may be restricted from disclosing, certain information regarding our collaborators’ product candidates being developed or
commercialized and, consequently, may have limited ability to inform our stockholders about the status of, and likelihood of achieving, milestone payments or
royalties under such collaborations;
drug discovery collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with any product
candidates and products for which we are entitled to milestone payments or royalties if the collaborator believes that the competitive products are more likely
to be successfully developed or can be commercialized under terms that are more economically attractive;
product candidates discovered in drug discovery collaborations with us may be viewed by our collaborators as competitive with their own product candidates
or products, which may cause our collaborators to cease to devote resources to the commercialization of any such product candidates;
existing drug discovery collaborators and potential future drug discovery collaborators may begin to perceive us to be a competitor more generally, particularly
as we advance our proprietary drug discovery programs, and therefore may be unwilling to continue existing collaborations with us or to enter into new
collaborations with us;
a drug discovery collaborator may fail to comply with applicable regulatory requirements regarding the development, manufacture, distribution, or marketing
of a product candidate or product, which may impact our ability to receive milestone payments;
disagreements with drug discovery collaborators, including disagreements over intellectual property or proprietary rights, contract interpretation, or the
preferred course of development, might cause delays or terminations of the research, development, or commercialization of product candidates for which we
are eligible to receive milestone payments, or might result in litigation or arbitration;
drug discovery collaborators may not properly obtain, maintain, enforce, defend or protect our intellectual property or proprietary rights or may use our
proprietary information in such a way as to potentially lead to disputes or legal proceedings that could jeopardize or invalidate our or their intellectual property
or proprietary information or expose us and them to potential litigation;
drug discovery collaborators may infringe, misappropriate, or otherwise violate the intellectual property or proprietary rights of third parties, which may expose
us to litigation and potential liability;
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drug discovery collaborators could suffer from operational delays as a result of global health impacts, such as the COVID-19 pandemic; and
drug discovery collaborations may be terminated prior to our receipt of any significant value from the collaboration.
Our drug discovery collaborations may not lead to development or commercialization of product candidates that results in our receipt of option fees, milestone
payments, or royalties in a timely manner, or at all. If any drug discovery collaborations that we enter into do not result in the successful development and commercialization
of drug products that result in option fees, milestone payments, or royalties to us, we may not receive return on the resources we have invested in the drug discovery
collaboration. Moreover, even if a drug discovery collaboration initially leads to the achievement of milestones that result in payments to us, it may not continue to do so.
We also rely on collaborators for the development and potential commercialization of product candidates we discover internally when we believe it will help
maximize clinical and commercial opportunities for the product candidate. For example, under our collaboration agreement with BMS, after mutual agreement on the targets(s)
of interest, the Schrödinger Therapeutics Group is responsible for the discovery of development candidates. Once a development candidate meeting specified criteria for a
target has been identified, BMS will be solely responsible for the development, manufacturing and commercialization of such development candidate. Even if we successfully
identify one or more development candidates for BMS to develop and commercialize under our collaboration agreement, BMS may not achieve the research, development,
regulatory and sales milestones for those development candidates that result in additional payments to us.
We may not realize returns on our equity investments in our drug discovery collaborators.
We may not realize returns on our equity investments in our drug discovery collaborators. None of the drug discovery collaborators in which we hold equity generate
revenue from commercial sales of drug products. They are therefore dependent on the availability of capital on favorable terms to continue their operations. In addition, if the
drug discovery collaborators in which we hold equity raise additional capital, our ownership interest in and degree of control over these drug discovery collaborators will be
diluted, unless we have sufficient resources and choose to invest in them further or successfully negotiate contractual anti-dilution protections for our equity investment. The
financial success of our equity investment in any collaborator will likely be dependent on a liquidity event, such as a public offering, acquisition, or other favorable market
event reflecting appreciation in the value of the equity we hold. The capital markets for public offerings and acquisitions are dynamic, and the likelihood of liquidity events for
the companies in which we hold equity interests could significantly worsen. Further, valuations of privately held companies are inherently complex due to the lack of readily
available market data. If we determine that any of our investments in such companies have experienced a decline in value, we may be required to record an impairment, which
could negatively impact our financial results. The fair value of our equity interests in public companies, such as Morphic and Structure Therapeutics, may fluctuate
significantly in future periods since we determine the fair value of such equity interests based on the market value of such companies’ common stock as of a given reporting
date. All of the equity we hold in our drug discovery collaborators is subject to a risk of partial or total loss of our investment.
Our drug discovery collaborators have significant discretion in determining when to make announcements, if any, about the status of our collaborations, including about
clinical developments and timelines for advancing collaborative programs, and the price of our common stock may decline as a result of announcements of unexpected
results or developments.
Our drug discovery collaborators have significant discretion in determining when to make announcements about the status of our collaborations, including about
preclinical and clinical developments and timelines for advancing the collaborative programs. While as a general matter we intend to periodically report on the status of our
collaborations, our drug discovery collaborators, and in particular, our privately-held collaborators, may wish to report such information more or less frequently than we intend
to or may not wish to report such information at all. The price of our common stock may decline as a result of the public announcement of unexpected results or developments
in our collaborations, or as a result of our collaborators withholding such information.
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Although we believe that our computational platform has the potential to identify more promising molecules than traditional methods and to accelerate drug discovery,
our focus on using our platform technology to discover and design molecules with therapeutic potential may not result in the discovery and development of commercially
viable products for us or our collaborators.
Our scientific approach focuses on using our platform technology to conduct “computational assays” that leverage our deep understanding of physics-based modeling
and theoretical chemistry to design molecules and predict their key properties without conducting time-consuming and expensive physical experiments. Our computational
platform underpins our software solutions, our drug discovery collaborations and our own proprietary drug discovery programs.
While the results of certain of our drug discovery collaborators suggest that our platform is capable of accelerating drug discovery and identifying high quality
product candidates, these results do not assure future success for our drug discovery collaborators or for us with our proprietary drug discovery programs.
Even if we or our drug discovery collaborators are able to develop product candidates that demonstrate potential in preclinical studies, we or they may not succeed in
demonstrating safety and efficacy of product candidates in human clinical trials. For example, in collaboration with us, Nimbus Therapeutics, LLC, or Nimbus, was able to
identify a unique series of acetyl-CoA carboxylase, or ACC, allosteric protein-protein interaction inhibitors with favorable pharmaceutical properties that inhibit the activity of
the ACC enzyme. Nimbus achieved proof of concept in a Phase 1b clinical trial of its ACC inhibitor, firsocostat, and later sold the program to Gilead Sciences, Inc., or Gilead
Sciences, in a transaction valued at approximately $1.2 billion, comprised of an upfront payment and earn outs. Of this amount, $601.3 million has been paid to Nimbus to
date, and we received a total of $46.0 million in cash distributions in 2016 and 2017. In December 2019, Gilead Sciences announced topline results from its Phase 2 clinical
trial which included firsocostat, both as a monotherapy and in combination with other investigational therapies for advanced fibrosis due to nonalcoholic steatohepatitis, in
which the primary endpoint was not met. Gilead Sciences is currently evaluating firsocostat in a Phase 2b clinical trial in combination with Novo Nordisk A/S’s semaglutide, a
GLP-1 receptor agonist, for compensated cirrhosis due to nonalcoholic steatohepatitis. Moreover, preclinical and clinical data are often susceptible to varying interpretations
and analyses, and many companies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain
marketing approval of their product candidates.
We may not be successful in our efforts to identify, discover or develop product candidates and may fail to capitalize on programs, collaborations, or product candidates
that may present a greater commercial opportunity or for which there is a greater likelihood of success.
Research programs to identify new product candidates require substantial technical, financial, and human resources. As an organization, we have selected our first
development candidates, which are SGR-1505, our MALT1 inhibitor, SGR-2921, our CDC7 inhibitor, and SGR-3515, our WEE1 inhibitor. The FDA cleared our IND for
SGR-1505 in June 2022. We recently initiated a Phase 1 clinical trial of SGR-1505 in patients with relapsed or refractory B-cell lymphomas and currently have clinical trial
sites open for screening and enrollment, but we have not yet dosed any patients with SGR-1505. We also plan to an submit IND application to the FDA for SGR-2921 in the
first half of 2023 and an IND application to the FDA for SGR-3515 in 2024, subject to favorable data from IND-enabling studies. We have not yet advanced any other
programs into IND-enabling studies, and we may fail to identify potential product candidates for clinical development. Similarly, a key element of our business plan is to
expand the use of our computational platform through an increase in software sales and drug discovery collaborations. A failure to demonstrate the utility of our platform by
successfully using it ourselves to discover internal product candidates could harm our business prospects.
Because we have limited resources, we focus our research programs on protein targets where we believe our computational assays are a good substitute for
experimental assays, where we believe it is theoretically possible to discover a molecule with properties that are required for the molecule to become a drug and where we
believe there is a meaningful commercial opportunity, among other factors. The focus of our initial proprietary drug discovery programs was in the area of oncology, and we
have only recently begun expanding into other therapeutic areas, including neurology and immunology. We may forego or delay pursuit of opportunities with certain programs,
collaborations, or product candidates or for indications that later prove to have greater commercial potential. However, the development of any product candidate we pursue
may ultimately prove to be unsuccessful or less successful than another potential product candidate that we might have chosen to pursue on a more aggressive basis with our
capital resources. If we do not accurately evaluate the commercial potential for a particular product candidate, we may relinquish valuable rights to that product candidate
through strategic collaboration, partnership, licensing, or other arrangements in cases in which it would have been more advantageous for us to retain sole development and
commercialization rights to such product candidate. Alternatively, we may allocate internal resources to a product candidate in a therapeutic area in which it would have been
more advantageous to enter into a collaboration.
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Our research programs may show initial promise in identifying potential product candidates internally or with collaborators, yet fail to yield product candidates for
clinical development for a number of reasons, including:
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our research methodology or that of any collaborator may be unsuccessful in identifying potential product candidates that are successful in clinical development;
potential product candidates may be shown to have harmful side effects or may have other characteristics that may make the product candidates unmarketable or
unlikely to receive marketing approval;
our current or future collaborators may change their development profiles for potential product candidates or abandon a therapeutic area; or
new competitive developments may render our product candidates obsolete or noncompetitive.
If any of these events occur, we may be forced to abandon our development efforts for a program or programs, which would have a material adverse effect on our
business.
We rely on contract research organizations to synthesize any molecules with therapeutic potential that we discover. If such organizations do not meet our supply
requirements, or if such organizations do not otherwise perform satisfactorily, development of any product candidate we may develop may be delayed.
We rely and expect to continue to rely on third parties to synthesize any molecules with therapeutic potential that we discover. Reliance on third parties may expose us
to different risks than if we were to synthesize molecules ourselves. Our reliance on these third parties will reduce our control over these activities but will not relieve us of our
responsibilities. If these third parties do not successfully carry out their contractual duties, meet expected deadlines, or synthesize molecules in accordance with regulatory
requirements, if there are disagreements between us and such parties or if such parties are unable to expand capacities, we may not be able to fulfill, or may be delayed in
producing sufficient product candidates to meet, our supply requirements, and we may not be able to complete, or may be delayed in completing, the necessary preclinical
studies to enable us to progress viable product candidates for IND submissions or the necessary clinical trials and we will not be able to, or may be delayed in our efforts to,
successfully develop and commercialize such product candidates. These facilities may also be affected by natural disasters, such as floods or fire, or geopolitical developments
or public health pandemics, such as COVID-19, or such facilities could face production issues, such as contamination or regulatory concerns following a regulatory inspection
of such facility. In such instances, we may need to locate an appropriate replacement third-party facility and establish a contractual relationship, which may not be readily
available or on acceptable terms, which would cause additional delay and increased expense, and may have a material adverse effect on our business.
We or any third party may also encounter shortages in the raw materials or active pharmaceutical ingredient, or API, necessary to synthesize any molecule we may
discover in the quantities needed for preclinical studies or clinical trials, as a result of capacity constraints or delays or disruptions in the market for the raw materials or API.
Even if raw materials or API are available, we may be unable to obtain sufficient quantities at an acceptable cost or quality. The failure by us or the third parties to obtain the
raw materials or API necessary to synthesize sufficient quantities of any molecule we may discover could delay, prevent, or impair our development efforts and may have a
material adverse effect on our business.
If we are not able to establish or maintain collaborations to develop and commercialize any of the product candidates we discover internally, we may have to alter our
development and commercialization plans for those product candidates and our business could be adversely affected.
We expect to rely on future collaborators for the development and potential commercialization of product candidates we discover internally when we believe it will
help maximize the clinical and commercial opportunities of the product candidate. We face significant competition in seeking appropriate collaborators for these activities, and
a number of more established companies may also be pursuing such collaborations. These established companies may have a competitive advantage over us due to their size,
financial resources, and greater clinical development and commercialization expertise. Whether we reach a definitive agreement for such collaborations will depend, among
other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration, and the proposed collaborator’s
evaluation of a number of factors. Those factors may include the design or results of preclinical studies and clinical trials, the likelihood of approval by the FDA or similar
regulatory authorities outside the United States, the potential market for the subject product candidate, the costs and complexities of manufacturing and delivering such product
candidate to patients, the potential of competing products, the existence of uncertainty with respect to our ownership of technology, which can exist if there is a challenge to
such ownership without regard to the merits of the challenge, and industry and market conditions generally. The collaborator may also consider
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alternative product candidates or technologies for similar indications that may be available to collaborate on and whether such a collaboration could be more attractive than the
one with us for our product candidate. Collaborations are complex and time-consuming to negotiate and document. In addition, there have been a significant number of recent
business combinations among large biopharmaceutical companies that have resulted in a reduced number of potential future collaborators.
If we are unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms or at all, we may have to curtail the development of a product
candidate, reduce or delay its development program or one or more of our other development programs, or increase our expenditures and undertake development or
commercialization activities at our own expense. If we elect to fund and undertake development or commercialization activities on our own, we may need to obtain additional
expertise and additional capital, which may not be available to us on acceptable terms or at all. If we fail to enter into collaborations and do not have sufficient funds or
expertise to undertake the necessary development and commercialization activities, we may not be able to further develop any product candidates or bring them to market.
As a company, we have very limited experience in clinical development and have not yet demonstrated our ability to complete any clinical trials.
We only began conducting our own wholly-owned drug discovery efforts in 2018. We have selected our first development candidates, which are SGR-1505, our
MALT1 inhibitor, SGR-2921, our CDC7 inhibitor, and SGR-3515, our WEE1 inhibitor, and as a company, we have very limited experience in clinical development. The FDA
cleared our first IND in June 2022, which is for SGR-1505. We recently initiated a Phase 1 clinical trial of SGR-1505 in patients with relapsed or refractory B-cell lymphomas
and currently have clinical trial sites open for screening and enrollment, but we have not yet dosed any patients with SGR-1505.
Our limited experience in designing and conducting clinical development activities may adversely impact the likelihood that we will be successful in advancing our
programs. Further, any predictions you make about the future success or viability of our proprietary drug discovery programs may not be as accurate as they could be if we had
a history of conducting clinical trials and developing our own product candidates.
Further, if we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies governing clinical trials, our
development plans may be impacted. For example, in December 2022, with the passage of Food and Drug Omnibus Reform Act, or FDORA, Congress required sponsors to
develop and submit a diversity action plan for each phase 3 clinical trial or any other “pivotal study” of a new drug or biological product. These plans are meant to encourage
the enrollment of more diverse patient populations in late-stage clinical trials of FDA-regulated products. Specifically, actions plans must include the sponsor’s goals for
enrollment, the underlying rationale for those goals, and an explanation of how the sponsor intends to meet them. In addition to these requirements, the legislation directs the
FDA to issue new guidance on diversity action plans.
In addition, the regulatory landscape related to clinical trials in the EU recently evolved. The EU Clinical Trials Regulation, or CTR, which was adopted in April 2014
and repeals the EU Clinical Trials Directive, became applicable on January 31, 2022. While the Clinical Trials Directive required a separate clinical trial application, or CTA,
to be submitted in each member state, to both the competent national health authority and an independent ethics committee, the CTR introduces a centralized process and only
requires the submission of a single application to all member states concerned. The CTR allows sponsors to make a single submission to both the competent authority and an
ethics committee in each member state, leading to a single decision per member state. The assessment procedure of the CTA has been harmonized as well, including a joint
assessment by all member states concerned, and a separate assessment by each member state with respect to specific requirements related to its own territory, including ethics
rules. Each member state’s decision is communicated to the sponsor via the centralized EU portal. Once the CTA is approved, clinical study development may proceed. The
CTR foresees a three-year transition period. The extent to which ongoing and new clinical trials will be governed by the CTR varies. For clinical trials whose CTA was made
under the Clinical Trials Directive before January 31, 2022, the Clinical Trials Directive will continue to apply on a transitional basis for three years. Additionally, sponsors
may still choose to submit a CTA under either the Clinical Trials Directive or the CTR until January 31, 2023 and, if authorized, those will be governed by the Clinical Trials
Directive until January 31, 2025. By that date, all ongoing trials will become subject to the provisions of the CTR.
As our wholly-owned drug discovery business grows, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown
factors. Our wholly-owned drug discovery business will need to transition to a business capable of supporting clinical development activities. We may not be successful in
such a transition.
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Conducting successful clinical trials requires the enrollment of a sufficient number of patients, and suitable patients may be difficult to identify and recruit.
Conducting successful clinical trials requires the enrollment of a sufficient number of patients, and suitable patients may be difficult to identify and recruit. Identifying
and qualifying patients to participate in future clinical trials for any other product candidate we develop is critical to our success. Patient enrollment in clinical trials and
completion of patient participation and follow-up depends on many factors, including the severity of disease; size of the patient population; the nature of the trial protocol; the
attractiveness of, or the discomforts and risks associated with, the treatments received by enrolled subjects; the availability of clinical trial investigators with appropriate
competencies and experience; support staff; the number of ongoing clinical trials in the same indication that compete for the same patients; proximity of patients to clinical
sites; the number and availability of trial sites; the ability to comply with the eligibility and exclusion criteria for participation in the clinical trial; ability to obtain and maintain
patient consents; patient compliance; the ability to monitor patients during and after treatment; and the impact of the ongoing COVID-19 pandemic. For example, patients may
be discouraged from enrolling in our clinical trials if the trial protocol requires them to undergo extensive post-treatment procedures or follow-up to assess the safety and
effectiveness of our product candidates. Patients may also not participate in our clinical trials if they choose to participate in contemporaneous clinical trials of competitive
products with competitors that have more clinical development experience than we do.
Our inability to locate and enroll a sufficient number of patients for our clinical trials would result in significant delays, could require us to abandon one or more
clinical trials altogether and could delay or prevent our receipt of necessary regulatory approvals. Enrollment delays in our clinical trials may result in increased development
costs for our product candidates, which would cause the value of our company to decline and limit our ability to obtain additional financing.
We rely on, and plan to continue to rely on, third parties to conduct our clinical trials, and those third parties may not perform satisfactorily, including failing to meet
deadlines for the completion of such trials, which may prevent or delay our ability to seek or obtain marketing approval for or commercialize our product candidates or
otherwise harm our business.
We rely on, and plan to continue to rely on, third-party clinical research organizations, in addition to other third parties such as research collaboratives and consortia,
clinical data management organizations, medical institutions and clinical investigators, to conduct our ongoing and future clinical trials. These contract research organizations
and other third parties play a significant role in the conduct and timing of these trials and subsequent collection and analysis of data. These third-party arrangements might
terminate for a variety of reasons, including a failure to perform by the third parties. If we need to enter into alternative arrangements, our product development activities might
be delayed.
Our reliance on third parties for research and development activities reduces our control over these activities but does not relieve us of our responsibilities. For
example, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, and legal, regulatory and scientific standards, and
our reliance on third parties does not relieve us of our responsibility to comply with any such standards. We and these third parties are required to comply with current good
clinical practices, or cGCP, which are regulations and guidelines enforced by the FDA for all of our products in clinical development. Regulatory authorities in Europe and
other jurisdictions have similar requirements. Regulatory authorities enforce these cGCPs through periodic inspections of trial sponsors, principal investigators and trial sites.
If we or any of these third parties fail to comply with applicable cGCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable
foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you a given regulatory
authority will determine that any of our clinical trials comply with cGCP regulations. We also are required to register ongoing clinical trials and post the results of completed
clinical trials on a U.S. government-sponsored database, clinicaltrials.gov, within certain timeframes. Failure to do so can result in fines, adverse publicity and civil and
criminal sanctions.
Furthermore, third parties on whom we rely may also have relationships with other entities, some of which may be our competitors. In addition, these third parties are
not our employees, and except for remedies available to us under our agreements with such third parties, we cannot control whether or not they devote sufficient time and
resources to our on-going clinical, nonclinical and preclinical programs. If these third parties do not successfully carry out their contractual duties or obligations or meet
expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised, our clinical trials may be extended, delayed or
terminated and we may not be able to obtain, or may be delayed in obtaining, marketing approvals for our product candidates and will not be able to, or may be delayed in our
efforts to, successfully commercialize our medicines.
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If serious adverse or unacceptable side effects are identified during the development or commercialization of our product candidates, we may need to abandon or limit our
development and/or commercialization efforts for such product candidates.
If serious adverse events or undesirable side effects are observed in any of our clinical trials, we may have difficulty recruiting patients to our clinical trials, patients
may drop out of our trials, or we may be required to abandon the trials or our development efforts of one or more product candidates altogether or limit development to certain
uses or subpopulations in which the serious adverse events, undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-
benefit perspective. We, the FDA, comparable foreign regulatory authorities or an independent institutional review board may suspend clinical trials of a product candidate at
any time for various reasons, including a belief that subjects or patients in such trials are being exposed to unacceptable health risks or adverse side effects. Some potential
therapeutics developed in the biotechnology industry that initially showed therapeutic promise in early-stage trials have later been found to cause side effects that prevented
their further development. Even if the side effects do not preclude the product candidate from obtaining or maintaining marketing approval, undesirable side effects may inhibit
market acceptance of the approved product due to its tolerability versus other therapies. In addition, adverse events which had initially been considered unrelated to the study
treatment may later, even following approval and/or commercialization, be found to be caused by the study treatment. Any of these developments could materially harm our
business, financial condition and prospects.
The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and the results of our clinical trials may not satisfy
the requirements of the FDA or other comparable foreign regulatory authorities.
Before obtaining regulatory approvals for the commercial sale of any of our product candidates, we will be required to demonstrate with substantial evidence through
well-controlled clinical trials that our product candidates are safe and effective for their intended uses. Clinical testing is expensive and can take many years to complete, and
its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. Success in preclinical studies and early-stage clinical trials does not mean
that future clinical trials will be successful. We have not completed a clinical trial of any product candidate. The results of SGR-1505 in preclinical studies may not be
indicative of future results in our ongoing or later stage clinical trials. Product candidates in later-stage clinical trials may fail to demonstrate sufficient safety and efficacy to
the satisfaction of the FDA and other comparable foreign regulatory authorities despite having progressed through preclinical studies and early-stage clinical trials.
In some instances, there can be significant variability in safety and efficacy results between different clinical trials of the same product candidate due to numerous
factors, including changes in trial protocols, differences in size and type of the patient populations, differences in and adherence to the dosing regimen and other trial protocols
and the rate of dropout among clinical trial participants. Patients treated with our product candidates may also be undergoing surgical, radiation and chemotherapy treatments
and may be using other approved products or investigational new drugs, which can cause side effects or adverse events that are unrelated to our product candidate. As a result,
assessments of efficacy can vary widely for a particular patient, and from patient to patient and site to site within a clinical trial. This subjectivity can increase the uncertainty
of, and adversely impact, our clinical trial outcomes. We do not know whether any clinical trials we may conduct will demonstrate consistent or adequate efficacy and safety
sufficient to obtain marketing approval to market our product candidates. Most product candidates that begin clinical trials are never approved by regulatory authorities for
commercialization.
Moreover, preclinical studies and clinical data are often susceptible to varying interpretations and analyses and many companies that believed their product candidates
performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA or comparable foreign regulatory authority approval. We cannot guarantee
that the FDA or comparable foreign regulatory authorities will interpret trial results as we do, and more trials than we anticipated could be required before we are able to
submit applications seeking approval of our product candidates. To the extent that the results of the trials are not satisfactory to the FDA or comparable foreign regulatory
authorities for support of a marketing application, we may be required to expend significant resources, which may not be available to us, to conduct additional trials in support
of potential approval of our product candidates. Even if regulatory approval is secured for any of our product candidates, the terms of such approval may limit the scope and
use of our product candidate, which may also limit its commercial potential. Furthermore, the approval policies or regulations of the FDA or comparable foreign regulatory
authorities may significantly change in a manner rendering our clinical data insufficient for approval, which may lead to the FDA or comparable foreign regulatory authorities
delaying, limiting or denying approval of our product candidates.
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Interim, initial, “topline”, and preliminary data from our clinical trials that we announce or publish in the future may change as more patient data become available and
are subject to audit and verification procedures that could result in material changes in the final data.
From time to time, we may publicly disclose interim, initial, preliminary or topline data from our clinical trials, which are based on a preliminary analysis of then-
available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular trial.
Interim data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues
and more patient data become available or as patients from our clinical trials continue other treatments for their disease. We will also have to make assumptions, estimations,
calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data. As a result, the
interim, initial, topline or preliminary results that we report may differ from future results of the same trials, or different conclusions or considerations may qualify such results,
once additional data have been received and fully evaluated. Preliminary or topline data also remain subject to audit and verification procedures that may result in the final data
being materially different from the preliminary or topline data we previously published. As a result, interim, initial, topline and preliminary data should be viewed with caution
until the final data are available.
Adverse differences between interim data and final data could significantly harm our reputation and business prospects and may cause volatility in the price of our
common stock.
If we and any current or future collaborators are unable to successfully complete clinical development, obtain regulatory approval for, or commercialize any product
candidates, or experience delays in doing so, our business may be materially harmed.
We are early in our development efforts. While our most advanced product candidate, SGR-1505, has been cleared by the FDA to be tested in humans, we have only
recently initiated a clinical trial of SGR-1505. We have not yet dosed any patients with SGR-1505 or any other product candidate. Our ability to generate product revenues,
which we do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of our product candidates. The
success of our and any current or future collaborators’ development and commercialization programs will depend on several factors, including the following:
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successful completion of necessary preclinical studies to enable the initiation of clinical trials;
successful enrollment of patients in, and the completion of, the clinical trials;
acceptance by the FDA or other regulatory agencies of regulatory filings for any product candidates we and our current or future collaborators may develop;
expanding and maintaining a workforce of experienced scientists and other technical specialists to continue to develop any product candidates;
obtaining and maintaining intellectual property protection and regulatory exclusivity for any product candidates we and our current or future collaborators may
develop;
making arrangements with third-party manufacturers for, or establishing, clinical and commercial manufacturing capabilities;
establishing sales, marketing, and distribution capabilities for drug products and successfully launching commercial sales, if and when approved;
acceptance of any product candidates we and our current or future collaborators may develop, if and when approved, by patients, the medical community, and
third-party payors;
effectively competing with other therapies;
obtaining and maintaining coverage, adequate pricing, and adequate reimbursement from third-party payors, including government payors;
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patients’ willingness to pay out-of-pocket in the absence of coverage and/or adequate reimbursement from third-party payors;
ongoing or future restrictions resulting from the COVID-19 pandemic and its collateral consequences may result in internal and external operational delays and
limitations; and
maintaining a continued acceptable safety profile following receipt of any regulatory approvals.
Many of these factors are beyond our control, including clinical outcomes, the regulatory review process, potential threats to our intellectual property rights, and the
manufacturing, marketing, and sales efforts of any current or future collaborator. Clinical drug development involves a lengthy and expensive process, with an uncertain
outcome. If we or our current or future collaborators are unable to develop, receive marketing approval for, and successfully commercialize any product candidates, or if we or
they experience delays as a result of any of these factors or otherwise, we may need to spend significant additional time and resources, which would adversely affect our
business, prospects, financial condition, and results of operations.
We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do, thus rendering
our products non-competitive, obsolete or reducing the size of our market.
We face competition with respect to our and our collaborators’ product candidates from many biopharmaceutical and biotechnology companies. The biotechnology
and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary and novel products and product
candidates. Our competitors have developed, are developing or may develop products, product candidates that are competitive with or superior to our product candidates. Any
product candidates that we successfully develop and commercialize, internally or with our collaborators, will compete with existing therapies and new therapies that may
become available in the future.
In particular, there is intense competition in the field of oncology, which is a focus of our drug discovery efforts. We have competitors both in the United States and
internationally, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies, emerging and start-up
companies, universities and other research institutions. We also compete with these organizations to recruit management, scientists and clinical development personnel, which
could negatively affect our level of expertise and our ability to execute our business plan. We also face competition in finding and establishing clinical trial sites, enrolling
subjects for clinical trials, assessing combination studies and recruiting credible principal investigators and advisors from key clinical disciplines and academic centers.
For example, with respect to SGR-1505, our MALT1 inhibitor, which we are advancing for the treatment of patients with relapsed or refractory B-cell lymphomas, we
are aware of several MALT1 inhibitors in clinical development, including by Janssen Research and Development, LLC, a Johnson & Johnson company, Ono Pharmaceutical
Co., Ltd., AbbVie Inc. and Zentalis Pharmaceuticals. In addition, we compete with other therapeutics, both approved and in clinical development, for the treatment of B-cell
lymphomas.
Large pharmaceutical and biotechnology companies, in particular, have extensive experience in building and accessing networks of expert investigators, designing
and conducting clinical trials, obtaining regulatory approvals, and manufacturing and commercializing biotechnology products. These companies also have significantly
greater research and development and marketing capabilities than we do and may also have products that have been approved or are in late stages of development, and
collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical and biotechnology companies may also invest
heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make the product candidates that we develop obsolete. Our
commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side
effects, are more convenient or are less expensive than our products. Smaller or early-stage companies may also prove to be significant competitors, particularly through
collaborative arrangements with large and established companies, as well as in acquiring technologies complementary to, or necessary for, our programs. As a result of all of
these factors, our competitors may succeed in obtaining approval from the FDA or other comparable foreign regulatory authorities or in discovering, developing and
commercializing products in our field before we do.
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Risks Related to Our Operations
Doing business internationally creates operational and financial risks for our business.
For the fiscal year ended December 31, 2022, sales to customers outside of the United States accounted for approximately 32% of our total revenues. Operating in
international markets requires significant resources and management attention and subjects us to regulatory, economic, and political risks that are different from those in the
United States. We have limited operating experience in some international markets, and we cannot assure you that our expansion efforts into other international markets will be
successful. Our experience in the United States and other international markets in which we already have a presence may not be relevant to our ability to expand in other
markets. Our international expansion efforts may not be successful in creating further demand for our solutions outside of the United States or in effectively selling our
solutions in the international markets we enter. In addition, we face risks in doing business internationally that could adversely affect our business, including:
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the need to localize and adapt our solutions for specific countries, including translation into foreign languages;
data privacy laws which require that customer data be stored and processed in a designated territory or handled in a manner that differs significantly from how
we typically handle customer data;
difficulties in staffing and managing foreign operations, including employee laws and regulations;
different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues;
differences in healthcare systems, drug regulation and reimbursement, and drug discovery and development practices and technologies;
new and different sources of competition;
weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other
rights outside of the United States;
laws and business practices favoring local competitors;
compliance challenges related to the complexity of multiple, conflicting, and changing governmental laws and regulations, including employment, tax,
reimbursement and pricing, privacy and data protection, and anti-bribery laws and regulations;
increased financial accounting and reporting burdens and complexities;
restrictions on the transfer of funds;
changes in diplomatic and trade relationships, including new tariffs, trade protection measures, import or export licensing requirements, trade embargoes, and
other trade barriers;
changes in social, political, and economic conditions or in laws, regulations, and policies governing foreign trade, manufacturing, development, and investment
both domestically as well as in the other countries and jurisdictions;
adverse tax consequences, including the potential for required withholding taxes;
global health pandemics, such as COVID-19; and
unstable regional, economic and political conditions.
Our international agreements may provide for payment denominated in local currencies and our local operating costs are denominated in local currencies. Therefore,
fluctuations in the value of the U.S. dollar and foreign currencies may impact our operating results when translated into U.S. dollars. We do not currently engage in currency
hedging activities to limit the risk of exchange rate fluctuations.
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Furthermore, with respect to our drug discovery programs, the current conflict involving Russia and Ukraine may impact the ability of our CROs in the region to
produce materials we require to conduct certain of our preclinical studies. If the conflict were to be prolonged or worsened, and if we are unable to obtain alternative sources
for such materials that we require, the ability for us to timely execute and complete certain of our preclinical studies may be adversely impacted.
Additionally, we could face heightened risks as a result of the withdrawal of the United Kingdom from the European Union, commonly referred to as Brexit. Since the
regulatory framework for pharmaceutical products in the United Kingdom covering quality, safety and efficacy of pharmaceutical products, clinical trials, marketing
authorization, commercial sales and distribution of pharmaceutical products is derived from European Union directives and regulations, the consequences of Brexit and the
future regulatory regime that applies to products and the approval of product candidates in the United Kingdom remains unclear.
A widespread outbreak of an illness or other health issue, such as the COVID-19 pandemic, could negatively affect various aspects of our business and make it more
difficult to meet our obligations to our customers, and could result in reduced demand from our customers as well as delays in our drug discovery and development
programs.
Our business and operations could be adversely affected by health epidemics, including the ongoing COVID-19 pandemic, impacting the markets and industries in
which we and our customers and collaborators operate.
In early March 2020, we implemented a work-from-home policy for all of our employees. Beginning in June 2020, we began limited re-openings of certain of our
offices in the United States and abroad. All of our offices are currently open, though we may take future actions that alter our operations as may be required by federal, state, or
local authorities, or which we determine are in our best interests. While most of our operations can be performed remotely, there is no guarantee that we will continue to be as
effective while working remotely because our team is dispersed, many employees may have additional personal needs to attend to (such as looking after children as a result of
school closures or family who become sick), and employees may become sick themselves and be unable to work. Decreased effectiveness of our team could adversely affect
our results due to our inability to meet in person with potential or current customers and collaborators, or other decreases in productivity that could seriously harm our
business.
On January 30, 2023, the Biden Administration announced that it will end the public health emergency declarations related to COVID-19 on May 11, 2023. On
January 31, 2023, the FDA indicated that it would soon issue a Federal Register notice describing how the termination of the public health emergency will impact the agency’s
COVID-19 related guidance, including the clinical trial guidance and updates thereto. At this point, it is unclear how, if at all, these developments will impact our efforts to
develop and commercialize our product candidates.
The full extent of the future impact of the COVID-19 pandemic will depend on many factors outside of our control, including, without limitation, the extent,
trajectory and duration of the pandemic, the development, availability and distribution of effective treatments and vaccines, the imposition of protective public safety measures,
the emergence of new strains and variants of COVID-19 and the effectiveness of vaccines against such strains and variants, and the impact of the pandemic on the global
economy. For instance, if certain of our customers experience downturns or uncertainty in their own business operations and revenue because of the economic effects resulting
from the spread of COVID-19, they may decrease their spending, which may result in decreased software revenue.
In addition, as a result of the COVID-19 pandemic, we may experience delays in the progress of certain of our and our collaborators’ drug discovery and development
programs, particularly those that are in preclinical studies and clinical trials or that are preparing to enter clinical trials. Relative to our and our collaborators’ drug discovery
programs, the COVID-19 pandemic has resulted in, and may in the future result in, disruptions in current and future IND-enabling studies and clinical trials, manufacturing
disruptions, trial site disruptions and impact the ability to obtain necessary institutional review board, institutional biosafety committee, or other necessary site approvals.
These disruptions have caused and may in the future cause delays in certain of our and our collaborators’ drug discovery programs. For example, our contract manufacturing
organizations, or CMOs, and our contract research organizations, or CROs, have experienced reductions in the capacity to undertake research-scale production and have
experienced delays in executing preclinical studies, including our IND-enabling studies for SGR-2921. We expect to submit the IND application to the FDA for SGR-2921 in
the first half of 2023 and to initiate a Phase 1 clinical trial in the second half of 2023, subject to receipt of regulatory clearance. In addition, the resurgence of COVID-19 in
certain cities in China, and related subsequent lockdowns, have also reduced the capacity of a number of CROs that we work with in those affected areas. These reductions and
delays may persist in the future, and we, together with our CMOs and CROs, are closely monitoring the impact of the COVID-19 pandemic on these operations, and we are
actively working to add supplemental or substitute capacity to minimize the impact of these reduced
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operations. Furthermore, if our collaborators experience similar delays with their drug discovery and development programs, that could cause additional delays in our
achievement of milestones and related revenue.
Inadequate funding or disruptions at the FDA and other agencies may also slow the time necessary for new product candidates to be reviewed and/or approved by
necessary government agencies, which would adversely affect our business. For example, over the last several years the U.S. government has shut down several times and
certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical FDA, SEC and other government employees and stop critical activities. If a prolonged
government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material
adverse effect on our business. Further, future government shutdowns could impact our ability to access the public markets and obtain necessary capital in order to properly
capitalize and continue our operations.
The global impact of COVID-19 continues to rapidly evolve, and we will continue to monitor the situation closely. The ultimate impact of the COVID-19 pandemic
or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business, operations, or the
global economy as a whole. While the spread of COVID-19 may eventually be contained or mitigated, there is no guarantee that a future outbreak of this or any other
widespread epidemics will not occur, or that the global economy will recover, either of which could seriously harm our business.
If we fail to manage our technical operations infrastructure, our existing customers, and our internal drug discovery team, may experience service outages, and our new
customers may experience delays in the deployment of our solutions.
We have experienced significant growth in the number of users and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in
our operations infrastructure to meet the needs of all of our customers and to support our proprietary drug discovery programs. We also seek to maintain excess capacity to
facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological
operations infrastructure in order to support version control, changes in hardware and software parameters and the evolution of our solutions. However, the provision of new
hosting infrastructure requires adequate lead-time. We have experienced, and may in the future experience, website disruptions, outages, and other performance problems.
These types of problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in usage, and
denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If we do not
accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject us to financial penalties, financial liabilities, and
customer losses. If our operations infrastructure fails to keep pace with increased sales and usage, customers and our internal drug discovery team may experience delays in the
deployment of our solutions as we seek to obtain additional capacity, which could adversely affect our reputation and adversely affect our revenues.
Changes in tax laws or in their implementation or interpretation could adversely affect our business and financial condition.
Changes in tax law may adversely affect our business or financial condition. The Tax Cuts and Jobs Act, or the 2017 Tax Act, as amended by the Coronavirus Aid,
Relief, and Economic Security Act, or CARES Act, significantly revises the Internal Revenue Code of 1986, as amended, or the Code. The 2017 Tax Act, among other things,
contains significant changes to corporate taxation, including a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21% and limitation of the
deduction for net operating losses, or NOLs, to 80% of current-year taxable income for losses arising in taxable years beginning after December 31, 2017 (though any such
NOLs may be carried forward indefinitely. In addition, beginning in 2022, the 2017 Tax Act eliminates the option to deduct research and development expenditures currently
and requires corporations to capitalize and amortize them over five years.
In addition to the CARES Act, as part of Congress’s response to the COVID-19 pandemic, economic relief legislation was enacted in 2020 and 2021 containing tax
provisions. The Inflation Reduction Act, or IRA, was also signed into law in August 2022. The IRA introduced new tax provisions, including a one percent excise tax imposed
on certain stock repurchases by publicly traded companies. The one percent excise tax generally applies to any acquisition of stock by the publicly traded company (or certain
of its affiliates) from a stockholder of the company in exchange for money or other property (other than stock of the company itself), subject to a de minimis exception. Thus,
the excise tax could apply to certain transactions that are not traditional stock repurchases. Regulatory guidance under the 2017 Tax Act, the IRA, and such additional
legislation is and continues to be forthcoming, and such guidance could ultimately increase or lessen the
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impact of these laws on our business and financial condition. Additional tax legislation may be enacted, and any such additional legislation could have an impact on our
company. In addition, it is uncertain if and to what extent various states will conform to the 2017 Tax Act, the IRA, and additional tax legislation.
Our ability to use our NOLs and research and development tax credit carryforwards to offset future taxable income may be subject to certain limitations.
As of December 31, 2022, we had federal NOLs of approximately $270.9 million and state NOLs of approximately $170.0 million, which, if not utilized, generally
begin to expire in 2023. As of December 31, 2022, we also had federal research and development tax credit carryforwards of approximately $19.5 million and state research
and development tax credit carryforwards of approximately $1.3 million. Unused credits began to expire in 2021 and generally expire over time if they remain unused. These
NOLs and research and development tax credit carryforwards could expire unused and be unavailable to offset future income tax liabilities.
In addition, under Section 382 of the Code, and corresponding provisions of state law, a corporation that undergoes an “ownership change,” generally defined as a
greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, is subject to limitations on its ability to utilize its
pre-change NOLs and research and development tax credit carryforwards to offset future taxable income. We have performed an analysis through December 31, 2022 and
determined that such an ownership change occurred on March 31, 2021. As a result of such ownership change or future ownership changes, our ability to use our NOLs and
research and development tax credit carryforwards may be materially limited.
There is also a risk that due to regulatory changes, such as suspension of the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise
become unavailable to offset future income tax liabilities. As described above in “Changes in tax laws or in their implementation or interpretation could adversely affect our
business and financial condition,” the 2017 Tax Act as amended by the CARES Act, includes changes to U.S. federal tax rates and rules governing NOL carryforwards that
may significantly impact our ability to utilize NOLs to offset taxable income in the future. In addition, state NOLs generated in one state cannot be used to offset income
generated in another state. For these reasons, we may be unable to use a material portion of our NOLs and other tax attributes.
Our international operations subject us to potentially adverse tax consequences.
We report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. These jurisdictions include Germany,
United Kingdom, Japan, India and South Korea. The international nature and organization of our business activities are subject to complex transfer pricing regulations
administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to
specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest, and penalties, which
could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added, or similar taxes, and we could be
subject to tax liabilities with respect to past or future sales, which could adversely affect our results of operations.
We do not collect sales and use, value added, and similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable or that
we are not required to collect such taxes with respect to the jurisdiction. Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction. Certain
jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be
required to collect such taxes in the future. Such tax assessments, penalties, and interest or future requirements may adversely affect our results of operations.
Unanticipated changes in our effective tax rate could harm our future results.
We are subject to income taxes in the United States and various foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of
expenses in differing jurisdictions. Forecasting our estimated annual effective tax rate is complex and subject to uncertainty, and there may be material differences between our
forecasted and actual tax rates. Our effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates,
certain non-deductible expenses as a result of acquisitions, the
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valuation of deferred tax assets and liabilities, and changes in federal, state, or international tax laws and accounting principles. Increases in our effective tax rate would reduce
our profitability or in some cases increase our losses.
In addition, we may be subject to income tax audits by many tax jurisdictions throughout the world. Although we believe our income tax liabilities are reasonably
estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material
impact on the results of operations for that period.
We have acquired, and we may again in the future acquire, companies or technologies, which could divert our management’s attention, result in additional dilution to our
stockholders, and otherwise disrupt our operations and adversely affect our operating results.
We have acquired, and we may again in the future seek to acquire or invest in, businesses, solutions, or technologies that we believe could complement or expand our
solutions, enhance our technical capabilities, or otherwise offer growth opportunities. For example, in January 2022, we acquired XTAL, a company that provides structural
biology services, including biophysical methods, protein production and purification, and X-ray crystallography, which we believe will augment our ability to produce high
quality target structures for our drug discovery programs. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses
in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.
In addition, other than our acquisition of XTAL, we have limited experience in acquiring other businesses. If we acquire additional businesses, we may not be able to
integrate the acquired personnel, operations, and technologies successfully, effectively manage the combined business following the acquisition or preserve the operational
synergies between our business units that we believe currently exist. We cannot assure you that following any acquisition we would achieve the expected synergies to justify
the transaction, due to a number of factors, including:
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inability to integrate or benefit from acquired technologies or services in a profitable manner;
unanticipated costs or liabilities associated with the acquisition;
acquisition-related costs;
difficulty integrating the accounting systems, operations, and personnel of the acquired business;
difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;
difficulty converting the customers of the acquired business onto our solutions and contract terms, including disparities in the revenues, licensing, support, or
professional services model of the acquired company;
diversion of management’s attention from other business concerns;
adverse effects to our existing business relationships with business partners and customers as a result of the acquisition;
the potential loss of key employees;
use of resources that are needed in other parts of our business; and
use of substantial portions of our available cash to consummate the acquisition.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be
assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on
this impairment assessment process, which could adversely affect our results of operations.
Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an
acquired business fails to meet our expectations, our operating results, business, and financial position may suffer.
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Our operations may be interrupted by the occurrence of a natural disaster or other catastrophic event at our primary facilities.
Our operations are primarily conducted at our facilities in New York, New York, Portland, Oregon, and Hyderabad, India, and our internal hosting facility located in
Clifton, New Jersey. The occurrence of natural disasters or other catastrophic events could disrupt our operations. Any natural disaster or catastrophic event in our facilities or
the areas in which they are located could have a significant negative impact on our operations.
Risks Related to Our Intellectual Property
If we fail to comply with our obligations under our existing license agreements with Columbia University, under any of our other intellectual property licenses, or under
any future intellectual property licenses, or otherwise experience disruptions to our business relationships with our current or any future licensors, we could lose
intellectual property rights that are important to our business.
We are party to a number of license agreements pursuant to which we have been granted exclusive and non-exclusive worldwide licenses to certain patents, software
code, and software programs to, among other things, reproduce, use, execute, copy, operate, sublicense, and distribute the licensed technology in connection with the marketing
and sale of our software solutions and to develop improvements thereto. In particular, the technology that we license from Columbia University pursuant to our license
agreements with them are used in and incorporated into a number of our software solutions which we market and license to our customers. For further information regarding
our license agreements with Columbia University, see “Business—License Agreements with Columbia University”. Our license agreements with Columbia University and
other licensors impose, and we expect that future licenses will impose, specified royalty and other obligations on us.
In spite of our best efforts, our current or any future licensors might conclude that we have materially breached our license agreements with them and might therefore
terminate the license agreements, thereby delaying our ability to market and sell our existing software solutions and develop and commercialize new software solutions that
utilize technology covered by these license agreements. If these in-licenses are terminated, or if the underlying intellectual property fails to provide the intended exclusivity,
competitors could market, products and technologies similar to ours. This could have a material adverse effect on our competitive position, business, financial condition,
results of operations, and prospects.
Disputes may arise regarding intellectual property subject to a licensing agreement, including:
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•
•
•
•
the scope of rights granted under the license agreement and other interpretation related issues;
the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
the sublicensing of patent and other rights under any collaborative development relationships;
the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our current or future licensors
and us and our collaborators; and
the priority of invention of patented technology.
In addition, license agreements are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract
interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we
believe to be our financial or other obligations under the relevant agreement. For example, our counterparties have in the past and may in the future dispute the amounts owed
to them pursuant to payment obligations. If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing
arrangements on commercially acceptable terms, we may experience delays in the development and commercialization of new software solutions and in our ability to market
and sell existing software solutions, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
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Our obligations under our existing or future drug discovery collaboration agreements may limit our intellectual property rights that are important to our business.
Further, if we fail to comply with our obligations under our existing or future collaboration agreements, or otherwise experience disruptions to our business relationships
with our prior, current, or future collaborators, we could lose intellectual property rights that are important to our business.
We are party to collaboration agreements with biopharmaceutical companies, pursuant to which we provide drug discovery services but have no ownership rights, or
only co-ownership rights, to certain intellectual property generated through the collaborations. We are also party to a collaboration agreement with BMS for the development
and potential commercialization of product candidates we discover internally, which also provides for co-ownership rights to certain intellectual property generated through the
collaboration in certain scenarios. We may enter into additional collaboration agreements in the future, pursuant to which we may have no ownership rights, or only co-
ownership rights, to certain intellectual property generated through the future collaborations. If we are unable to obtain ownership or license of such intellectual property
generated through our prior, current, or future collaborations and overlapping with, or related to, our own proprietary technology or product candidates, then our business,
financial condition, results of operations, and prospects could be materially harmed.
Our existing collaboration agreements contain certain exclusivity obligations that require us to design compounds exclusively for our collaborators with respect to
certain specific targets over a specified time period. Our future collaboration agreements may grant similar exclusivity rights to future collaborators with respect to target(s)
that are the subject of such collaborations. Existing or future collaboration agreements may also impose diligence obligations on us. For example, existing or future
collaboration agreements may impose restrictions on us from pursuing the drug development targets for ourselves or for our other current or future collaborators, thereby
removing our ability to develop and commercialize, or to jointly develop and commercialize with other current or future collaborators, product candidates, and technology
related to the drug development targets. Under our collaboration with BMS, for example, we are prohibited from developing and commercializing product candidates
anywhere in the world that are directed at the targets specified under the agreement, until the earlier of such target ceasing to be included under the agreement or the expiration
of the last to expire royalty term for the program related to the target. In spite of our best efforts, our prior, current, or future collaborators might conclude that we have
materially breached our collaboration agreements. If these collaboration agreements are terminated, or if the underlying intellectual property, to the extent we have ownership
or license of, fails to provide the intended exclusivity, competitors would have the freedom to seek regulatory approval of, and to market, products and technology identical to
ours. This could have a material adverse effect on our competitive position, business, financial condition, results of operations, and prospects.
Disputes may arise regarding intellectual property subject to a collaboration agreement, including:
•
•
•
•
•
the scope of ownership or license granted under the collaboration agreement and other interpretation related issues;
the extent to which our technology and product candidates infringe on intellectual property of the collaborator of which we do not have ownership or license
under the collaboration agreement;
the assignment or sublicense of intellectual property rights and other rights under the collaboration agreement;
our diligence obligations under the collaboration agreement and what activities satisfy those diligence obligations; and
the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by us and our current or future
collaborators.
In addition, collaboration agreements are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any
contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property, or increase what we believe
to be our obligations under the relevant agreements, either of which could have a material adverse effect on our business, financial condition, results of operations, and
prospects. Moreover, if disputes over intellectual property that we have owned, co-owned, or in-licensed under the collaboration agreements prevent or impair our ability to
maintain our current collaboration arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected technology or
product candidates, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
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If we are unable to obtain, maintain, enforce, and protect patent protection for our technology and product candidates or if the scope of the patent protection obtained is
not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical to ours, and our ability to successfully develop and
commercialize our technology and product candidates may be adversely affected.
Our success depends in large part on our ability to obtain and maintain protection of the intellectual property we may own solely and jointly with others or may
license from others, particularly patents, in the United States and other countries with respect to any proprietary technology and product candidates we develop. We seek to
protect our proprietary position by filing patent applications in the United States and abroad related to our technology and any product candidates we may develop that are
important to our business and by in-licensing intellectual property related to our technology and product candidates. If we are unable to obtain or maintain patent protection
with respect to any proprietary technology or product candidate, our business, financial condition, results of operations, and prospects could be materially harmed.
The patent prosecution process is expensive, time-consuming, and complex, and we may not be able to file, prosecute, maintain, defend, or license all necessary or
desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output
before it is too late to obtain patent protection. Moreover, in some circumstances, we may not have the right to control the preparation, filing, and prosecution of patent
applications, or to maintain, enforce, and defend the patents, covering technology that we co-own with third parties or license from third parties. Therefore, these co-owned
and in-licensed patents and applications may not be prepared, filed, prosecuted, maintained, defended, and enforced in a manner consistent with the best interests of our
business.
The patent position of software and biopharmaceutical companies generally is highly uncertain, involves complex legal and factual questions, and has in recent years
been the subject of much litigation. In addition, the scope of patent protection outside of the United States is uncertain and laws of non-U.S. countries may not protect our
rights to the same extent as the laws of the United States or vice versa. With respect to both owned and in-licensed patent rights, we cannot predict whether the patent
applications we, our collaborators, and our licensor are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will
provide sufficient protection from competitors. Further, we may not be aware of all third-party intellectual property rights or prior art potentially relating to our computational
platform, technology, and any product candidates we may develop. In addition, publications of discoveries in the scientific literature often lag behind the actual discoveries,
and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing of the priority application, or in some cases not
published at all. Therefore, neither we nor our collaborators, or our licensor can know with certainty whether either we, our collaborators, or our licensor were the first to make
the inventions claimed in the patents and patent applications we own or in-license now or in the future, or that either we, our collaborators, or our licensor were the first to file
for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability, and commercial value of our owned, co-owned, and in-licensed patent rights
are highly uncertain. Moreover, our owned, co-owned, and in-licensed pending and future patent applications may not result in patents being issued that protect our technology
and product candidates, in whole or in part, or that effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or
interpretation of the patent laws in the United States and other countries may diminish the value of our owned, co-owned, or in-licensed current or future patents and our
ability to obtain, protect, maintain, defend, and enforce our patent rights, narrow the scope of our patent protection and, more generally, could affect the value of, or narrow the
scope of, our patent rights. For example, recent Supreme Court decisions have served to curtail the scope of subject matter eligible for patent protection in the United States,
and many software patents have since been invalidated on the basis that they are directed to abstract ideas.
In order to pursue protection based on our pending provisional patent applications, we will need to file Patent Cooperation Treaty applications, non-U.S. applications,
and/or U.S. non-provisional patent applications prior to applicable deadlines. Even then, as highlighted above, patents may never issue from our patent applications, or the
scope of any patent may not be sufficient to provide a competitive advantage.
Moreover, we, our collaborators, or our licensor may be subject to a third-party preissuance submission of prior art to the U.S. Patent and Trademark Office, or
USPTO, or become involved in opposition, derivation, revocation, reexamination, inter partes review, post-grant review or interference proceedings challenging our patent
rights or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights or
allow third parties to commercialize our technology or product candidates and compete directly with us, without payment to us. If the breadth or strength of protection
provided by our owned, co-owned, or in-licensed current or future patents and patent applications is threatened, regardless of the outcome, it could dissuade
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companies from collaborating with us to license, develop, or commercialize current or future technology or product candidates.
Additionally, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance.
Even if our owned, co-owned, and in-licensed current and future patent applications issue as patents, they may not issue in a form that will provide us with any meaningful
protection, prevent competitors from competing with us, or otherwise provide us with any competitive advantage. The issuance of a patent is not conclusive as to its
inventorship, scope, validity, or enforceability, and our owned and in-licensed patents may be challenged in the courts or patent offices in the United States and abroad. Such
challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated, or held unenforceable, in whole or in part, which could limit our ability to stop
others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology and product candidates.
Such proceedings also may result in substantial cost and require significant time from our management and employees, even if the eventual outcome is favorable to us. In
particular, given the amount of time required for the development, testing, and regulatory review of new product candidates, patents protecting such candidates might expire
before or shortly after such candidates are commercialized. Furthermore, our competitors may be able to circumvent our owned, co-owned, or in-licensed current or future
patents by developing similar or alternative technologies or products in a non-infringing manner. As a result, our owned, co-owned, and in-licensed current or future patent
portfolio may not provide us with sufficient rights to exclude others from commercializing technology and products similar or identical to any of our technology and product
candidates.
Changes to patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.
Changes in either the patent laws or interpretation of patent laws in the United States, including patent reform legislation such as the Leahy-Smith America Invents
Act, or the Leahy-Smith Act, could increase the uncertainties and costs surrounding the prosecution of our owned and in-licensed patent applications and the maintenance,
enforcement or defense of our owned and in-licensed issued patents. The Leahy-Smith Act includes a number of significant changes to United States patent law. These changes
include provisions that affect the way patent applications are prosecuted, redefine prior art, provide more efficient and cost-effective avenues for competitors to challenge the
validity of patents, and enable third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent at
USPTO-administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. Assuming that other requirements for patentability
are met, prior to March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent
application was entitled to the patent. After March 2013, under the Leahy-Smith Act, the United States transitioned to a first-to-file system in which, assuming that the other
statutory requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party
was the first to invent the claimed invention. As such, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of
our patent applications and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of
operations and prospects.
In addition, the patent positions of companies in the development and commercialization of software, biologics and pharmaceuticals are particularly uncertain. Recent
U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations.
This combination of events has created uncertainty with respect to the validity and enforceability of patents once obtained. Depending on future actions by the U.S. Congress,
the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on our patent
rights and our ability to protect, defend and enforce our patent rights in the future.
A number of recent cases decided by the U.S. Supreme Court have involved questions of when claims reciting abstract ideas, laws of nature, natural phenomena
and/or natural products are eligible for a patent, regardless of whether the claimed subject matter is otherwise novel and inventive. These cases include Association for
Molecular Pathology v. Myriad Genetics, Inc., 569 U.S. 12-398 (2013) or Myriad; Alice Corp. v. CLS Bank International, 573 U.S. 13-298 (2014); and Mayo Collaborative
Services v. Prometheus Laboratories, Inc., or Prometheus, 566 U.S. 10-1150 (2012). In response to these cases, federal courts have held numerous patents invalid as claiming
subject matter ineligible for patent protection. Moreover, the USPTO has issued guidance to the examining corps on how to apply these cases during examination. The full
impact of these decisions is not yet known.
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In addition to increasing uncertainty with regard to our ability to obtain future patents, this combination of events has created uncertainty with respect to the value of
patents, once obtained. Depending on these and other decisions by Congress, the federal courts and the USPTO, the laws and regulations governing patents could change or be
interpreted in unpredictable ways that would weaken our ability to obtain new patents or to enforce any patents that may issue to us in the future. In addition, these events may
adversely affect our ability to defend any patents that may issue in procedures in the USPTO or in courts.
We, our prior, existing, or future collaborators, and our existing or future licensors, may become involved in lawsuits to protect or enforce our patent or other intellectual
property rights, which could be expensive, time-consuming and unsuccessful.
Competitors and other third parties may infringe, misappropriate, or otherwise violate our, our prior, current and future collaborators’, or our current and future
licensors’ issued patents or other intellectual property. As a result, we, our prior, current, or future collaborators, or our current or future licensor may need to file infringement,
misappropriation, or other intellectual property related claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke
such parties to assert counterclaims against us alleging that we infringe, misappropriate, or otherwise violate their intellectual property. In addition, in a patent infringement
proceeding, such parties could assert that the patents we, our collaborators, or our licensors have asserted are invalid or unenforceable. In patent litigation in the United States,
defenses alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements,
including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the
patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. Third parties may institute such claims before administrative
bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post-grant review, inter partes review, interference
proceedings, derivation proceedings, and equivalent proceedings in non-U.S. jurisdictions (e.g., opposition proceedings). The outcome following legal assertions of invalidity
and unenforceability is unpredictable.
An adverse result in any such proceeding could put one or more of our owned, co-owned, or in-licensed current or future patents at risk of being invalidated or
interpreted narrowly and could put any of our owned, co-owned, or in-licensed current or future patent applications at risk of not yielding an issued patent. A court may also
refuse to stop the third party from using the technology at issue in a proceeding on the grounds that our owned, co-owned, or in-licensed current or future patents do not cover
such technology. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our
confidential information or trade secrets could be compromised by disclosure during this type of litigation. Any of the foregoing could allow such third parties to develop and
commercialize competing technologies and products in a non-infringing manner and have a material adverse impact on our business, financial condition, results of operations,
and prospects.
Interference or derivation proceedings provoked by third parties, or brought by us or by our collaborators or licensor, or declared by the USPTO may be necessary to
determine the priority of inventions with respect to our patents or patent applications. An unfavorable outcome could require us to cease using the related technology or to
attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms or at
all, or if a non-exclusive license is offered and our competitors gain access to the same technology. Our defense of litigation or interference or derivation proceedings may fail
and, even if successful, may result in substantial costs and distract our management and other employees. In addition, the uncertainties associated with litigation could have a
material adverse effect on our ability to raise the funds necessary to conduct clinical trials, continue our research programs, license necessary technology from third parties, or
enter into development collaborations that would help us bring any product candidates to market.
Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of
which would be uncertain and could have a material adverse effect on the success of our business.
Our commercial success depends upon our ability and the ability of our collaborators and licensor to develop, manufacture, market and sell any product candidates we
may develop and for our collaborators, licensor, customers and partners to use our proprietary technologies without infringing, misappropriating or otherwise violating the
intellectual property and proprietary rights of third parties. There is considerable patent and other intellectual property litigation in the software, pharmaceutical, and
biotechnology industries. We may become party to, or threatened with, adversarial proceedings or litigation regarding intellectual property rights with respect to our
technology and product candidates,
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including interference proceedings, post grant review, inter partes review, and derivation proceedings before the USPTO and similar proceedings in non-U.S. jurisdictions such
as oppositions before the European Patent Office. Numerous U.S. and non-U.S. issued patents and pending patent applications, which are owned by third parties, exist in the
fields in which we are pursuing development candidates. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our
technologies or product candidates that we may identify may be subject to claims of infringement of the patent rights of third parties.
The legal threshold for initiating litigation or contested proceedings is low, so that even lawsuits or proceedings with a low probability of success might be initiated
and require significant resources to defend. Litigation and contested proceedings can also be expensive and time-consuming, and our adversaries in these proceedings may
have the ability to dedicate substantially greater resources to prosecuting these legal actions than we can. The risks of being involved in such litigation and proceedings may
increase if and as any product candidates near commercialization and as we gain the greater visibility associated with being a public company. Third parties may assert
infringement claims against us based on existing patents or patents that may be granted in the future, regardless of merit. We may not be aware of all such intellectual property
rights potentially relating to our technology and product candidates and their uses, or we may incorrectly conclude that third-party intellectual property is invalid or that our
activities and product candidates do not infringe such intellectual property. Thus, we do not know with certainty that our technology and product candidates, or our
development and commercialization thereof, do not and will not infringe, misappropriate or otherwise violate any third party’s intellectual property.
Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims
to materials, formulations or methods, such as methods of manufacture or methods for treatment, related to the discovery, use or manufacture of the product candidates that we
may identify or related to our technologies. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result
in issued patents that the product candidates that we may identify may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies
infringes upon these patents. Moreover, as noted above, there may be existing patents that we are not aware of or that we have incorrectly concluded are invalid or not
infringed by our activities. If any third-party patents were held by a court of competent jurisdiction to cover, for example, the manufacturing process of the product candidates
that we may identify, any molecules formed during the manufacturing process or any final product itself, the holders of any such patents may be able to block our ability to
commercialize such product candidate unless we obtained a license under the applicable patents, or until such patents expire.
Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize the
product candidates that we may identify. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of
employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and
attorneys’ fees for willful infringement, pay royalties, redesign our infringing products, be forced to indemnify our customers, licensor, or collaborators or obtain one or more
licenses from third parties, which may be impossible or require substantial time and monetary expenditure.
We may choose to take a license or, if we are found to infringe, misappropriate or otherwise violate a third party’s intellectual property rights, we could also be
required to obtain a license from such third party to continue developing, manufacturing and marketing our technology and product candidates. However, we may not be able
to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors
and other third parties access to the same technologies licensed to us and could require us to make substantial licensing and royalty payments. We could be forced, including by
court order, to cease developing, manufacturing and commercializing the infringing technology or product. A finding of infringement could prevent us from commercializing
any product candidates or force us to cease some of our business operations, which could materially harm our business. In addition, we may be forced to redesign any product
candidates, seek new regulatory approvals and indemnify third parties pursuant to contractual agreements. Claims that we have misappropriated the confidential information or
trade secrets of third parties could have a similar material adverse effect on our business, financial condition, results of operations and prospects.
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We may be subject to claims by third parties asserting that our employees, consultants, or contractors have wrongfully used or disclosed confidential information of third
parties, or we have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting we have misappropriated their intellectual
property, or claiming ownership of what we regard as our own intellectual property.
Certain of our employees, consultants, and contractors were previously employed at universities or other software or biopharmaceutical companies, including our
competitors or potential competitors. Although we try to ensure that our employees, consultants and contractors do not use the proprietary information or know-how of others
in their work for us, we may be subject to claims that these individuals or we have used or disclosed intellectual property, including trade secrets or other proprietary
information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims.
In addition, while it is our policy to require that our employees, consultants and contractors who may be involved in the development of intellectual property to
execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual
property that we regard as our own. Our intellectual property assignment agreements with them may not be self-executing or may be breached, and we may be forced to bring
claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could have a
material adverse effect on our business, financial condition, results of operations, and prospects.
If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which
could have a material adverse effect on our competitive business position and prospects. Such intellectual property rights could be awarded to a third party, and we could be
required to obtain a license from such third party to commercialize our technology or products, which license may not be available on commercially reasonable terms, or at all,
or such license may be non-exclusive. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction
to our management and employees.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed.
In addition to seeking patents for any product candidates and technology, we also rely on trade secrets and confidentiality agreements to protect our unpatented know-
how, technology, and other proprietary information, to maintain our competitive position. We seek to protect our trade secrets and other proprietary technology, in part, by
entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific
collaborators, contract research organizations, contract manufacturers, consultants, advisors, collaborators, and other third parties. We also enter into confidentiality and
invention or patent assignment agreements with our employees and consultants, but we cannot guarantee that we have entered into such agreements with each party that may
have or has had access to our trade secrets or proprietary technology. Despite these efforts, any of these parties may inadvertently or intentionally breach the agreements and
disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Detecting the disclosure or
misappropriation of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the
outcome is unpredictable. In addition, some courts inside and outside of the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were
to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate it, from
using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor or other third party, our
competitive position may be materially and adversely harmed.
Risks Related to Regulatory and Other Legal Compliance Matters
Even if we complete the necessary preclinical studies and clinical trials, the regulatory approval process is expensive, time consuming and uncertain and may prevent us
from obtaining approvals for the commercialization of some or all of our product candidates. As a result, we cannot predict when or if, and in which territories, we will
obtain marketing approval to commercialize a product candidate.
The research, testing, manufacturing, labeling, approval, selling, marketing, promotion and distribution of products are subject to extensive regulation by the FDA and
comparable foreign regulatory authorities. We are not permitted to market our product candidates in the United States or in other countries until we receive approval of an
NDA from the FDA or marketing approval from applicable regulatory authorities outside the United States. Our product
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candidates are in various stages of development and are subject to the risks of failure inherent in drug development. We have not submitted an application for or received
marketing approval for any of our product candidates in the United States or in any other jurisdiction. We have no experience as a company in filing and supporting the
applications necessary to gain marketing approvals and expect to rely on third-party CROs to assist us in this process.
The process of obtaining marketing approvals, both in the United States and abroad, is lengthy, expensive and uncertain. It may take many years, if approval is
obtained at all, and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the product candidates involved. Securing marketing
approval requires the submission of extensive preclinical and clinical data and supporting information, including manufacturing information, to regulatory authorities for each
therapeutic indication to establish the product candidate’s safety and efficacy. The FDA or other regulatory authorities may determine that our product candidates are not safe
and effective, only moderately effective or have undesirable or unintended side effects, toxicities or other characteristics that preclude our obtaining marketing approval or
prevent or limit commercial use.
In addition, changes in marketing approval policies during the development period, changes in or the enactment or promulgation of additional statutes, regulations or
guidance or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. Regulatory authorities have
substantial discretion in the approval process and varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent marketing
approval of a product candidate. Any marketing approval we ultimately obtain may be limited or subject to restrictions or post-approval commitments that render the approved
product not commercially viable.
In order to market and sell our products in the European Union and other foreign jurisdictions, we must obtain separate marketing approvals and comply with
numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval may
differ substantially from that required to obtain FDA approval. The marketing approval process outside the United States generally includes all of the risks associated with
obtaining FDA approval. We may not obtain approvals from regulatory authorities outside the United States on a timely basis, if at all. Approval by the FDA does not ensure
approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority outside the United States does not ensure approval by regulatory
authorities in other countries or jurisdictions or by the FDA. We may file for marketing approvals but not receive necessary approvals to commercialize our products in any
market.
We may seek certain designations for our product candidates, including Breakthrough Therapy, Fast Track and Priority Review designations in the United States, and
PRIME Designation in the European Union, but we might not receive such designations, and even if we do, such designations may not lead to a faster development or
regulatory review or approval process.
We may seek certain designations for one or more of our product candidates that could expedite review and approval by the FDA. A Breakthrough Therapy product is
defined as a product that is intended, alone or in combination with one or more other products, to treat a serious condition, and preliminary clinical evidence indicates that the
product may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early
in clinical development. For products that have been designated as Breakthrough Therapies, interaction and communication between the FDA and the sponsor of the trial can
help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens.
The FDA may also designate a product for Fast Track review if it is intended, whether alone or in combination with one or more other products, for the treatment of a
serious or life threatening disease or condition, and it demonstrates the potential to address unmet medical needs for such a disease or condition. For Fast Track products,
sponsors may have greater interactions with the FDA and the FDA may initiate review of sections of a Fast Track product’s application before the application is complete. This
rolling review may be available if the FDA determines, after preliminary evaluation of clinical data submitted by the sponsor, that a Fast Track product may be effective.
We may also seek a priority review designation for one or more of our product candidates. If the FDA determines that a product candidate offers major advances in
treatment or provides a treatment where no adequate therapy exists, the FDA may designate the product candidate for priority review. A priority review designation means that
the goal for the FDA to review an application is six months, rather than the standard review period of ten months.
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These designations are within the discretion of the FDA. Accordingly, even if we believe that one of our product candidates meets the criteria for these designations,
the FDA may disagree and instead determine not to make such designation. Further, even if we receive a designation, the receipt of such designation for a product candidate
may not result in a faster development or regulatory review or approval process compared to products considered for approval under conventional FDA procedures and does
not assure ultimate approval by the FDA. In addition, even if one or more of our product candidates qualifies for these designations, the FDA may later decide that the product
candidates no longer meet the conditions for qualification or decide that the time period for FDA review or approval will not be shortened.
In the EU, we may seek PRIME designation for our product candidates in the future. PRIME is a voluntary program aimed at enhancing the EMA’s role to reinforce
scientific and regulatory support in order to optimize development and enable accelerated assessment of new medicines that are of major public health interest with the
potential to address unmet medical needs. The program focuses on medicines that target conditions for which there exists no satisfactory method of treatment in the EU or even
if such a method exists, it may offer a major therapeutic advantage over existing treatments. PRIME is limited to medicines under development and not authorized in the EU
and the applicant intends to apply for an initial marketing authorization application through the centralized procedure. To be accepted for PRIME, a product candidate must
meet the eligibility criteria in respect of its major public health interest and therapeutic innovation based on information that is capable of substantiating the claims. The
benefits of a PRIME designation include the appointment of a CHMP rapporteur to provide continued support and help to build knowledge ahead of a marketing authorization
application, early dialogue and scientific advice at key development milestones, and the potential to qualify products for accelerated review, meaning reduction in the review
time for an opinion on approvability to be issued earlier in the application process. PRIME enables an applicant to request parallel EMA scientific advice and health
technology assessment advice to facilitate timely market access. Even if we receive PRIME designation for any of our product candidates, the designation may not result in a
materially faster development process, review or approval compared to conventional EMA procedures. Further, obtaining PRIME designation does not assure or increase the
likelihood of EMA’s grant of a marketing authorization.
Current and future legislation may increase the difficulty and cost for us to obtain reimbursement for any of our product candidates that do receive marketing approval.
In the United States and foreign jurisdictions, there have been a number of legislative and regulatory changes and proposed changes regarding the healthcare system
that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell any product
candidates for which we obtain marketing approval. We expect that current laws, as well as other healthcare reform measures that may be adopted in the future, may result in
more rigorous coverage criteria and in additional downward pressure on the price that we may receive for any approved products. If reimbursement of our products is
unavailable or limited in scope, our business could be materially harmed.
In March 2010, President Obama signed into law the ACA. In addition, other legislative changes have been proposed and adopted since the ACA was enacted. In
August 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction,
tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the
legislation’s automatic reduction to several government programs. These changes included aggregate reductions to Medicare payments to providers of up to 2% per fiscal year,
which went into effect in April 2013 and will remain in effect through 2031 under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act. Pursuant to
subsequent legislation, these Medicare sequester reductions were suspended and reduced in 2021 and 2022 but, as of July 1, 2022, the full 2% cut has resumed. The American
Taxpayer Relief Act of 2012, among other things, reduced Medicare payments to several providers and increased the statute of limitations period for the government to recover
overpayments to providers from three to five years. These laws may result in additional reductions in Medicare and other healthcare funding and otherwise affect the prices we
may obtain for any of our product candidates for which we may obtain regulatory approval or the frequency with which any such product candidate is prescribed or used.
Indeed, under current legislation, the actual reductions in Medicare payments may vary up to 4%.
Since enactment of the ACA, there have been, and continue to be, numerous legal challenges and Congressional actions to repeal and replace provisions of the law.
For example, with enactment of the Tax Cuts and Jobs Act, or TCJA, in 2017, Congress repealed the “individual mandate.” The repeal of this provision, which requires most
Americans to carry a minimal level of health insurance, became effective in 2019. Further, in December 2018, a U.S. District Court judge in the Northern District of Texas
ruled that the individual mandate portion of the ACA is an essential and inseverable feature of the ACA and therefore because the mandate was repealed as part of the TCJA,
the remaining provisions of the ACA are invalid as well. The U.S. Supreme Court heard this case and in June 2021, dismissed this action after finding that the
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plaintiffs do not have standing to challenge the constitutionality of the ACA. Litigation and legislation over the ACA are likely to continue, with unpredictable and uncertain
results.
The Trump Administration also took executive actions to delay implementation of the ACA, including directing federal agencies with authorities and responsibilities
under the ACA to waive, defer, grant exemptions from, or delay the implementation of any provision of the ACA that would impose a fiscal or regulatory burden on states,
individuals, healthcare providers, health insurers or manufacturers of pharmaceuticals or medical devices. On January 28, 2021, however, President Biden revoked those orders
and issued a new executive order which directs federal agencies to reconsider rules and other policies that limit Americans’ access to health care, and consider actions that will
protect and strengthen that access. Under this order, federal agencies are directed to re-examine: policies that undermine protections for people with pre-existing conditions,
including complications related to COVID-19; demonstrations and waivers under Medicaid and the ACA that may reduce coverage or undermine the programs, including
work requirements; policies that undermine the Health Insurance Marketplace or other markets for health insurance; policies that make it more difficult to enroll in Medicaid
and the ACA; and policies that reduce affordability of coverage or financial assistance, including for dependents.
We expect that these healthcare reforms, as well as other healthcare reform measures that may be adopted in the future, may result in additional reductions in
Medicare and other healthcare funding, more rigorous coverage criteria, new payment methodologies and additional downward pressure on the price that we receive for any
approved product and/or the level of reimbursement physicians receive for administering any approved product we might bring to market. Reductions in reimbursement levels
may negatively impact the prices we receive or the frequency with which our products are prescribed or administered. Any reduction in reimbursement from Medicare or other
government programs may result in a similar reduction in payments from private payors. Accordingly, such reforms, if enacted, could have an adverse effect on anticipated
revenue from product candidates that we may successfully develop and for which we may obtain marketing approval and may affect our overall financial condition and ability
to develop or commercialize product candidates.
The prices of prescription pharmaceuticals in the United States and foreign jurisdictions are subject to considerable legislative and executive actions and could impact the
prices we obtain for our products, if and when licensed, as well as impact our ability to find collaborators and/or partners for our drug discovery programs on
commercially acceptable terms.
The prices of prescription pharmaceuticals have been the subject of considerable discussion in the United States. There have been several recent Congressional
inquiries, as well as proposed and enacted state and federal legislation designed to, among other things, bring more transparency to pharmaceutical pricing, review the
relationship between pricing and manufacturer patient programs, and reduce the costs of pharmaceuticals under Medicare and Medicaid. In 2020 President Trump issued
several executive orders intended to lower the costs of prescription products and certain provisions in these orders have been incorporated into regulations. These regulations
include an interim final rule implementing a most favored nation model for prices that would tie Medicare Part B payments for certain physician-administered pharmaceuticals
to the lowest price paid in other economically advanced countries, effective January 1, 2021. That rule, however, has been subject to a nationwide preliminary injunction and,
on December 29, 2021, CMS issued a final rule to rescind it. With issuance of this rule, CMS stated that it will explore all options to incorporate value into payments for
Medicare Part B pharmaceuticals and improve beneficiaries’ access to evidence-based care.
In addition, in October 2020, HHS and the FDA published a final rule allowing states and other entities to develop a Section 804 Importation Program, or SIP, to
import certain prescription drugs from Canada into the United States. The final rule is currently the subject of ongoing litigation, but at least six states (Vermont, Colorado,
Florida, Maine, New Mexico, and New Hampshire) have passed laws allowing for the importation of drugs from Canada with the intent of developing SIPs for review and
approval by the FDA. Further, on November 20, 2020, HHS finalized a regulation that would eliminate the current safe harbor for Medicare drug rebates and create new safe
harbors for beneficiary point-of-sale discounts and pharmacy benefit manager, or PBM, service fees. It originally was set to go into effect on January 1, 2022, but with passage
of the Inflation Reduction Act has been delayed by Congress until January 1, 2032.
In September 2021, acting pursuant to an executive order signed by President Biden, the Department of Health and Human Services, or HHS, released its plan to
reduce pharmaceutical prices. The key features of that plan are to: (a) make pharmaceutical prices more affordable and equitable for all consumers and throughout the health
care system by supporting pharmaceutical price negotiations with manufacturers; (b) improve and promote competition throughout the prescription pharmaceutical industry by
supporting market changes that strengthen supply chains, promote biosimilars and generic drugs, and increase transparency; and (c) foster scientific innovation to promote
better healthcare and improve health by supporting public and private research and making sure that market incentives promote discovery of valuable and accessible new
treatments.
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More recently, on August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law by President Biden. The new legislation has implications for
Medicare Part D, which is a program available to individuals who are entitled to Medicare Part A or enrolled in Medicare Part B to give them the option of paying a monthly
premium for outpatient prescription drug coverage. Among other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare
(beginning in 2026), with prices that can be negotiated subject to a cap; imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace
inflation (first due in 2023); and replaces the Part D coverage gap discount program with a new discounting program (beginning in 2025). The IRA permits the Secretary of the
Department of Health and Human Services (HHS) to implement many of these provisions through guidance, as opposed to regulation, for the initial years.
Specifically, with respect to price negotiations, Congress authorized Medicare to negotiate lower prices for certain costly single-source drug and biologic products that
do not have competing generics or biosimilars and are reimbursed under Medicare Part B and Part D. CMS may negotiate prices for ten high-cost drugs paid for by Medicare
Part D starting in 2026, followed by 15 Part D drugs in 2027, 15 Part B or Part D drugs in 2028, and 20 Part B or Part D drugs in 2029 and beyond. This provision applies to
drug products that have been approved for at least 9 years and biologics that have been licensed for 13 years, but it does not apply to drugs and biologics that have been
approved for a single rare disease or condition. Nonetheless, since CMS may establish a maximum price for these products in price negotiations, we would be fully at risk of
government action if our products or those of our partners are the subject of Medicare price negotiations. Moreover, given the risk that could be the case, these provisions of
the IRA may also further heighten the risk that we would not be able to achieve the expected return on our drug products or full value of our patents protecting our products if
prices are set after such products have been on the market for nine years.
Furthermore, these provisions of the IRA may cause some companies to shift their research portfolio and priorities more towards large molecules (i.e. biologics such
as antibodies) rather than small molecules. Although we do have applications of our technology to biologics, we do not yet have the same validation or value for large
molecule discovery as we do for small molecule discovery. Accordingly, if the IRA causes the pharmaceutical industry to pivot investment and portfolio strategy away from
small molecule drug discovery and towards biologics, it could have a material adverse effect on the expected value of our drug discovery programs and also on the perceived
value of using our software to develop product candidates. In addition, if investment levels and development interest in small molecule therapeutics decreased, it may become
more difficult for us to enter into collaborations on commercially acceptable terms, or at all, for our proprietary programs. If we are unable to find suitable collaborators and/or
partners for our programs, we may be forced to fund and undertake development or commercialization activities on our own for more programs than we would otherwise
expect to, or plan for, which could adversely affect our business and financial condition.
Further, the legislation subjects drug manufacturers to civil monetary penalties and a potential excise tax for failing to comply with the legislation by offering a price
that is not equal to or less than the negotiated “maximum fair price” under the law or for taking price increases that exceed inflation. The legislation also requires
manufacturers to pay rebates for drugs in Medicare Part D whose price increases exceed inflation. The new law also caps Medicare out-of-pocket drug costs at an estimated
$4,000 a year in 2024 and, thereafter beginning in 2025, at 2,000 a year. In addition, the IRA potentially raises legal risks with respect to individuals participating in a
Medicare Part D prescription drug plan who may experience a gap in coverage if they required coverage above their initial annual coverage limit before they reached the
higher threshold, or “catastrophic period” of the plan. Individuals requiring services exceeding the initial annual coverage limit and below the catastrophic period, must pay
100% of the cost of their prescriptions until they reach the catastrophic period. Among other things, the IRA contains many provisions aimed at reducing this financial burden
on individuals by reducing the co-insurance and co-payment costs, expanding eligibility for lower income subsidy plans, and price caps on annual out-of-pocket expenses,
each of which could have potential pricing and reporting implications.
Accordingly, while it is currently unclear how the IRA will be effectuated, we cannot predict with certainty what impact any federal or state health reforms will have
on us, but such changes could impose new or more stringent regulatory requirements on our activities or result in reduced reimbursement for approved products, any of which
could adversely affect our business, results of operations and financial condition.
At the state level, individual states are increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological
product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency
measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. In addition, regional healthcare organizations and individual
hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other
healthcare programs. These measures could reduce the ultimate demand for our products, once approved, or put pressure on our product pricing. We expect that additional state
and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts
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that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional pricing
pressures.
In the European Union, similar political, economic and regulatory developments may affect our ability to profitably commercialize our product candidates, if
approved. In markets outside of the United States and the European Union, reimbursement and healthcare payment systems vary significantly by country, and many countries
have instituted price ceilings on specific products and therapies. In many countries, including those of the European Union, the pricing of prescription pharmaceuticals is
subject to governmental control and access. In these countries, pricing negotiations with governmental authorities can take considerable time after the receipt of marketing
approval for a product. To obtain reimbursement or pricing approval in some countries, we or our collaborators may be required to conduct a clinical trial that compares the
cost-effectiveness of our product to other available therapies. If reimbursement is unavailable or limited in scope or amount, or if pricing is set at unsatisfactory levels, our
business could be materially harmed.
Compliance with global privacy and data security requirements could result in additional costs and liabilities to us or inhibit our ability to collect and process data
globally, and the failure to comply with such requirements could subject us to significant fines and penalties, which may have a material adverse effect on our business,
financial condition, or results of operations.
The regulatory framework for the collection, use, safeguarding, sharing, transfer, and other processing of information worldwide is rapidly evolving and is likely to
remain uncertain for the foreseeable future. Globally, virtually every jurisdiction in which we operate has established its own data security and privacy frameworks with which
we must comply. For example, the collection, use, disclosure, transfer, or other processing of personal data regarding individuals in the European Union, including personal
health data and employee data, is subject to the European Union General Data Protection Regulation, or the GDPR, which took effect across all member states of the European
Economic Area, or EEA, in May 2018. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including
requirements relating to processing health and other sensitive data, obtaining consent of the individuals to whom the personal data relates, providing information to individuals
regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking
certain measures when engaging third-party processors. The GDPR would increase our obligations with respect to any clinical trials conducted in the EEA by expanding the
definition of personal data to include coded data and requiring changes to informed consent practices and more detailed notices for clinical trial subjects and investigators. In
addition, the GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union, including the United States and, as a result, increases the
scrutiny that such rules should apply to transfers of personal data from any clinical trial sites located in the EEA to the United States. The GDPR also permits data protection
authorities to require destruction of improperly gathered or used personal information and/or impose substantial fines for violations of the GDPR, which can be up to four
percent of global revenues or 20 million Euros, whichever is greater, and confers a private right of action on data subjects and consumer associations to lodge complaints with
supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR provides that European
Union member states may make their own further laws and regulations limiting the processing of personal data, including genetic, biometric, or health data.
Given the breadth and depth of changes in data protection obligations, preparing for and complying with the GDPR’s requirements is rigorous and time intensive and
requires significant resources and a review of our technologies, systems and practices, as well as those of any third-party collaborators, service providers, contractors, or
consultants that process or transfer personal data collected in the European Union. The GDPR and other changes in laws or regulations associated with the enhanced protection
of certain types of sensitive data, such as healthcare data or other personal information, could require us to change our business practices and put in place additional
compliance mechanisms, may interrupt or delay our development, regulatory and commercialization activities and increase our cost of doing business, and could lead to
government enforcement actions, private litigation, and significant fines and penalties against us, and could have a material adverse effect on our business, financial condition,
or results of operations.
Similar privacy and data security requirements are either in place or underway in the United States. There are a broad variety of data protection laws that may be
applicable to our activities, and a range of enforcement agencies at both the state and federal levels that can review companies for privacy and data security concerns. The
Federal Trade Commission and state Attorneys General are aggressive in reviewing privacy and data security protections for consumers. New laws also are being considered at
both the state and federal levels. For example, the California Consumer Privacy Act, or CCPA, which went into effect on January 1, 2020, is creating similar risks and
obligations as those created by GDPR. Because of this, we may need to engage in additional activities (e.g., data mapping) to identify the personal information we are
collecting and the purposes for which such information is collected. In addition, we will need to ensure that our policies
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recognize the rights granted to consumers (as that phrase is broadly defined in the CCPA and can include business contact information), including granting consumers the right
to opt-out of the sale of their personal information. Many other states are considering similar legislation. . In November 2020, California voters passed a ballot initiative for the
California Privacy Rights Act, or the CPRA, which went into effect on January 1, 2023 and significantly expanded the CCPA to incorporate additional GDPR-like provisions
including requiring that the use, retention, and sharing of personal information of California residents be reasonably necessary and proportionate to the purposes of collection
or processing, granting additional protections for sensitive personal information, and requiring greater disclosures related to notice to residents regarding retention of
information. At the same time, a broad range of legislative measures also have been introduced at the federal level. Accordingly, failure to comply with current and any future
federal and state laws regarding privacy and security of personal information could expose us to fines and penalties. We also face a threat of consumer class actions related to
these laws and the overall protection of personal data. Even if we are not determined to have violated these laws, investigations into these issues typically require the
expenditure of significant resources and generate negative publicity, which could harm our reputation and our business.
We, and the collaborators who use our computational platform, may be subject to applicable anti-kickback, fraud and abuse, false claims, transparency, health
information privacy and security, and other healthcare laws and regulations. Failure to comply with such laws and regulations, may result in substantial penalties.
We, and the collaborators who use our computational platform, may be subject to broadly applicable healthcare laws and regulations that may constrain the business
or financial arrangements and relationships through which we market, sell, and distribute our software solutions and any products for which we obtain marketing approval.
Such healthcare laws and regulations include, but are not limited to, the federal health care Anti-Kickback Statute; federal civil and criminal false claims laws, such as the
federal False Claims Act; the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA; the Federal Food, Drug, and Cosmetic Act; the federal Physician
Payments Sunshine Act; and analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws and transparency laws.
Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. It is
possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations, or case law involving applicable
fraud and abuse or other healthcare laws and regulations. Violations of applicable healthcare laws and regulations may result in significant civil, criminal, and administrative
penalties, damages, disgorgement, fines, imprisonment, exclusion of products from government funded healthcare programs, such as Medicare and Medicaid, additional
reporting requirements, and/or oversight if a corporate integrity agreement or similar agreement is executed to resolve allegations of non-compliance with these laws and the
curtailment or restructuring of operations. In addition, violations may also result in reputational harm, diminished profits, and future earnings.
We are subject to anti-corruption laws, as well as export control laws, customs laws, sanctions laws, and other laws governing our operations. If we fail to comply with
these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, be precluded from developing, manufacturing, and selling
certain products outside the United States or be required to develop and implement costly compliance programs, which could adversely affect our business, results of
operations and financial condition.
Our operations are subject to anti-corruption laws, including the U.K. Bribery Act 2010, or Bribery Act, the U.S. Foreign Corrupt Practices Act, or FCPA, and other
anti-corruption laws that apply in countries where we do business and may do business in the future. The Bribery Act, FCPA, and these other laws generally prohibit us, our
officers, and our employees and intermediaries from bribing, being bribed, or making other prohibited payments to government officials or other persons to obtain or retain
business or gain some other business advantage. Compliance with the FCPA, in particular, is expensive and difficult, particularly in countries in which corruption is a
recognized problem. In addition, the FCPA presents particular challenges in the biopharmaceutical industry, because, in many countries, hospitals are operated by the
government, and doctors and other hospital employees are considered foreign officials. Certain payments to hospitals in connection with clinical trials and other work have
been deemed to be improper payments to government officials and have led to FCPA enforcement actions.
We may in the future operate in jurisdictions that pose a high risk of potential Bribery Act or FCPA violations, and we may participate in collaborations and
relationships with third parties whose actions could potentially subject us to liability under the Bribery Act, FCPA, or local anti-corruption laws. In addition, we cannot predict
the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered
or interpreted. If we further expand our operations outside of the United States, we
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will need to dedicate additional resources to comply with numerous laws and regulations in each jurisdiction in which we plan to operate.
We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United
Kingdom and the United States, and authorities in the European Union, including applicable export control regulations, economic sanctions on countries and persons, customs
requirements, and currency exchange regulations, collectively referred to as the Trade Control laws. In addition, various laws, regulations, and executive orders also restrict the
use and dissemination outside of the United States, or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain
products and technical data relating to those products. If we expand our presence outside of the United States, it will require us to dedicate additional resources to comply with
these laws, and these laws may preclude us from developing, manufacturing, or selling certain products and product candidates outside of the United States, which could limit
our growth potential and increase our development costs.
There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the Bribery Act, the FCPA,
or other legal requirements, including Trade Control laws. If we are not in compliance with the Bribery Act, the FCPA, and other anti-corruption laws or Trade Control laws,
we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our
business, financial condition, results of operations, and liquidity. The U.S. Securities and Exchange Commission, or SEC, also may suspend or bar issuers from trading
securities on U.S. exchanges for violations of the FCPA’s accounting provisions. Any investigation of any potential violations of the Bribery Act, the FCPA, other anti-
corruption laws or Trade Control laws by the United Kingdom, U.S., or other authorities could also have an adverse impact on our reputation, our business, results of
operations, and financial condition.
Our employees, independent contractors, consultants, and vendors may engage in misconduct or other improper activities, including non-compliance with regulatory
standards and requirements and insider trading laws, which could cause significant liability for us and harm our reputation.
We are exposed to the risk of fraud or other misconduct by our employees, independent contractors, consultants, and vendors. Misconduct by these partners could
include intentional failures to comply with FDA regulations or similar regulations of comparable foreign regulatory authorities, provide accurate information to the FDA or
comparable foreign regulatory authorities, comply with manufacturing standards, comply with federal and state healthcare fraud and abuse laws and regulations and similar
laws and regulations established and enforced by comparable foreign regulatory authorities, report financial information or data accurately, or disclose unauthorized activities
to us. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious
harm to our reputation. This could include violations of HIPAA, other U.S. federal and state law, and requirements of non-U.S. jurisdictions, including the European Union
Data Protection Directive. We are also exposed to risks in connection with any insider trading violations by employees or others affiliated with us. It is not always possible to
identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or
losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws, standards, regulations,
guidance, or codes of conduct. Furthermore, our employees may, from time to time, bring lawsuits against us for employment issues, including injury, discrimination, wage
and hour disputes, sexual harassment, hostile work environment, or other employment issues. If any such actions are instituted against us, and we are not successful in
defending ourselves or asserting our rights, those actions could have a significant impact on our business and results of operations, including the imposition of significant fines
or other sanctions.
Our internal information technology systems, or those of our third-party vendors, contractors, or consultants, may fail or suffer security breaches, loss or leakage of data,
and other disruptions, which could result in a material disruption of our services, compromise sensitive information related to our business, or prevent us from accessing
critical information, potentially exposing us to liability or otherwise adversely affecting our business.
We are increasingly dependent upon information technology systems, infrastructure, and data to operate our business. In the ordinary course of business, we collect,
store, and transmit confidential information (including but not limited to intellectual property, proprietary business information, and personal information). It is critical that we
do so in a secure manner to maintain the confidentiality and integrity of such confidential information. We also have outsourced elements of our operations to third parties, and
as a result we manage a number of third-party vendors and other contractors and consultants who have access to our confidential information.
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Despite the implementation of security measures, given the size and complexity of our internal information technology systems and those of our third-party vendors
and other contractors and consultants, and the increasing amounts of confidential information that they maintain, our information technology systems are potentially vulnerable
to breakdown or other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war, and telecommunication and electrical failures,
as well as security breaches from inadvertent or intentional actions by our employees, third-party vendors, contractors, consultants, business partners, and/or other third parties,
or from cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, and other means to
affect service reliability and threaten the confidentiality, integrity, and availability of information), which may compromise our system infrastructure, or that of our third-party
vendors and other contractors and consultants or lead to data leakage. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion,
including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and
intrusions from around the world have increased. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures
effective against all such security threats. For example, third parties have in the past and may in the future illegally pirate our software and make that software publicly
available on peer-to-peer file sharing networks or otherwise. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can
originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations, or hostile foreign
governments or agencies. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or those of our third-party
vendors and other contractors and consultants, or inappropriate disclosure of confidential or proprietary information, we could incur liability and reputational damage and the
further development and commercialization of our software could be delayed. The costs related to significant security breaches or disruptions could be material and exceed the
limits of the cybersecurity insurance we maintain against such risks. If the information technology systems of our third-party vendors and other contractors and consultants
become subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to expend significant resources to mitigate
the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring.
While we have not experienced any significant system failure, accident, or security breach to date, and believe that our data protection efforts and our investment in
information technology reduce the likelihood of such incidents in the future, we cannot assure you that our data protection efforts and our investment in information
technology will prevent significant breakdowns, data leakages, breaches in our systems, or those of our third-party vendors and other contractors and consultants, or other
cyber incidents that could have a material adverse effect upon our reputation, business, operations, or financial condition. For example, if such an event were to occur and
cause interruptions in our operations, or those of our third-party vendors and other contractors and consultants, it could result in a material disruption of our programs and the
development of our services and technologies could be delayed. Furthermore, significant disruptions of our internal information technology systems or those of our third-party
vendors and other contractors and consultants, or security breaches could result in the loss, misappropriation, and/or unauthorized access, use, or disclosure of, or the
prevention of access to, confidential information (including trade secrets or other intellectual property, proprietary business information, and personal information), which
could result in financial, legal, business, and reputational harm to us. For example, any such event that leads to unauthorized access, use, or disclosure of personal information,
including personal information regarding our customers or employees, could harm our reputation directly, compel us to comply with federal and/or state breach notification
laws and foreign law equivalents, subject us to mandatory corrective action, and otherwise subject us to liability under laws and regulations that protect the privacy and
security of personal information, which could result in significant legal and financial exposure and reputational damages that could potentially have an adverse effect on our
business. Further, sophisticated cyber attackers (including foreign adversaries engaged in industrial espionage) are skilled at adapting to existing security technology and
developing new methods of gaining access to organizations’ sensitive business data, which could result in the loss of sensitive information, including trade secrets.
Additionally, actual, potential, or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train
employees, and engage third-party experts and consultants.
Risks Related to Employee Matters and Managing Growth
Our future success depends on our ability to retain key executives and to attract, retain, and motivate qualified personnel.
We are highly dependent on the research and development, clinical, financial, operational, scientific, software engineering, and other business expertise of our
executive officers, as well as the other principal members of our management, scientific, clinical, and software engineering teams. Although we have entered into employment
agreements
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with our executive officers, each of them may terminate their employment with us at any time. We do not maintain “key person” insurance for any of our executives or other
employees.
The loss of the services of our executive officers or other key employees could impede the achievement of our development and sales goals in our software business
and the achievement of our research, development, and commercialization objectives in our drug discovery business. In either case, the loss of the services of our executive
officers or other key employees could seriously harm our ability to successfully implement our business strategy. Furthermore, replacing executive officers and key employees
may be difficult and may take an extended period of time because of the limited number of individuals with the breadth of skills and experience required to successfully
develop, gain regulatory approval of, and commercialize products in the life sciences industry.
Recruiting and retaining qualified scientific, clinical, manufacturing, accounting, legal, and sales and marketing personnel, as well as software engineers and
computational chemists, will also be critical to our success. In the technology industry, there is substantial and continuous competition for engineers with high levels of
expertise in designing, developing, and managing software and related services, as well as competition for sales executives, data scientists, and operations personnel.
Competition to hire these individuals is intense, and we may be unable to hire, train, retain, or motivate these key personnel on acceptable terms given the competition among
numerous biopharmaceutical and technology companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from
universities and research institutions. In addition, we rely on consultants and advisors to assist us in formulating our research and development and commercialization strategy
and advancing our computational platform. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or
advisory contracts with other entities that may limit their availability to us. If we are unable to continue to attract and retain high quality personnel, our ability to pursue our
growth strategy will be limited and our business would be adversely affected.
We are pursuing multiple business strategies and expect to expand our development and regulatory capabilities, and as a result, we may encounter difficulties in managing
our multiple business units and our growth, which could disrupt our operations.
Currently, we are pursuing multiple business strategies simultaneously, including activities in research and development, software sales, and collaborative and
proprietary drug discovery. We believe pursuing these multiple business strategies offers financial and operational synergies, but these diversified operations place increased
demands on our limited resources. Furthermore, we have recently experienced, and we expect to continue to experience, significant growth in the number of our employees
and the scope of our operations, particularly in the areas of drug development, clinical and regulatory affairs. To manage our multiple business units and our ongoing and
anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities, and continue to recruit and
train additional qualified personnel. Due to our limited financial resources and our management team’s limited attention and limited experience in managing a company with
such ongoing and anticipated growth, we may not be able to effectively manage our multiple business units and the expansion of our operations or recruit and train additional
qualified personnel. The expansion of our operations has led to and may continue to lead to significant costs and may divert our management and business development
resources. In addition, in order to meet our obligations as a public company and to support our anticipated long-term growth, we will need to increase our general and
administrative capabilities. Our management, personnel, and systems may not be adequate to support this future growth. Any inability to manage our multiple business units
and growth could delay the execution of our business plans or disrupt our operations and the synergies we believe currently exist between our business units. In addition,
adverse developments in one of these business units may disrupt these synergies.
Risks Related to Ownership of Our Common Stock
An active trading market for our common stock may not be sustained.
Our shares of common stock began trading on the Nasdaq Global Select Market on February 6, 2020. Prior to February 6, 2020, there was no public market for our
common stock, and we cannot assure you that an active trading market for our shares will be sustained. As a result, it may be difficult for our stockholders to sell their shares
without depressing the market price of our common stock, or at all.
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Our executive officers, directors, and principal stockholders, if they choose to act together, have the ability to influence all matters submitted to stockholders for approval.
As of February 21, 2023, our executive officers and directors and our stockholders who beneficially owned more than 5% of our outstanding common stock, in the
aggregate, beneficially owned shares representing approximately 34.3% of our common stock and all of our limited common stock, or, if the holder of our limited common
stock exercised its right to convert each share of its limited common stock for one share of our common stock, approximately 42.8% of our common stock. As a result, if these
stockholders were to choose to act together, they would be able to influence all matters submitted to our stockholders for approval, as well as our management and affairs. For
example, these persons, if they choose to act together, would influence the election of directors and approval of any merger, consolidation, or sale of all or substantially all of
our assets.
This concentration of ownership control may:
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delay, defer, or prevent a change in control;
entrench our management and board of directors; or
delay or prevent a merger, consolidation, takeover, or other business combination involving us that other stockholders may desire.
This concentration of ownership may also adversely affect the market price of our common stock.
The price of our common stock is volatile and fluctuates substantially, which could result in substantial losses for our stockholders.
Our stock price has been, and is likely to continue to be, volatile. Since our initial public offering in February 2020 and through February 21, 2023, the intraday price
of our common stock has fluctuated from a low of $15.85 to a high of $117.00. As a result of volatility, our stockholders may not be able to sell their common stock at or
above the price paid for the shares. The market price for our common stock may be influenced by many factors, including:
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our investment in, and the success of, our software solutions;
the success of our research and development efforts for our proprietary drug discovery programs;
initiation and progress of preclinical studies and clinical trials for any product candidates that we may develop;
results of or developments in preclinical studies and clinical trials of any product candidates we may develop or those of our competitors or potential
collaborators;
the success of our drug discovery collaborators and any milestone or other payments we receive from such collaborators;
the success of competitive products or technologies;
regulatory or legal developments in the United States and other countries;
the recruitment or departure of key personnel;
variations in our financial results or the financial results of companies that are perceived to be similar to us;
guidance or announcements by us with respect to our anticipated financial or operational performance;
sales of common stock by us, our executive officers, directors or principal stockholders, or others, or the anticipation of such sales;
market conditions in the biopharmaceutical sector;
general economic, industry, and market conditions;
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the societal and economic impact of public health epidemics, such as the ongoing COVID-19 pandemic; and
the other factors described in this “Risk Factors” section.
In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted against that
company. Any lawsuit to which we are a party, with or without merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any
such negative outcome could result in payments of substantial damages or fines, damage to our reputation, or adverse changes to our offerings or business practices. Such
litigation may also cause us to incur other substantial costs to defend such claims and divert management’s attention and resources.
Our actual operating results may differ significantly from our guidance.
We have released, and may in the future release, guidance in our annual or quarterly earnings conference calls, annual or quarterly earnings releases, or otherwise,
regarding our future performance that represents our management’s estimates as of the date of such guidance. Our guidance, which includes forward-looking statements, is
based on projections prepared by our management. Neither our registered public accountants nor any other independent expert or outside party compiles or examines the
projections. Accordingly, no such person expresses any opinion or any other form of assurance with respect to the projections.
Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business,
economic, and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business
decisions, some of which will change. The principal reason that we have released, and would continue to release, guidance is to provide a basis for our management to discuss
our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such third parties.
Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any guidance furnished by us will not materialize
or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results
may vary from our guidance and the variations may be material.
We and our collaborators may not achieve projected discovery and development milestones and other anticipated key events in the time frames that we or they announce,
which could have an adverse impact on our business and could cause our stock price to decline.
From time to time, we expect that we will make public statements regarding the expected timing of certain milestones and key events, such as the commencement and
completion of preclinical and IND-enabling studies and clinical trials in our proprietary drug discovery programs as well as developments and milestones under our
collaborations. For example, Morphic and Structure Therapeutics have also made public statements regarding their expectations for the development of programs under
collaboration with us and they and other collaborators may in the future make additional statements about their goals and expectations for collaborations with us. The actual
timing of these events can vary dramatically due to a number of factors such as delays or failures in our or our current and future collaborators’ drug discovery and
development programs, including as a result of COVID-19, the amount of time, effort, and resources committed by us and our current and future collaborators, and the
numerous uncertainties inherent in the development of drugs. As a result, there can be no assurance that our or our current and future collaborators’ programs will advance or
be completed in the time frames we or they announce or expect. If we or any collaborators fail to achieve one or more of these milestones or other key events as planned, our
business could be materially adversely affected and the price of our common stock could decline.
If securities analysts do not publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about our business or if they
publish negative evaluations of our stock, the price and trading volume of our stock could decline.
The market price and trading volume for our common stock relies, in part, on the research and reports that industry or financial analysts publish about us or our
business. We do not have control over these analysts. There can be no assurance that existing analysts will continue to cover us or that new analysts will begin to cover us.
There is also no
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assurance that any covering analyst will provide favorable coverage. Although we have obtained analyst coverage, if one or more of the analysts covering our business
downgrade their evaluations of our stock or publish inaccurate or unfavorable research about our business, or provides more favorable relative recommendations about our
competitors, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn
could cause our stock price and trading volume to decline.
We have broad discretion in the use of our cash, cash equivalents, and marketable securities and may not use them effectively.
Our management has broad discretion in the deployment and use of our cash, cash equivalents, and marketable securities and could use such funds in ways that do not
improve our results of operations or enhance the value of our common stock or in ways that our stockholders may not agree with. The failure by our management to apply
these funds effectively could harm our business, financial condition, results of operations, and prospects and could cause the price of our common stock to decline.
Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be the sole source of gain for our
stockholders.
We have never declared or paid cash dividends on our common stock. We currently intend to retain all of our future earnings to fund the development and expansion
of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors. As a result, capital appreciation of our common stock, if
any, will be the sole source of gain for our stockholders for the foreseeable future.
Sales of a substantial number of shares of our common stock in the public market could cause the market price of our common stock to drop significantly, even if our
business is doing well.
Sales of a substantial number of shares of our common stock in the public market, or the perception in the market that the holders of a large number of shares intend
to sell shares, could reduce the market price of our common stock, impair our ability to raise capital through the sale of additional equity securities, and make it more difficult
for our stockholders to sell their common stock at a time and price that they deem appropriate. As of February 21, 2023, we had outstanding 62,321,454 shares of common
stock and 9,164,193 shares of limited common stock. All of our outstanding shares of common stock, including shares of common stock issuable upon the conversion of shares
of our limited common stock, are available for sale in the public market, subject only to the restrictions of Rule 144 under the Securities Act in the case of our affiliates. In
addition, certain of our executive officers, directors and affiliated stockholders have entered or may enter into Rule 10b5-1 plans providing for sales of shares of our common
stock from time to time. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the executive officer, director or affiliated stockholder when
entering into the plan, without further direction from the executive officer, director or affiliated stockholder. A Rule 10b5-1 plan may be amended or terminated in some
circumstances. Our executive officers, directors and affiliated stockholders also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession
of material, nonpublic information.
We have also filed a universal shelf registration statement on Form S-3 which allows us to offer and sell an indeterminate number of shares of common stock,
preferred stock, depositary shares or warrants, or an indeterminate principal amount of debt securities, from time to time pursuant to one or more offerings at prices and terms
to be determined at the time of the sale. Moreover, certain holders of our common stock and our limited common stock have rights, subject to specified conditions, to include
their shares in registration statements that we may file for ourselves or other stockholders and may require us to file Form S-3 registration statements covering their shares.
We also have filed registration statements on Forms S-8 to register shares of common stock that we may issue under our equity compensation plans. Shares registered
under such registration statements are available for sale in the public market upon issuance, subject to volume limitations applicable to affiliates, vesting arrangements and
exercise of options.
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We have incurred and will continue to incur increased costs as a result of operating as a public company, and our management has devoted and will continue to be
required to devote substantial time to new compliance initiatives and corporate governance practices.
As a public company, we have incurred and will continue to incur significant legal, accounting, and other expenses that we did not incur as a private company. The
Exchange Act, Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable
securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and
corporate governance practices. Our management and other personnel devote and will need to continue to devote a substantial amount of time and resources to these
compliance initiatives, potentially at the expense of other business concerns, which could harm our business, financial condition, results of operations, and prospects.
Moreover, these rules and regulations will increase our legal and financial compliance costs, and will make some activities more time-consuming and costly compared to when
we were a private company.
We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and
regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new
guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing
revisions to disclosure and governance practices.
As a result of becoming a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting. Any failure to maintain
the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to furnish a report by our management on our internal control over financial reporting on an
annual basis. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
Pursuant to Section 404, we are also required to have our independent registered public accounting firm issue an opinion on the effectiveness of our internal control over
financial reporting on an annual basis.
During our evaluation of our internal control, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to
assert that our internal control over financial reporting is effective. In addition, if we have an unremediated material weakness, we would receive an adverse opinion regarding
our internal control over financial reporting from our independent registered public accounting firm. In connection with the audit of our consolidated financial statements for
the year ended December 31, 2022, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting.
We cannot assure you that we can remedy our existing material weakness or that there will not be material weaknesses or significant deficiencies in our internal control over
financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition,
or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm
determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial
reports, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing
requirements, the market price of shares of our common stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory
authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of
public companies, could also restrict our future access to the capital markets.
We identified a material weakness in our internal control over our financial reporting. If we are unable to remediate this material weakness, we may not be able to
accurately or timely report our financial condition or results of operations, and we may conclude that our internal control over financial reporting is not effective, which
could adversely impact our investors' confidence and our stock price.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the audit of our
consolidated financial statements for the year ended December 31, 2022, we and our independent registered public accounting firm identified a material weakness in our
internal control over financial reporting. The material weakness related to a deficiency in the design of our control in our revenue process to determine whether performance
milestones in a newly executed drug
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discovery arrangement were probable of achievement and the constraint on variable consideration in the form of milestone payments can be removed. The deficiency was a
result of ineffective risk assessment, as our existing controls were designed insufficiently to identify a change in timing of performance milestones in the newly executed
contract. This material weakness resulted in a $1.7 million understatement of drug discovery revenue and a related understatement of contract assets that were corrected prior
to the issuance of our consolidated financial statements as of and for the year ended December 31, 2022.
We have developed a detailed remediation plan and are making progress in what will be a multi-step process to fully remediate the material weakness described
above. Specifically, as of December 31, 2022, we are in the process of implementing and expanding our controls and procedures in our revenue process in order to timely
identify changes to the timing of when a performance milestone becomes probable of achievement in drug discovery arrangements and to ensure such determinations are made
through the end of the reporting period. In addition, we will continue to assess risks on an ongoing basis to timely identify changes in our business that may create new
exposures or risk categories, and we plan to conduct a comprehensive review and, as applicable, update our existing internal control framework to ensure that we have
identified, developed, and deployed the appropriate business process controls to address the new exposures or risk categories that are identified.
While we have designed and are implementing new controls to remediate this material weakness, they have not operated for a sufficient period of time to demonstrate
the material weakness has been remediated. We cannot assure you that the measures we have taken to date, together with any measures we may take in the future, will be
sufficient to remediate the material weakness we identified or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the
material weakness in a timely manner, there could continue to be a reasonable possibility that this control deficiency or others could result in a material misstatement of our
annual or interim financial statements that would not be prevented or detected on a timely basis.
Furthermore, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm
our stock price.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
As a public company, we are subject to certain reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure
that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed,
summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the
inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.
Provisions in our corporate charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more
difficult and may prevent attempts by our stockholders to replace or remove our current directors and members of management.
Provisions in our certificate of incorporation and our bylaws may discourage, delay, or prevent a merger, acquisition, or other change in control of our company that
stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the
price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our
board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or
remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among other things, these provisions:
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establish a classified board of directors such that only one of three classes of directors is elected each year;
allow the authorized number of our directors to be changed only by resolution of our board of directors;
limit the manner in which stockholders can remove directors from our board of directors;
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establish advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors;
require that stockholder actions must be effected at a duly called stockholder meeting and prohibit actions by our stockholders by written consent;
limit who may call stockholder meetings to the board of directors or to the secretary at the request of the holders of at least 25% of the outstanding shares of
our common stock and limited common stock; and
authorize our board of directors to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute
the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our board of directors.
Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or the DGCL,
which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the
transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.
Our certificate of incorporation designates the state courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may
be initiated by our stockholders, which could discourage lawsuits against the company and our directors, officers, and employees.
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or,
if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for: (1)
any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or
stockholders to our company or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction
on the Court of Chancery of the State of Delaware or (4) any action asserting a claim arising pursuant to any provision of our certificate of incorporation or bylaws (in each
case, as they may be amended from time to time) or governed by the internal affairs doctrine. These choice of forum provisions will not apply to suits brought to enforce a duty
or liability created by the Securities Act of 1933, as amended, the Exchange Act or any other claim for which federal courts have exclusive jurisdiction.
This exclusive forum provision may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us
or our directors, officers, or employees, which may discourage such lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the
choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving
such action in other jurisdictions, which could materially adversely affect our business, financial condition, and operating results.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our principal facilities consist of office space. We occupy approximately 136,047 square feet of office space in New York, New York under a lease that currently
expires in December 2037. We also occupy approximately 35,000 square feet of office space in Portland, Oregon under a lease that currently expires in September 2026, and
we lease additional office space at our other office locations around the world. We believe our facilities are adequate and suitable for our current needs and that should it be
needed, suitable additional or alternative space will be available to accommodate our operations.
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Item 3. Legal Proceedings.
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not currently subject to any material legal
proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock has been publicly traded on the Nasdaq Global Select Market under the symbol “SDGR” since February 6, 2020. Prior to that date, there was no
public market for our common stock. Our limited common stock is not listed or traded on any stock exchange.
Performance Graph
The following performance graph related information shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, nor shall such
information be incorporated by reference into any future filing under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, except to the extent
that we specifically incorporate it by reference into such filing.
The following graph compares the cumulative total return on our common stock with the cumulative total return of the Nasdaq composite and the Nasdaq
Biotechnology Index from February 6, 2020 (the first date that shares of our common stock were publicly traded on the Nasdaq Global Select Market) through December 31,
2022. The graph assumes an investment of $100 on February 6, 2020, in each of the foregoing indices and in our common stock. Data for each of the indices and our common
stock assumes that all dividends were reinvested on the day of issuance, if any. The comparisons are not intended to forecast or be indicative of future performance of our
common stock.
Holders of Record
As of February 21, 2023, there were approximately 112 holders of record of our common stock and one holder of record of our limited common stock. The actual
number of stockholders is greater than this number of holders of record and includes stockholders who are beneficial owners but whose shares are held in street name by
brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
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Dividends
We have never declared or paid cash dividends on our common stock or our limited common stock. We currently intend to retain all available funds and any future
earnings to fund the development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to
declare and pay dividends will be made at the discretion of our board of directors and will depend on then-existing conditions, including our results of operations, financial
condition, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
Recent Sales of Unregistered Securities
Not applicable.
Issuer Purchases of Equity Securities
Not applicable.
Item 6. [Reserved.]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and
related notes appearing elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report,
including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties.
The following discussion and analysis of our financial condition and results of operations covers fiscal 2022 and fiscal 2021 items and year-over-year comparisons
between fiscal 2022 and fiscal 2021. Discussions of fiscal 2020 items and year-over-year comparisons between fiscal 2021 and 2020 that are not included in this Form 10-K
can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, that was filed with the SEC on February 24, 2022.
As a result of many factors, including those factors set forth in “Risk Factors” of this Annual Report, our actual results could differ materially from the results
described in or implied by the forward-looking statements contained in the following discussion and analysis. For further information regarding our forward-looking
statements, see “Cautionary Note Regarding Forward-Looking Statements and Industry Data” in this Annual Report.
Overview
We are transforming the way therapeutics and materials are discovered. Our differentiated, physics-based computational platform enables discovery of high-quality,
novel molecules for drug development and materials applications more rapidly and at a lower cost, compared to traditional methods. Our software platform is licensed by
biopharmaceutical and industrial companies, academic institutions, and government laboratories around the world. We are applying our computational platform to discover and
advance a broad pipeline of development programs in collaboration with leading biopharmaceutical companies. In addition, we use our platform to advance a pipeline of
partnered and wholly-owned drug discovery programs, which we refer to collectively as our proprietary drug discovery programs.
Since our founding, we have been primarily focused on developing our computational platform, which is capable of predicting critical properties of molecules with a
high degree of accuracy, as well as advancing drug discovery programs both with our collaborators and on our own. We have devoted substantially all of our resources to
introducing new capabilities and refining our software, conducting research and development activities, recruiting skilled personnel, and providing general and administrative
support for these operations.
Over the last decade, we have entered into a number of collaborations with biopharmaceutical companies that have provided us with significant income and have the
potential to produce additional milestone payments, option fees, and future royalties. In 2018, we began to develop a pipeline of wholly-owned drug discovery programs with
the goal of using our platform to produce a portfolio of novel, high value therapeutics. We submitted an investigational new drug
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application, or IND, for our MALT1 inhibitor, which we refer to as SGR-1505, and the U.S. Food and Drug Administration, or FDA, cleared the IND in June 2022. We
recently initiated a Phase 1 clinical trial of SGR-1505 in patients with relapsed or refractory B-cell lymphomas and currently have clinical trial sites open for screening and
enrollment, but we have not yet dosed any patients with SGR-1505. In addition, we continue to advance other wholly-owned programs through IND-enabling studies. We
expect to submit an IND application to the FDA for our CDC7 inhibitor, which we refer to as SGR-2921, in the first half of 2023 and an IND application to the FDA for our
WEE1 inhibitor, which we refer to as SGR-3515, in 2024, subject to favorable data from IND-enabling studies. In addition, we plan to initiate a Phase 1 clinical trial of SGR-
2921 in the second half of 2023, subject to receipt of regulatory clearance.
We have funded our operations to date principally from the sale of our equity securities, including our initial public offering and our follow-on public offering, and to
a lesser extent, from sales of our software solutions and from upfront payments, research funding and milestone payments from our drug discovery collaborations, and from
distributions on account of, or proceeds from the sale of, our equity stakes in our collaborators.
We currently conduct our operations through two reportable segments: software and drug discovery. The software segment is focused on selling our software to
transform drug discovery across the life sciences industry, as well as to customers in materials science industries. The drug discovery segment is focused on generating revenue
from a diverse portfolio of preclinical and clinical programs, internally and through collaborations, that have advanced to various stages of discovery and development.
Our software segment generates revenue from software product licenses, hosted software subscriptions, software maintenance, professional services, and
contributions. The revenue we generate through our software solutions from each of our customers varies largely depending on the number of software licenses our customers
purchase from us. The licenses that our customers purchase from us provide them the ability to perform a certain number of calculations used in the design of molecules for
drug discovery or materials science. We deliver our software through either (i) a product license that permits our customers to install the software solution directly on their own
in-house hardware and use it for a specified term, or (ii) a subscription that allows our customers to access our cloud-based software solution on their own hardware without
taking control of licenses.
We currently generate drug discovery revenue from our collaborations, including upfront payments, research funding payments and discovery and development
milestones. In the future, we may also derive drug discovery revenue from our collaborations from option fees, the achievement of commercial milestones, and royalties on
commercial drug sales. In addition to revenue from our collaborations, we may also derive drug discovery revenue from collaborating on or out-licensing our wholly-owned
drug discovery programs when we believe it will help maximize clinical and commercial opportunity for the program.
In November 2020, we entered into an exclusive, worldwide collaboration and license agreement with Bristol-Myers Squibb Company, or BMS, pursuant to which we
and BMS agreed to collaborate in the discovery, research and development of small molecule compounds for biological targets in the oncology, neurology and immunology
therapeutic areas. The initial collaboration targets included HIF-2 alpha and SOS1/KRAS, which were two of our wholly-owned pipeline programs. In November 2021, we
and BMS mutually agreed to replace the HIF-2 alpha target with another precision oncology target. Following the replacement election, all rights to the HIF-2 alpha target
program reverted to us. In September 2022, BMS elected not to proceed with further development of another target and all rights to this program reverted to us. In December
2022, we and BMS entered into an amendment to the agreement to include an additional target in neurology on terms similar to the original agreement. Under the terms of the
agreement, as amended, we received an upfront payment of $55.0 million from BMS in November 2020 and an additional upfront payment in December 2022, and we are
eligible to receive up to $2.7 billion in total milestone payments across all potential targets, as well as a tiered percentage royalty on net sales of each product commercialized
by BMS ranging from mid-single digits to low-double digits, subject to certain specified reductions. See “Collaboration and License Agreement” in Note 3 to our consolidated
financial statements for additional information relating to this agreement.
In August 2021, we entered into a global discovery, development and commercialization collaboration with Zai Lab Limited focused on a novel program in oncology
targeting DNA damage response. Under the terms of the agreement, we received an upfront payment to help fund our share of research costs, and if we elect to co-fund clinical
development of a product candidate under the collaboration, we will be entitled to receive 50% of any profits from the commercialization of an approved therapeutic in the
United States. We are also eligible to receive up to approximately $338.0 million in preclinical, clinical, regulatory and sales-based milestone payments from Zai Lab Limited
for any product candidate developed under the collaboration, and we are entitled to receive tiered royalties on net sales outside the United States.
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In January 2022, we acquired XTAL BioStructures, Inc., or XTAL, a company that provides structural biology services, including biophysical methods, protein
production and purification, and X-ray crystallography, which we believe will augment our ability to produce high quality target structures for our drug discovery programs.
See “Business Acquisition” in Note 5 to our consolidated financial statements for additional information relating to this acquisition.
In September 2022, we entered into a collaboration with Eli Lilly and Company, or Lilly, under which we are responsible for the discovery and optimization of small
molecule compounds addressing a specific target. Lilly will be responsible for the completion of preclinical development, clinical development and commercialization. Under
the terms of the agreement we received an upfront payment and we are eligible to receive up to $425 million in discovery, development and commercial milestone payments.
We are also eligible to receive low single- to low double-digit royalties on net sales of any products emerging from the collaboration in all markets.
We generated revenue of $181.0 million and $137.9 million in 2022 and 2021, respectively, representing year-over-year growth of 31%. Our net losses were $149.2
million and $101.2 million for the years ended December 31, 2022 and 2021, respectively.
Business Impact of COVID-19 Pandemic
In order to safeguard the health of our employees in light of the COVID-19 pandemic, in early March 2020 we implemented a company-wide work-from-home
policy. Beginning in June 2020, we began limited re-openings of certain of our offices in the United States and abroad. All of our offices are currently open, though we may
take future actions that alter our operations as may be required by federal, state, or local authorities, or which we determine are in our best interests.
We did not see material impacts to our business from the COVID-19 pandemic during 2022. While we do not expect the COVID-19 pandemic to have future material
impacts on our business, the full extent of the future impact will depend on many factors outside of our control, including, without limitation, the extent, trajectory and
duration of the COVID-19 pandemic, the development, availability and distribution of effective treatments and vaccines, the imposition of protective public safety measures,
the emergence of new strains and variants of COVID-19 and the effectiveness of vaccines against such strains and variants, and the impact of the COVID-19 pandemic on the
global economy. For instance, with respect to our software business, some of our customers may experience increasing budgetary pressures as a result of downturns or
uncertainty in their respective businesses, which may cause them to delay or reduce purchases. Relative to our and our collaborators’ drug discovery programs, the COVID-19
pandemic has resulted in, and may in the future result in, disruptions in current and future IND-enabling studies and clinical trials, manufacturing disruptions, trial site
disruptions and impact the ability to obtain necessary institutional review board, institutional biosafety committee, or other necessary site approvals. These disruptions have
caused, and may in the future cause, delays in certain of our and our collaborators’ drug discovery programs. For example, our contract manufacturing organizations, or
CMOs, and our contract research organizations, or CROs, have experienced reductions in the capacity to undertake research-scale production and delays in executing some
preclinical studies, including our IND-enabling studies for SGR-2921. We expect to submit the IND application to the FDA for SGR-2921 in the first half of 2023 and to
initiate a Phase 1 clinical trial in the second half of 2023, subject to regulatory clearance. In addition, the recent resurgence of COVID-19 in certain cities in China, and related
subsequent lockdowns, have also reduced the capacity of a number of CROs that we work with in those affected areas. We, together with our CMOs and CROs, are closely
monitoring the impact of the COVID-19 pandemic on these operations, and we are actively working to add supplemental or substitute capacity to minimize the impact of these
reduced operations. Furthermore, if our collaborators experience similar delays with their drug discovery and development programs, that could cause additional delays in our
achievement of milestones and related revenue. While there remains uncertainty about the extent of the effect of the COVID-19 pandemic, we do not envision a long-term
impact from the COVID-19 pandemic on our ability to execute on our strategy.
Management is actively monitoring the COVID-19 pandemic and its possible effects on our financial condition, liquidity, operations, customers, contractors, and
workforce. For additional information on risks posed by the COVID-19 pandemic, please see “Risk Factors – Risks Related to Our Operations – A widespread outbreak of an
illness or other health issue, such as the COVID-19 pandemic, could negatively affect various aspects of our business and make it more difficult to meet our obligations to our
customers, and could result in reduced demand from our customers as well as delays in our drug discovery and development programs,” included elsewhere in this Annual
Report.
In response to the COVID-19 pandemic, we have joined a multi-company philanthropic effort to discover and develop novel small-molecule antiviral therapeutics to
address COVID-19. The intent of the alliance, which to date also includes Takeda Pharmaceutical Company Limited, Novartis AG, Alphabet, Inc., Gilead Sciences, Inc., and
WuXi
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AppTec, Inc., is to make any discoveries from this alliance available to the public. There is no expectation that this effort will generate revenue for any of the companies
involved in the alliance, including us.
Key Factors Affecting Our Performance
Ability to drive additional revenue from our software solutions from existing customers
Our large existing base of customers represents a significant opportunity for us to expand our revenue through increased utilization of our software. The revenue that
we generate through our software solutions from each of our customers varies depending on the number of licenses for each software solution that each customer purchases
from us. Accordingly, we work with our customers to improve their experience and increase the utility of our platform in order to expand the scale at which they deploy our
platform in their business. Biopharmaceutical companies are increasingly adopting our software at a larger scale, and we anticipate that this scaling-up will drive future
revenue growth. Our ability to expand within our customer base is demonstrated by the increasing number of our customers with an annual contract value, or ACV, of over
$100,000. We had 227 and 190 of these customers for the years ended December 31, 2022 and 2021, respectively. This subset of customers represented approximately 82%
and 80% of our total ACV for the years ended December 31, 2022 and 2021, respectively. In addition, we had 18 and 15 customers with an ACV of over $1.0 million for the
years ended December 31, 2022 and 2021, respectively. We also had four customers with an ACV in excess of $5.0 million for the year ended December 31, 2022, compared
to two such customers for the year ended December 31, 2021.
With respect to contracts that have a duration of one year or less, or contracts of more than one year in duration that are billed annually, we define ACV as the contract
value billed during the applicable period. For contracts with a duration of more than one year that are billed upfront, ACV in each period represents the total billed contract
value divided by the term. ACV should be viewed independently of revenue and does not represent revenue calculated in accordance with generally accepted accounting
principles in the United States, or U.S. GAAP, on an annualized basis, as it is an operating metric that can be impacted by contract execution start and end dates and renewal
rates. ACV is not intended to be a replacement for, or forecast of, revenue. Our ACV was $140.6 million and $112.1 million for the years ended December 31, 2022 and 2021,
respectively.
Another important driver of our ability to expand our customer relationships is the retention of our customers with an ACV over $100,000. For the year ended
December 31, 2022, our year-over-year customer retention rate for such customers was 96% and was 96% or higher for each of the previous nine fiscal years. We calculate
year-over-year customer retention for our customers with an ACV over $100,000 by starting with the number of such customers we had in the previous fiscal year. We then
calculate how many of these customers were active customers in the current fiscal year. We then divide this number by the number of customers with an ACV over $100,000
we had in the previous fiscal year to arrive at the year-over-year customer retention rate for such customers. We aim to continue to grow our software sales by increasing the
adoption of our software by our existing customers and identifying and adding new customers. If we are unable to continue to increase revenue from existing customers or
identify new customers, our financial performance will be adversely impacted.
Ability to increase our customer base for our software solutions
We believe that we have significant opportunity to continue to increase the number of customers who use our solutions. We had 1,748 and 1,647 active customers for
the years ended December 31, 2022 and 2021, respectively. We define the number of active customers as the number of customers who had an ACV of at least $1,000 in the
fiscal year. We use $1,000 as a threshold for defining our active customers as this amount will generally exclude customers who only license our PyMOL software, which is
our open-source molecular visualization system broadly available at low cost.
While we have significantly penetrated the pharmaceutical industry, with all of the top 20 pharmaceutical companies, measured by 2021 revenue, licensing our
software in 2022, our strategy is to grow our customer base. We believe there remains a large opportunity for growth as there are thousands of biopharmaceutical companies
that could benefit from our solutions. Additionally, since the physics underlying the properties of drug molecules and materials is the same, we have been able to extend our
computational platform to materials science applications in fields such as aerospace, energy, semiconductors, and electronic displays.
We sell our software solutions to a growing number of materials science customers, and we believe materials science industries are only beginning to recognize the
potential of computational methods. We continue to provide education and information to increase the awareness of our computational platform across different industries. As
part of our strategy, we have driven the adoption of our software by researchers, and we had more than 1,720 academic institutions
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across the world using our software in 2022. We believe that by introducing the benefits of our computational software at the academic stage, we will drive brand awareness
and expand the use of our platform to industries that have historically relied on traditional methods for discovery of molecules. Our ability to continue to grow our customer
base is dependent upon our ability to educate the market and support the business through investment in our sales and marketing efforts and the ongoing enhancement of our
software solutions.
Advancement of our collaborative programs
We have entered into a number of collaborations with various biopharmaceutical companies to advance drug discovery. We will seek to enter into additional
collaboration agreements, driven by the synergies we expect to achieve between our platform and the capabilities and expertise of our potential collaborators. We believe that
our collaborations will be a significant driver of value for us in the form of equity stakes, research fees, preclinical, clinical, and commercial milestone payments, and option
fees, as well as royalties on any potential future sales of products, if approved. We continue to work with our current collaborators to advance existing programs through
discovery research stages and initiate additional programs. However, we do not generally exercise control over the development programs of our collaborators and often rely
on decisions of the management of such companies with respect to clinical development and commercialization. Our ability to continue to derive value from our collaborations
will be driven by both our capability to make progress in these programs as well as whether our collaborators successfully advance such programs beyond the discovery stage.
We track the aggregate number of collaborative and partnered programs for which we are eligible to receive any amount of royalties on sales and as of December 31, 2022, we
had an aggregate of 15 collaborative and partnered programs for which we are eligible to receive future royalties compared to 13 collaborative and partnered programs as of
December 31, 2021.
Ability to progress our proprietary drug discovery programs
We are advancing our pipeline of proprietary drug discovery programs through extensive application of our software platform. Our initial programs were focused on
discovering and developing inhibitors for targets in DNA damage response pathways and genetically defined cancers. Since then, we have expanded into other therapeutic
areas, including in the areas of immunology and neurology. We recently initiated a Phase 1 clinical trial of SGR-1505 in patients with relapsed or refractory B-cell lymphomas
and currently have clinical trial sites open for screening and enrollment, but we have not yet dosed any patients with SGR-1505. In addition, we continue to advance other
wholly-owned programs through IND-enabling studies. We expect to submit an IND application to the FDA for SGR-2921 in the first half of 2023 and for SGR-3515 in 2024,
subject to favorable data from IND-enabling studies. In addition, we plan to initiate a Phase 1 clinical trial of SGR-2921 in the second half of 2023, subject to receipt of
regulatory clearance.
As we progress these programs, we will strategically evaluate on a program-by-program basis advancing them into preclinical and clinical development ourselves,
entering into collaborations to co-develop them with leading industry partners, or out-licensing them to maximize their probability of clinical and commercial success. As part
of this strategy, we entered into an exclusive, worldwide collaboration and license agreement with BMS in November 2020, as well as collaboration agreements with Zai Lab
Limited in August 2021 and Lilly in September 2022. We will need to continue to devote substantial resources to develop and expand our proprietary drug discovery programs.
Our ability to advance and build value in our proprietary drug discovery programs will impact our financial performance, especially as we increasingly shift our focus to these
programs.
Components of Results of Operations
Software Products and Services Revenue
Our software business generates revenue from five sources: (i) on-premise software license fees, (ii) hosted software subscription fees, (iii) software maintenance
fees, (iv) professional services fees, and (v) contributions.
On-premise software. Our on-premise software license arrangements grant customers the right to use our software on their own in-house servers or their own cloud
instances for a specified term, typically for one year. We recognize revenue for on-premise software license fees upfront, either upon delivery of the license or the effective
date of the agreement, whichever is later.
Hosted software. Hosted software revenue consists primarily of fees to provide our customers with hosted licenses, which allows these customers to access our cloud-
based software solution on their own hardware without taking control of the licenses, and is recognized ratably over the term of the arrangement, which is typically one year.
When a
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customer enters into a hosted arrangement for which revenue is recognized over time, the amount paid upfront that is not recognized in the current period is included in
deferred revenue in our statement of financial position until the period in which it is recognized.
Software maintenance. Software maintenance includes technical support, updates, and upgrades related to our on-premise software licenses. Software maintenance
revenue is recognized ratably over the term of the arrangement. Software maintenance activities are performed in connection with the use of our on-premise software, and may
fluctuate from period to period.
Professional services. Professional services include training, technical setup, installation or assisting customers with modeling and structural biology services, where
we use our software to perform tasks such as virtual screening and homology modeling on behalf of our customers. These services are generally not related to the core
functionality of our software and are recognized as revenue when resources are consumed. Since each professional services agreement represents a unique, ad hoc engagement,
professional services revenue may fluctuate from period to period.
Software contribution revenue. Software contribution revenue consists of funds received under a non-reciprocal agreement with Gates Ventures, LLC entered into in
June 2020. The agreement is an unconditional non-exchange contribution without restrictions. Revenue was recognized upon execution of the agreement and on the first
anniversary of the agreement when invoiced, in accordance with Accounting Standard Codification, or ASC Topic 958, Not-for-Profit Entities as the agreement is not an
exchange transaction.
Drug Discovery Revenue
Drug discovery services. We currently generate drug discovery revenue from discovery collaboration arrangements, including research and development payments
and discovery and development milestones. We expect our drug discovery revenue to trend higher over time as collaboration arrangements advance and we receive additional
revenue from research funding payments, the achievement of discovery, development, and commercial milestones, option fees, and royalties on commercial drug sales. The
majority of our current collaborations are in the discovery stage. Milestone payments typically increase in magnitude as a program advances. In addition to revenue from our
collaborations, we may also derive drug discovery revenue from out-licensing our wholly-owned drug discovery programs when we believe it will help maximize the
probability of clinical and commercial success of the program. Accordingly, in November 2020, we entered into an exclusive, worldwide collaboration and license agreement
with BMS, pursuant to which we received an upfront payment of $55.0 million from BMS, of which approximately $22.1 million and $13.7 million were included in our drug
discovery revenue for the years ended December 31, 2022 and 2021, respectively. Overall, we expect that our drug discovery revenue will fluctuate from period to period due
to the inherently uncertain nature of the timing of milestone achievement and our dependence on the program decisions of our collaborators.
Drug discovery contribution revenue. Contribution revenue consists of funds received under an agreement with the Bill and Melinda Gates Foundation on a cost
reimbursement basis, to perform services aimed at accelerating drug discovery in women’s health. Revenue is recognized as conditions are met in accordance with ASC Topic
958, Not-for-Profit Entities.
Cost of Revenues
Software products and services. Cost of revenues for software includes personnel-related expenses (comprised of salaries, benefits, and stock-based compensation) for
employees directly involved in the delivery of software solutions, maintenance and professional services, royalties paid for products sold and services performed using third-
party licensed software functionality, and allocated overhead (facilities and information technology support) costs. Pursuant to various third-party arrangements, we license
technology that is used in our software. These arrangements require us to pay royalties based on sales volume, and such royalty payments represented 4.8% and 7.1% of
software revenues in the years ended December 31, 2022 and 2021, respectively.
Drug discovery. Costs of revenue for drug discovery includes personnel-related expenses and costs of third-party contract research organizations, or CROs, that
support discovery activities in our collaborations, royalties paid for services performed using third-party licensed software functionality, allocated compute capacity and
overhead costs. While we have incurred costs associated with discovery efforts since late 2017, we have recognized and expect to continue to recognize revenues in the future
if and when milestones are achieved. Generally, drug discovery costs of revenue for collaborations are incurred in advance of the revenue milestone achievement.
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Royalty payments to third-parties represented 4.8% and 4.6% of drug discovery revenues in the years ended December 31, 2022 and 2021, respectively. We expect
our drug discovery costs of revenue to trend higher over time as our discovery collaborations advance.
Gross Profit and Gross Margin
Gross profit represents revenue less cost of revenues. Gross margin is gross profit expressed as a percentage of revenue. Our software products and services gross
margin may fluctuate from period to period as our revenue fluctuates, and as a result of changes in sales mix between on-premise and hosted software solutions. For example,
the cost of royalties due for sales of our hosted software arrangements are recognized upfront, whereas the associated revenue is recognized over the term of the underlying
agreement. Currently, gross margin is less meaningful for measuring the operating results of our drug discovery business.
Research and Development Expense
Research and development expense accounts for a significant portion of our operating expenses. We recognize research and development expense as incurred.
Research and development expense consists of drug discovery and development program costs and costs incurred for continuous development of the technology and science
that supports our computational platform, primarily:
•
•
•
personnel-related expenses, including salaries, benefits, bonuses, and stock-based compensation for employees engaged in research and development functions;
expenses incurred under agreements with third-party CROs and consultants involved in our proprietary drug discovery and development programs; and
allocated compute capacity on our internal discovery and development programs and overhead (facilities and information technology support) costs.
We expect our research and development expense to increase substantially in absolute dollars for the foreseeable future as we continue to invest in activities related to
discovery and development of our proprietary drug discovery programs, in advancing our computational platform, and as we incur expenses associated with hiring additional
personnel directly involved in such efforts. At this time, we do not know, nor can we reasonably estimate, the nature, timing, or costs of the efforts that will be necessary to
complete the development of any of our proprietary drug discovery programs. Since our proprietary drug discovery efforts are in the early stages, currently we do not track
research and development expense on a program-by-program basis.
Sales and Marketing Expense
Sales and marketing expense consists primarily of personnel-related costs for our sales and marketing staff and application scientists supporting our sales efforts,
including salaries, benefits, bonuses, and stock-based compensation. Other sales and marketing costs include promotional events that promote and expand knowledge of our
company and platform, including industry conferences and events and our annual user group meetings in the United States and Europe, advertising, and allocated overhead
costs. Due to the inherent scientific complexity of our software solutions, a high level of scientific expertise is needed to support our sales and marketing efforts. We plan to
make focused investments in sales and marketing over the foreseeable future to foster the growth of our business as we aim to expand software sales to existing customers and
increase our customer base.
General and Administrative Expense
General and administrative expense consists of personnel-related expenses associated with our executive, legal, finance, human resources, information technology,
and other administrative functions, including salaries, benefits, bonuses, and stock-based compensation. General and administrative expense also includes professional fees for
external legal, accounting and other consulting services, allocated overhead costs, and other general operating expenses.
We expect to increase the size of our general and administrative staff to support the anticipated growth of our business. We expect to continue to incur additional
expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and
costs related to compliance and reporting obligations pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. In addition, as a public
company, we expect to continue to incur increased expenses such as insurance and
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professional services. As a result, we expect the dollar amount of our general and administrative expense to increase for the foreseeable future.
Gain (Loss) on Equity Investments
Gain (loss) on equity investments consists of realized gains in the form of cash distributions received from our equity investments offset by realized losses on the
sale of equity.
Change in Fair Value
Fair value gains and losses consist of adjustments to the fair value of our equity investments, including Nimbus Therapeutics, Inc., or Nimbus, Structure Therapeutics
Inc., formerly known as ShouTi Inc., or Structure Therapeutics, Eonix, LLC, or Eonix, and Morphic Holding, Inc., or Morphic. We remeasure our investments at each period
end.
We expect that fair value gains and losses will fluctuate significantly in future periods.
Other Income
Other income consists of interest earned on our cash equivalents and marketable securities, interest expense, and transactional foreign exchange gains and losses.
Income Tax Expense
Income tax expense consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. We maintain a full
valuation allowance on our federal and state deferred tax assets as we have concluded that it is not more likely than not that the deferred tax assets will be realized.
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Results of Operations
Comparison of the years ended December 31, 2022 and 2021
The following table summarizes our results of operations data for the years ended December 31, 2022 and 2021:
Year Ended December 31,
2022
2021
(in thousands)
Change
$
$
135,578 $
45,377
180,955
113,236 $
24,695
137,931
Revenues:
Software products and services
Drug discovery
Total revenues
Cost of revenues:
Software products and services
Drug discovery
Total cost of revenues
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Total operating expenses
Loss from operations
Other income (expense):
Gain (loss) on equity investments
Change in fair value
Other income
Total other (expense) income
Loss before income taxes
Income tax expense
Net loss
Net loss attributable to noncontrolling interest
%
20%
84%
31%
12%
10%
11%
54%
39%
38%
42%
40%
32%
22,342
20,682
43,024
3,081
4,541
7,622
35,402
35,468
8,492
26,816
70,776
(35,374)
13,606
(29,443)
2,893
(12,944)
(48,318)
(348)
(47,970)
823
(48,793)
26,495
45,816
72,311
65,620
90,904
22,150
64,009
177,063
(111,443)
(1,781)
11,359
1,057
10,635
(100,808)
411
(101,219)
(826)
(100,393) $
29,576
50,357
79,933
101,022
126,372
30,642
90,825
247,839
(146,817)
11,825
(18,084)
3,950
(2,309)
(149,126)
63
(149,189)
(3)
Net loss attributable to Schrödinger stockholders
$
(149,186) $
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Revenues
Revenues:
Software
On-premise software
Hosted software
Software maintenance
Professional services
Software contribution
Total software products and services
Drug Discovery
Drug discovery services
Drug discovery contribution
Total drug discovery
Total revenues
$
$
Software Products and Services Revenue
Year Ended December 31,
Change
2022
2021
$
%
(in thousands)
74,598 $
11,076
17,294
9,268
1,000
113,236
24,584
111
24,695
137,931 $
84,487 $
14,890
19,996
15,205
1,000
135,578
43,427
1,950
45,377
180,955 $
9,889
3,814
2,702
5,937
—
22,342
18,843
1,839
20,682
43,024
13%
34%
16%
64%
—%
20%
77%
1657%
84%
31%
On-premise software. The increase in revenues for on-premise software during the year ended December 31, 2022 as compared to the year ended December 31, 2021
was primarily attributable to growth from existing customers, new customer growth, and an increase in multi-year arrangements for which revenue was recognized ahead of
annual billings during the year ended December 31, 2022 as compared to the year ended December 31, 2021.
Hosted software. The increase in revenues for hosted software during the year ended December 31, 2022 as compared to the year ended December 31, 2021 was
primarily due to increased spend from existing hosted customers, as well as growth in new customers purchasing hosted software subscriptions, for which revenue is
recognized ratably over time.
Software maintenance. The increase in revenues for software maintenance during the year ended December 31, 2022 as compared to the year ended December 31,
2021 was primarily due to the increase in on-premise software sales in current and previous years. Software maintenance revenue is recognized ratably over time.
Professional services. The increase in revenues from professional services during the year ended December 31, 2022 as compared to the year ended December 31,
2021 was primarily due to the addition of XTAL service revenue subsequent to the acquisition, and the increased sales and timing of technology and modeling service projects.
Software contribution revenue. Contribution revenue during the year ended December 31, 2022 and the year ended December 31, 2021 was due to funds received
under an agreement with Gates Ventures, LLC, which began in June 2020.
Drug Discovery Revenue
Drug discovery services. The increase in revenues for drug discovery services during the year ended December 31, 2022 as compared to the year ended December 31,
2021 was primarily due to the progress of existing and new collaborations accomplished during the period, the timing and amount of collaboration milestones achieved, as well
as research funding received during 2022 as compared to 2021. We expect that our revenue will fluctuate from period to period due to the inherently uncertain nature of the
timing of milestone achievement and our dependence on the program decisions of our collaborators.
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Drug discovery contribution revenue. Contribution revenue during the year ended December 31, 2022 was due to services performed under an agreement with the Bill
and Melinda Gates Foundation, aimed at accelerating drug discovery in women’s health, which began in November 2021.
Cost of Revenues
Year Ended December 31,
2022
2021
Change
$
%
(in thousands)
Cost of revenues:
Software products and services
$
29,576
$
26,495
$
3,081
Gross margin
Drug discovery
78 %
50,357
77 %
45,816
4,541
12%
10%
Software products and services. The increase in cost of revenues for software products and services during the year ended December 31, 2022 as compared to the year
ended December 31, 2021 was attributable to increases of approximately $3.3 million in personnel-related expense and approximately $1.5 million in other expenses, offset by
decreases of approximately $1.5 million in royalty expense and approximately $0.2 million in cloud computing expense.
Software products and services gross margin. The increase in software gross margin during the year ended December 31, 2022 as compared to the year ended
December 31, 2021 was primarily due to the reduction of $0.7 million in royalty expense as a result of replacing third-party licensed code with internally built functionality, as
well as the sales mix.
Drug discovery. The increase in cost of revenues for drug discovery during the year ended December 31, 2022 as compared to the year ended December 31, 2021 was
attributable to increases of approximately $1.3 million in third-party CRO costs associated with the expansion and progression of collaboration drug discovery programs,
approximately $1.3 million in personnel-related expense, approximately $1.0 million in royalty expense, approximately $0.1 million in cloud computing expense, and
approximately $0.8 million in other expenses.
Research and Development Expense
Research and development
$
126,372 $
90,904 $
35,468
39%
Year Ended December 31,
2022
2021
Change
$
%
(in thousands)
The increase in research and development expense during the year ended December 31, 2022 as compared to the year ended December 31, 2021 was attributable to
increases of approximately $21.8 million in personnel-related expense, approximately $5.4 million in CRO costs associated with the expansion and progression of our
proprietary drug discovery programs, approximately $4.0 million in cloud computing expense, approximately $2.0 million related to office rent, and approximately $2.3
million in other expenses.
Sales and Marketing Expense
Sales and marketing
$
30,642 $
22,150 $
8,492
38%
Year Ended December 31,
2022
2021
Change
$
%
(in thousands)
The increase in sales and marketing expense during the year ended December 31, 2022 as compared to the year ended December 31, 2021 was attributable to
increases of approximately $4.9 million in personnel-related expense,
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approximately $1.3 million in travel and entertainment expenses, approximately $0.7 million in cloud computing expense, and approximately $1.6 million in other expenses.
General and Administrative Expense
General and administrative
$
90,825 $
64,009 $
26,816
42%
Year Ended December 31,
2022
2021
Change
$
%
(in thousands)
The increase in general and administrative expense during the year ended December 31, 2022 as compared to the year ended December 31, 2021 was attributable to
increases of approximately $16.6 million of personnel-related expense, approximately $2.6 million related to professional services, approximately $1.3 million related to one-
time non-recurring state and local tax items, approximately $1.2 million in travel and entertainment expense, approximately $1.2 million in cloud computing expense,
approximately $1.2 million related to office rent, and approximately $2.7 million in other expenses, primarily reflecting costs necessary to build and maintain a public
company infrastructure.
Gain (Loss) on Equity Investments
Gain (loss) on equity investments
$
11,825 $
(1,781) $
13,606
Year Ended December 31,
2022
2021
(in thousands)
Change
The gain on equity investments during the year ended December 31, 2022 was due to cash received from a third party, who previously acquired a collaborator in
which we held an equity stake, in exchange for the termination of our rights to receive potential earnouts under the acquisition agreement. The loss on equity investments
during the year ended December 31, 2021 was primarily due to the realized loss on the disposal of our equity stake in Relay Therapeutics, or Relay.
Change in Fair Value
Change in fair value
$
(18,084) $
11,359 $
(29,443)
Year Ended December 31,
2022
2021
(in thousands)
Change
The change in fair value during the year ended December 31, 2022 was primarily due to a loss on our investment in Morphic. The change in fair value during the year
ended December 31, 2021 was primarily due to a gain on our investment in Morphic.
Other Income
Other income
$
3,950 $
1,057 $
2,893
Year Ended December 31,
2022
2021
(in thousands)
Change
The increase in other income during the year ended December 31, 2022 as compared to the year ended December 31, 2021 was attributable to an increase in interest
rates on our investment portfolio offset by exchange rate variances.
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Income Tax Expense
Income tax expense
$
63 $
411 $
(348)
Year Ended December 31,
2022
2021
(in thousands)
Change
Due to the full valuation allowance on our U.S. federal and state deferred tax assets, income tax expense represents our income tax obligations in certain states and
taxes in foreign jurisdictions in which we conduct business.
At December 31, 2022, we had federal and state net operating loss carryforwards of approximately $270.9 million and $170.0 million, respectively. These
carryforwards, with the exception of federal net operating losses generated post 2017, will expire between 2023 and 2042 if not used by us to reduce income taxes payable in
future periods. Utilization of post-2017 federal net operating loss carryforwards is limited to 80% of taxable income generated in a given tax year and carry forward
indefinitely. At December 31, 2022, we had federal and state research and development tax credit carryforwards of approximately $19.5 million and $1.3 million, respectively.
These carryforwards will expire between 2023 and 2042 if not used by us to reduce income taxes payable in future periods.
As required by ASC Topic 740, Income Taxes, our management has evaluated the positive and negative evidence bearing upon the realizability of our deferred tax
assets, which are composed principally of net operating loss carryforwards and research and development credit carryforwards. Management has determined that it is more
likely than not that we will not realize the benefits of our federal and state deferred tax assets and, as a result, a valuation allowance of $138.0 million and $95.3 million has
been established at December 31, 2022 and 2021, respectively. The change in the valuation allowance for the years ended December 31, 2022 and 2021 was $42.7 million and
$37.1 million, respectively. We recorded income tax expense of $0.1 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively.
Quarterly Results of Operations
The following tables summarize our selected unaudited quarterly results of operations data for each of the eight quarters in the period ended December 31, 2022. The
information for each of these quarters has been prepared on the same basis as our audited annual consolidated financial statements and reflect, in the opinion of management,
all adjustments of a normal, recurring nature that are necessary for the fair statement of the results of operations for these periods. This data should be read in conjunction with
our audited consolidated financial statements included elsewhere in this Annual Report.
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Historical results are not necessarily indicative of the results that may be expected for the full fiscal year or any other period.
December 31,
September 30,
2022
2022
June 30,
2022
March 31,
2022
December 31,
September 30,
2021
2021
June 30,
2021
March 31,
2021
Three Months Ended
(in thousands)
Revenues:
Software products and services
$
47,819
$
24,667
$
30,011
$
33,081
$
38,564
$
24,280
$
24,052
$
Drug discovery
Total revenues
Cost of revenues:
Software products and services
(1)
Drug discovery
(1)
Total cost of revenues
Gross profit
Operating expenses:
Research and development
(1)
Sales and marketing
(1)
General and administrative
(1)
Total operating expenses
Loss from operations
Other (expense) income:
(Loss) gain on equity investments
Change in fair value
Other income (expense)
Total other income (expense)
Loss before income taxes
Income tax (benefit) expense
Net loss
Net (loss) income attributable to noncontrolling
interest
Net loss attributable to Schrödinger
stockholders
9,024
56,843
8,098
10,041
18,139
38,704
34,542
9,382
23,318
67,242
(28,538)
—
(1,493)
2,687
1,194
(27,344)
(136)
(27,208)
(1)
12,313
36,980
6,866
12,913
19,779
17,201
32,885
7,161
23,318
63,364
(46,163)
(3)
5,273
1,231
6,501
(39,662)
194
(39,856)
(3)
8,458
38,469
7,101
14,234
21,335
17,134
31,123
7,428
22,056
60,607
(43,473)
11,828
(15,700)
(296)
(4,168)
(47,641)
33
(47,674)
12
15,582
48,663
7,511
13,169
20,680
27,983
27,822
6,671
22,133
56,626
(28,643)
—
(6,164)
328
(5,836)
(34,479)
(28)
(34,451)
(11)
7,606
46,170
8,337
11,472
19,809
26,361
25,145
5,975
17,756
48,876
(22,515)
—
(7,920)
(6)
(7,926)
(30,441)
274
(30,715)
(2)
5,570
29,850
6,611
12,124
18,735
11,115
23,219
5,556
17,014
45,789
(34,674)
—
(627)
286
(341)
(35,015)
(4)
(35,011)
(4)
5,732
29,784
5,641
12,163
17,804
11,980
21,092
5,380
15,850
42,322
(30,342)
—
(4,918)
357
(4,561)
(34,903)
67
(34,970)
(326)
$
(27,207)
$
(39,853)
$
(47,686)
$
(34,440)
$
(30,713)
$
(35,007)
$
(34,644)
$
26,340
5,787
32,127
5,906
10,057
15,963
16,164
21,448
5,239
13,389
40,076
(23,912)
(1,781)
24,824
420
23,463
(449)
74
(523)
(494)
(29)
(1)
Includes stock-based compensation as indicated in the table located further below.
Revenues:
Revenues:
Software
On-premise software
Hosted software
Software maintenance
Professional services
Revenue from contracts
with customers
Software contribution
Total software products
and services revenue
Drug discovery
Drug discovery services
Drug discovery contribution
Total drug discovery
Total revenues
December 31,
September 30,
2022
2022
June 30,
2022
March 31,
2022
December 31,
September 30,
2021
2021
June 30,
2021
March 31,
2021
Three Months Ended
(in thousands)
$
33,627
$
12,579
$
16,595
$
21,686
$
27,295
$
15,496
$
14,452
$
4,125
5,255
4,812
47,819
—
47,819
8,450
574
9,024
3,914
5,063
3,111
24,667
—
24,667
11,717
596
12,313
3,596
4,952
3,868
29,011
1,000
30,011
8,019
439
8,458
3,255
4,726
3,414
33,081
—
33,081
15,241
341
15,582
3,088
4,612
3,569
38,564
—
38,564
7,495
111
7,606
2,684
4,401
1,699
24,280
—
24,280
5,570
—
5,570
2,704
4,176
1,720
23,052
1,000
24,052
5,732
—
5,732
$
56,843
$
36,980
$
38,469
$
48,663
$
46,170
$
29,850
$
29,784
$
17,355
2,600
4,105
2,280
26,340
—
26,340
5,787
—
5,787
32,127
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Deferred Revenue:
December 31,
September 30,
2022
2022
June 30,
2022
March 31,
2022
December 31,
September 30,
2021
2021
June 30,
2021
March 31,
2021
Deferred revenue
$
83,529
$
65,897
$
67,545
$
(in thousands)
78,353
$
85,432
$
76,318
$
78,526
$
78,115
As of
Gross Margin:
Software products and services
gross margin
83 %
72 %
76 %
77 %
78 %
73 %
77 %
78 %
December 31,
2022
September 30,
2022
June 30,
2022
March 31,
2022
December 31,
2021
September 30,
2021
June 30,
2021
March 31,
2021
Three Months Ended
Stock-Based Compensation:
December 31,
September 30,
2022
2022
June 30,
2022
March 31,
2022
December 31,
September 30,
2021
2021
June 30,
2021
March 31,
2021
Three Months Ended
Stock-based compensation:
Cost of revenues:
Software products and
services
Drug discovery
Research and development
Sales and marketing
General and administrative
Total stock-based
compensation expense
$
$
$
$
$
$
580
626
3,231
867
4,902
10,206
$
$
$
$
$
$
596
764
3,026
728
4,750
9,864
$
$
$
$
$
$
584
944
2,977
699
5,223
10,427
$
$
$
$
$
$
(in thousands)
485
803
2,582
524
4,740
9,134
$
$
$
$
$
$
389
626
2,157
331
3,953
7,456
$
$
$
$
$
$
Depreciation and Amortization:
December 31,
September 30,
2022
2022
June 30,
2022
March 31,
2022
December 31,
September 30,
2021
2021
Three Months Ended
Depreciation and amortization:
Cost of revenues:
Software products and
services
Drug discovery
Research and development
Sales and marketing
General and administrative
Total depreciation and
amortization
expense
$
$
$
$
$
$
Quarterly Revenue Trends
113
97
425
114
393
1,142
$
$
$
$
$
$
106
117
384
101
399
1,107
$
$
$
$
$
$
118
127
351
118
412
1,126
$
$
$
$
$
$
(in thousands)
99
112
308
79
371
969
$
$
$
$
$
$
61
82
212
65
232
652
$
$
$
$
$
$
396
669
2,130
370
4,087
7,652
56
106
163
59
197
581
$
$
$
$
$
$
$
$
$
$
$
$
382
738
1,925
362
3,609
7,016
68
167
195
57
240
727
$
$
$
$
$
$
$
$
$
$
$
$
June 30,
2021
229
428
1,228
218
2,263
4,366
86
232
247
66
256
887
March 31,
2021
On-premise software revenue is subject to seasonality that generally favors the first and fourth quarter of each year, primarily due to the timing of customer renewals
for on-premise software arrangements, for which revenue is recognized at a single point in time. Hosted software revenue grew more steadily over the periods presented, as
existing
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customers and new customers increased their spend on hosted solutions, for which revenue is recognized over time. As a result, a portion of the software products and services
revenue we reported in each period was attributable to sales we made in prior periods. Software maintenance revenue is related to on-premise software sales and also is
recognized ratably over the term of the underlying agreement. Therefore, increases or decreases in customer sales, customer expansion, or renewals in a period may not be
immediately reflected in revenue for the period. Our professional services arrangements are typically project-based and, therefore, fluctuated based on individual customer
needs and ongoing project support. Drug discovery revenue fluctuated from period to period based on the achievement of specific collaboration milestones, as well as
advancements of collaborative services. The majority of our current collaborations are in the discovery stage. Milestone payments typically increase in magnitude as a program
advances.
Quarterly Deferred Revenue Trends
Deferred revenue consists of the unearned portion of customer billings, which is recognized as revenue in accordance with our revenue recognition policy, as well as
the unearned portion of unbilled collaboration milestones that are deemed probable in advance of actual achievement. Deferred revenue balances have fluctuated based on the
timing of sales, shifts in product mix, fluctuations to the number and size of milestones that were deemed probable in advance of actual achievement, and the measurement of
progress toward completion for service projects.
Quarterly Gross Margin Trends
Our software products and services gross margin experienced fluctuations over the periods presented due to increased headcount and the product mix for software and
services, as the cost of royalties due on sales of our hosted software is recognized upfront, while the associated revenue is recognized over the term of the related agreement.
Currently, gross margin is less meaningful for measuring the operating results of our drug discovery business.
Quarterly Operating Expense Trends
Operating expenses generally increased during the periods presented due to increased headcount and personnel-related expenses involved in research and
development, sales and marketing, general and administrative activities, and CRO costs related to our proprietary drug discovery programs. These increases in headcount
across our operations have supported the overall growth and management of our business. CRO cost increases were driven by the expansion and progression of our proprietary
drug discovery programs.
Quarterly Other Income (Expense) Trends
Other income (expense) during the periods presented consisted primarily of fair value gains and losses related to our equity investments in Morphic and Structure
Therapeutics, and, to a lesser degree, interest income.
Segment Information
The following tables summarize segment information for the years ended December 31, 2022 and 2021. See Note 16 – Segment Reporting in our audited consolidated
financial statements for additional information regarding our segments.
Segment gross profit is derived by deducting operational expenditures, with the exception of research and development, sales and marketing, and general and
administrative activities, from U.S. GAAP revenue. Operational expenditures are expenditures made that are directly attributable to the reportable segment. In many cases,
these expenditures are allocated to the segments based on headcount. The reportable segment expenditures include compensation, supplies, and services from contract research
organizations.
Certain cost items are not allocated to our reportable segments. These cost items primarily consist of compensation and general operational expenses associated with
our research and development, sales and marketing, and general and administrative activities. These costs are incurred by both segments and, due to the integrated nature of
our software and drug discovery segments, any allocation methodology would be arbitrary and provide no meaningful analysis.
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Additionally, we report assets on a consolidated basis and do not allocate assets to our reportable segments for purposes of assessing segment performance or allocating
resources.
Segment revenues:
Software
Drug discovery
Total segment revenues
Segment gross profit:
Software
Drug discovery
Total segment gross profit
Unallocated (expense) income:
Research and development
Sales and marketing
General and administrative
Gain (loss) on equity investment
Change in fair value
Interest
Income taxes
Consolidated net loss
Year Ended December 31,
2022
2021
(in thousands)
$
$
$
$
$
$
135,578 $
45,377
180,955 $
106,002 $
(4,980) $
101,022 $
(126,372)
(30,642)
(90,825)
11,825
(18,084)
3,950
(63)
(149,189) $
113,236
24,695
137,931
86,741
(21,121)
65,620
(90,904)
(22,150)
(64,009)
(1,781)
11,359
1,057
(411)
(101,219)
Liquidity, Capital Resources and Funding Requirements
We have a history of significant operating losses and have incurred negative cash flows from operations from inception through the year ended December 31, 2022.
As of December 31, 2022, we had an accumulated deficit of $379.1 million.
We have funded our operations to date principally from the sale of our equity securities, including our initial public offering and our follow-on public offering, and to
a lesser extent, from sales of our software solutions and from upfront payments, research funding and milestone payments from our drug discovery collaborations, and from
distributions on account of, or proceeds from the sale of, our equity stakes in our collaborators. Our operating cash flows are impacted by the magnitude and timing of our
software sales and by the magnitude and timing of our drug discovery milestone achievements and research funding fees.
As of December 31, 2022, we had cash, cash equivalents, restricted cash, and marketable securities of $456.3 million. On February 13, 2023, on account of our equity
stake in Nimbus, we received a $111.3 million cash distribution from Nimbus in connection with Takeda’s acquisition of Nimbus Lakshmi, Inc., a wholly-owned subsidiary of
Nimbus, and its TYK2 inhibitor NDI-034858.
On March 4, 2021, we filed a universal shelf registration statement on Form S-3 which allows us to offer and sell an indeterminate number of shares of common
stock, preferred stock, depositary shares or warrants, or an indeterminate principal amount of debt securities, from time to time pursuant to one or more offerings at prices and
terms to be determined at the time of the sale. As of December 31, 2022, no securities had been sold under the Form S-3.
We believe our existing cash, cash equivalents, and marketable securities as of December 31, 2022, together with the $111.3 million cash distribution received from
Nimbus in February 2023, will be sufficient to fund our operating expenses and capital expenditure requirements through at least the next 24 months. Our future capital
requirements will depend on many factors, including the growth of our software revenue, the timing and extent of spending to support research and development efforts, the
continued expansion of software sales and marketing activities, the timing and receipt of milestone payments from our collaborations, as well as spending to support, advance,
and broaden our
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proprietary drug discovery programs. Furthermore, our capital requirements will also change depending on the timing and receipt of any distributions we may receive from our
equity stakes in our drug discovery collaborators and partners. The potential for these distributions, and the amounts which we may be entitled to receive, are difficult to
predict due to the inherent uncertainty of the events which may trigger such distributions.
We plan to utilize the existing cash, cash equivalents, and marketable securities on hand primarily to fund our software and drug discovery activities. With respect to
our wholly-owned programs, as part of our strategy we may choose to advance them into preclinical and clinical development ourselves, enter into collaborations to co-
develop them with leading industry partners, or out-license them to maximize their clinical and commercial opportunities.
We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms
acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to maintain or expand our operations and invest in our platform, we may
not be able to compete successfully, which would harm our business, operations and financial condition. In addition, we may seek additional capital due to favorable market
conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans.
Our contractual obligations as of December 31, 2022 include operating lease obligations of $187.1 million, consisting of our continuing rent obligations through
December 2037, primarily for our principal offices located in New York, New York for $152.2 million, Cambridge, Massachusetts for $18.1 million and Portland, Oregon for
$5.0 million, which expire in December 2037, June 2032 and September 2026, respectively. In addition, see Note 7 – Commitments and Contingencies to our consolidated
financial statements appearing in Item 8 of this Annual Report for more information relating to our operating lease obligations.
In December 2022, we entered into an agreement with a third-party to establish an exclusive integrated drug discovery dedicated facility. The agreement contains a
minimum payment obligation, which totals $21.8 million over five years after the date of first occupancy.
In June 2022, we entered into an agreement with a third-party CRO to provide approximately $10.5 million of services, with an estimated service period extending
through March 2025.
In June 2022, we entered into a non-cancelable contract to purchase laboratory equipment of $4.2 million, with payment terms extending through June 2023.
In December 2020, we entered into a five-year agreement with a third-party cloud provider for compute power. The agreement contains a minimum payment
obligation, which totals $60 million over the five years after the date we entered into the agreement. There is no annual commitment.
We also enter into agreements in the normal course of business with CRO vendors for research, preclinical studies, and clinical trials, professional consultants for
expert advice, and other vendors for various products and services. These contracts do not contain any minimum purchase commitments and are cancellable at any time by us,
generally upon 30 days prior written notice, and therefore we believe that our non-cancelable obligations under these agreements are not material. We have also agreed to pay
volume-based royalties to third-parties for use of software functionality under various licensing and related agreements. See Note 2 - Significant Accounting Policies to our
audited consolidated financial statements appearing in Item 8 of this Annual Report for more information relating to our royalties.
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Cash Flows
The following table presents a summary of our cash flows for the periods shown:
Net cash used in operating activities
Net cash provided by (used in) investing activities
Net cash provided by financing activities
Net decrease in cash and cash equivalents and restricted cash
Operating activities
Year Ended December 31,
2022
2021
(in thousands)
$
$
(119,683) $
90,023
2,110
(27,550) $
(70,669)
(16,812)
7,952
(79,529)
During the year ended December 31, 2022, operating activities used approximately $119.7 million in cash primarily resulting from net loss of $149.2 million, which
included an $11.8 million gain from equity investments, partially offset by $5.0 million of non-cash operating expenses included in net loss, including depreciation and
investment accretion costs, $39.6 million in stock-based compensation, and $18.1 million of non-cash loss on changes in fair value. Changes in our operating assets and
liabilities used cash of approximately $21.4 million.
During the year ended December 31, 2021, operating activities used approximately $70.7 million in cash primarily resulting from net loss of $101.2 million, which
included an $11.4 million non-cash gain from changes in fair value, $26.5 million in stock-based compensation costs and $9.0 million of other non-cash operating expenses
included in net loss, including depreciation and investment accretion costs, and a $1.8 million loss on equity investment that is classified as an investing activity. Changes in
our operating assets and liabilities provided cash of approximately $4.7 million.
Investing activities
During the year ended December 31, 2022, investing activities provided approximately $90.0 million of cash, consisting of $93.2 million provided by marketable
securities, net of purchases and $11.8 million in cash from a third party, who previously acquired a collaborator in which we held an equity stake, in exchange for the
termination of our rights to receive potential earnouts under the acquisition agreement. These items are partially offset by $8.0 million in cash used for purchases of property
and equipment, $0.6 million used to make equity investments in Structure Therapeutics, and $6.4 million used to acquire XTAL, net of cash acquired.
During the year ended December 31, 2021, investing activities used approximately $16.8 million of cash, consisting of $22.1 million used for purchases of marketable
securities, net of maturities, $7.2 million used for purchases of property and equipment and $3.7 million used to make equity investments in Ajax Therapeutics, Inc. and
Structure Therapeutics, partially offset by $15.7 million provided by the sale of our equity stake in Relay and $0.4 million provided by the distribution of funds from Petra
Pharma Corporation in connection with its acquisition by a third party.
Financing activities
During the year ended December 31, 2022, financing activities provided approximately $2.1 million of cash, primarily attributable to proceeds from stock option
exercises.
During the year ended December 31, 2021, financing activities provided approximately $8.0 million of cash, primarily attributable to proceeds from stock option
exercises.
Seasonality
Generally, the first and fourth quarter of each year have typically been our largest quarters for software products and services revenue, primarily due to the timing of
customer renewals of on-premise software arrangements, for which revenue is recognized at a single point in time. Seasonality has been a less significant factor for our hosted
software arrangements, for which revenue is recognized ratably over time. Seasonality has not been a factor for our drug discovery revenues. Historical seasonality may not be
indicative of future periods.
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Critical Accounting Policies and Estimates
Critical accounting policies are those that are both most important to the portrayal of a company's financial condition and results, and that require management's most
difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our management’s
discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with
U.S. GAAP. The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities,
revenues, and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements and the accompanying notes. We base our estimates on
historical experience, known trends and events, and our beliefs of what could occur in the future considering available information. Actual results may differ from these
estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience.
The effects of material revisions in estimates, if any, are reflected in the consolidated financial statements prospectively from the date of change in estimates.
While our significant accounting policies are described in more detail in Note 2 – Significant Accounting Policies to our consolidated financial statements appearing
in Item 8 of this Annual Report, we believe the following critical accounting estimates used in the preparation of our consolidated financial statements require the most
difficult, subjective and complex judgments and estimates and have had, or are reasonably likely to have a material impact on our financial condition or results of operations.
Revenue
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers, except for contracts that are within the scope of other standards, such as
contribution grants and certain collaboration arrangements. In accordance with ASC 606, we recognize revenue when our customer obtains control of promised goods or
services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements
that we determine are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations
in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as we
satisfy a performance obligation.
Significant management judgment is applied to determine the allocation of the transaction price and measurement of progress, including (1) the constraint on variable
consideration, (2) the allocation of the transaction price to the performance obligations using their standalone selling price, or SSP, and (3) the appropriate input or output
based method to recognize collaboration revenue and the extent of progress to date.
Variable consideration: Our revenue may include upfront payments for the performance of services in the future, which have both fixed and variable consideration.
We include the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for
which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, we re-evaluate the estimated
variable consideration included in the transaction price and any related constraint and, if necessary, adjust our estimate of the overall transaction price.
Research and development, regulatory or commercial milestones in our collaboration agreements may include some, but not necessarily all, of the following types of
events:
•
•
•
•
•
•
completion of preclinical research and development work leading to selection of product candidates;
initiation of Phase 1, Phase 2, and Phase 3 clinical trials;
filing of regulatory applications for marketing approval in the United States, Europe or Japan;
marketing approval in major markets, such as the United States, Europe, or Japan;
commercial milestones and/or commercial royalties; and
achievement of certain other technical, scientific, or development criteria.
At the inception of each arrangement that includes research, development, or regulatory milestone payments, we evaluate whether the milestones are considered
probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue
reversal would not occur,
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the associated milestone value is included in the transaction price. Milestone payments that are not within our control or that of the licensee, such as regulatory approvals, are
not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on an SSP basis, for which
we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of
achievement of such development milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are
recorded on a cumulative catch-up basis, which may affect license, collaboration, and other revenues and earnings in the period of adjustment. The process of successfully
achieving the criteria for the milestone payments is highly uncertain. Consequently, there is a risk that we may not earn all of the milestone payments from each of our
collaborators. We recognized $14.7 million and $6.3 million from drug discovery milestones for the years ended December 31, 2022 and 2021, respectively.
Software performance obligations and transaction price allocation: At contract inception, we assess the goods or services promised within each contract that falls
under the scope of ASC 606 to identify distinct performance obligations, which requires significant judgment based on the nature of each transaction. We allocate the
transaction price to each distinct performance obligation on an SSP basis. We determine the SSP using information that includes historical discounting practices, market
conditions, cost-plus analysis, and other observable inputs. We typically have more than one SSP for individual performance obligations due to the stratification of those items
by classes of customers and circumstances. In these instances, we may use information such as the size and geographic region of the customer in determining the SSP. We may
also estimate SSP based on management judgment by considering available data such as internal cost and margin objectives, pricing strategies, market/competitive conditions,
historical profitability data, as well as other observable inputs. We establish SSP ranges for our products and services and reassesses them periodically. The determination of
SSP required significant management judgment.
Collaboration agreement transaction price allocation and measurement of progress: At the inception of each arrangement, we utilize judgment to assess the nature of
the performance obligations to determine whether they are distinct or a single combined performance obligation. We allocate the transaction price to each performance
obligation based on the relative SSP of each performance obligation at inception, which will be determined based on each performance obligation’s estimated SSP. We
determine the SSP at contract inception of the research activities based on internal estimates of the costs to perform the services, inclusive of a reasonable profit margin.
Significant judgment is used to determine the inputs for total costs to perform the research activities, which may include the length of time required, the internal hours expected
to be incurred on the services and the number and costs of various studies that will be performed by third-parties to complete the research plan. Revenue is recognized on a
proportional performance basis over the period of service, using input-based measurements to estimate the performance. Changes to these assumptions may have a material
effect on the amount and timing of revenue recognized. We recognized revenue of $24.3 million and $14.6 million related to collaboration agreements with proportional
performance measurement for the years ended December 31, 2022 and 2021, respectively.
Recent Accounting Pronouncements
See Note 2 – Significant Accounting Policies to our consolidated financial statements appearing elsewhere in this Annual Report for a discussion of recently issued
accounting pronouncements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our
investments, including cash equivalents and marketable securities, are in the form of U.S. Treasury and corporate bonds and a money market fund that is invested in U.S.
Treasury and corporate bonds. Due to the nature of these investments, an immediate 10% change in interest rates would not have a material effect on the fair market value of
this investment portfolio.
We are also exposed to market risk related to changes in foreign currency exchange rates. We maintain bank accounts denominated in Japanese yen, British pound
sterling, Indian rupee, European Union euro, and Korean Republic won to accommodate deposits of amounts due from certain customers. We also contract with certain
vendors that are located outside of the United States whose invoices are denominated in foreign currencies. We are subject to fluctuations in foreign currency rates in
connection with these arrangements. We do not currently hedge our foreign currency exchange rate risk. Our cash balances and outstanding vendor invoices denominated in
foreign currencies were not material as of December 31, 2022 and 2021, and our market risk associated with foreign currency exchange rates was deemed insignificant. An
immediate 10% change in foreign exchange rates would not have a material effect on our consolidated financial statements.
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Inflation generally affects us by increasing our cost of labor and target development costs. We do not believe that inflation had a material effect on our business,
financial condition, or results of operations for the years ended December 31, 2022 and 2021.
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Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the Years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021, and 2020
Notes to Consolidated Financial Statements
F-2
F-6
F-7
F-8
F-9
F-10
F-11
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Table of Contents
To the Stockholders and Board of Directors
Schrödinger, Inc.:
Opinion on the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Schrödinger, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related
consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year
period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over
financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 28, 2023 expressed an adverse opinion on the effectiveness of the Company’s internal control over
financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our
audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to
be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements,
taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures
to which they relate.
Estimation of total costs to perform for Bristol-Myers Squibb Company collaboration and license agreement
As discussed in Note 3(c) to the consolidated financial statements, the Company recorded revenue of $22.1 million during the year ended December 31, 2022 related to
research activities for the Bristol-Myers Squibb Company (“BMS”) collaboration and license agreement on a proportional performance basis. The proportional performance is
determined using input-based measurements of total costs of research activities incurred for the agreement relative to the total estimate of costs of research activities for the
agreement. The Company remeasures proportional performance at the end of each reporting period based on measuring progress towards completion.
F-2
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We identified the estimation of total costs to perform research activities for the BMS collaboration and license agreement as a critical audit matter. There was subjective
auditor judgment in evaluating the Company’s estimate of total costs to perform research activities.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal
controls related to the Company’s process to account for the BMS collaboration and license agreement, including controls related to the determination of total costs to perform
research activities. We evaluated the Company’s estimate of costs to be incurred by:
— comparing the estimated length of time required to complete the research plan to both industry publications and actual time incurred to achieve development candidate for a
selection of the Company’s proprietary drug discovery programs
—comparing the estimated internal employee hours and external contract research organizations costs to be incurred to historical actual results for the BMS collaboration and
license agreement
—attending the fourth quarter forecast review meeting and inspecting quarterly meeting minutes to evaluate factors impacting total costs to perform research activities
—inspecting minutes of Joint Steering Committee meetings between the Company and BMS to evaluate factors impacting total costs to perform research activities and
comparing them with the outcome of the inquiries stated above
Identification of performance obligations in complex or unusual revenue arrangements
As discussed in Notes 3(a) and 3(b) to the consolidated financial statements, the Company reported on-premise software revenue of $84.5 million, hosted software revenue of
$14.9 million, and drug discovery revenue of $45.4 million for the year ended December 31, 2022. As discussed in Note 3(d), the Company’s contracts with customers often
include promises to transfer multiple software products and services, including training, professional services, technical support services, and rights to unspecified updates. At
contract inception, the Company assesses the products and services promised within each contract to determine distinct performance obligations that should be accounted for
separately.
We identified the determination of distinct performance obligations in complex or unusual revenue arrangements as a critical audit matter. There was subjective auditor
judgment in evaluating whether promised products and services in complex or unusual revenue arrangements are separate performance obligations or inputs into a combined
performance obligation.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal
controls related to the revenue process, including controls related to the determination of distinct performance obligations. For a selection of complex or unusual revenue
arrangements, we evaluated whether the performance obligations identified by the Company were capable of being distinct in the context of the contract by obtaining an
understanding of the Company’s product and service offerings, obtaining and inspecting contracts, and evaluating the application of the revenue recognition accounting
guidance for the selected contract.
We have served as the Company’s auditor since 2010.
Portland, Oregon
February 28, 2023
/s/ KPMG LLP
F-3
Table of Contents
To the Stockholders and Board of Directors
Schrödinger, Inc.:
Opinion on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
We have audited Schrödinger, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the
material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial
reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the
Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity
(deficit), and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and
our report dated February 28, 2023 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness was identified and included in
management's assessment related to a deficiency in the design of a control in the Company's revenue process to determine whether performance milestones in a newly
executed drug discovery arrangement were probable of achievement and the constraint on variable consideration in the form of milestone payments can be removed. The
deficiency was the result of ineffective risk assessment as the Company’s existing controls were designed insufficiently to identify a change in timing of performance
milestones in the newly executed contract. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022
consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
F-4
Table of Contents
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Portland, Oregon
February 28, 2023
/s/ KPMG LLP
F-5
Table of Contents
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except for share and per share amounts)
Assets
December 31, 2022
December 31, 2021
$
90,474 $
Current assets:
Cash and cash equivalents
Restricted cash
Marketable securities
Accounts receivable, net of allowance for doubtful accounts of $125 and $108
Unbilled and other receivables, net for allowance for unbilled receivables of $100 and $30
Prepaid expenses
Total current assets
Property and equipment, net
Equity investments
Goodwill
Intangible assets, net
Right of use assets
Other assets
Total assets
Current liabilities:
Accounts payable
Accrued payroll, taxes, and benefits
Deferred revenue
Lease liabilities
Other accrued liabilities
Total current liabilities
Deferred revenue, long-term
Lease liabilities, long-term
Other liabilities, long-term
Total liabilities
Commitments and contingencies (Note 7)
Stockholders’ equity:
Liabilities and Stockholders’ Equity
$
$
Preferred stock, $0.01 par value. Authorized 10,000,000 shares; zero shares issued and outstanding at December 31, 2022 and December 31, 2021,
respectively
Common stock, $0.01 par value. Authorized 500,000,000 shares; 62,163,739 and 61,834,515 shares issued and outstanding at December 31, 2022 and
December 31, 2021, respectively
Limited common stock, $0.01 par value. Authorized 100,000,000 shares; 9,164,193 shares issued and outstanding at December 31, 2022 and
December 31, 2021, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total stockholders’ equity of Schrödinger stockholders
Noncontrolling interest
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
5,243
360,613
55,953
13,137
8,569
533,989
14,244
25,683
4,791
587
105,982
3,311
688,587 $
9,470 $
24,882
57,931
11,006
5,510
108,799
25,598
105,485
800
240,682
—
622
92
828,700
(379,138)
(2,382)
447,894
11
447,905
120,267
3,000
456,212
31,744
8,807
5,030
625,060
10,025
43,167
—
—
75,384
2,851
756,487
8,079
18,405
55,368
2,042
7,317
91,211
30,064
77,827
300
199,402
—
618
92
786,964
(229,952)
(651)
557,071
14
557,085
756,487
$
688,587 $
F-6
Table of Contents
Revenues:
Software products and services
Drug discovery
Total revenues
Cost of revenues:
Software products and services
Drug discovery
Total cost of revenues
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Total operating expenses
Loss from operations
Other income (expense):
Gain (loss) on equity investments
Change in fair value
Other income
Total other (expense) income
Loss before income taxes
Income tax expense
Net loss
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except for share and per share amounts)
Year Ended December 31,
2022
2021
2020
135,578 $
45,377
180,955
113,236 $
24,695
137,931
29,576
50,357
79,933
101,022
126,372
30,642
90,825
247,839
(146,817)
11,825
(18,084)
3,950
(2,309)
(149,126)
63
(149,189)
(3)
26,495
45,816
72,311
65,620
90,904
22,150
64,009
177,063
(111,443)
(1,781)
11,359
1,057
10,635
(100,808)
411
(101,219)
(826)
(149,186) $
(2.10) $
(100,393) $
(1.42) $
92,530
15,565
108,095
18,003
26,620
44,623
63,472
64,695
17,795
41,898
124,388
(60,916)
4,108
28,263
2,253
34,624
(26,292)
345
(26,637)
(2,174)
(24,463)
(0.41)
71,173,419
70,594,950
60,024,658
$
$
$
Net loss attributable to noncontrolling interest
Net loss attributable to Schrödinger common and limited common stockholders
Net loss per share attributable to Schrödinger common and limited common stockholders, basic and diluted:
Weighted average shares used to compute net loss per share attributable to Schrödinger common and limited
common stockholders, basic and diluted:
See accompanying notes to consolidated financial statements.
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SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(in thousands)
Net loss attributable to Schrödinger common and limited common stockholders
Changes in market value of investments, net of tax:
Unrealized (loss) gain on marketable securities
Comprehensive loss
See accompanying notes to consolidated financial statements.
F-8
Year Ended December 31,
2022
2021
2020
(149,186) $
(100,393) $
(24,463)
(1,731)
(968)
(150,917) $
(101,361) $
301
(24,162)
$
$
Table of Contents
Balance at
December 31, 2019
Change in
unrealized
gain on
marketable
securities
Issuances of
common
stock upon
stock option
exercises
Stock-based
compensation
Issuances of
common
stock upon
initial public
offering, net
of issuance
costs of
$22,667
Issuances of
common
stock upon
follow-on
offering, net
of issuance
costs of
$20,901
Conversion of
convertible
preferred
stock into
common
stock
Exchange of
convertible
preferred
stock into
limited
common
stock
Conversion of
limited
common
stock into
common
stock
Contributions
by non-
controlling
interest
Net loss
Balance at
December 31, 2020
Change in
unrealized
loss on
marketable
securities
Issuances of
common
stock upon
stock option
exercises
Stock-based
compensation
Contributions
by non-
controlling
interest
Net loss
Balance at
December 31, 2021
Change in
unrealized
loss on
marketable
securities
Issuances of
common
stock upon
stock option
exercises
Stock-based
compensation
Contributions
by non-
controlling
interest
Net loss
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands, except for share amounts)
Series E preferred
stock
Series D preferred
stock
Series C preferred
stock
Series B preferred
stock
Series A preferred
stock
Common stock
Limited common
stock
Additional
paid-in
Accumulated
other
comprehensive
Non
controlling
Total
stockholders’
Accumulated
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
capital
deficit
loss (income)
interest
equity
(deficit)
73,795,777
$109,270
39,540,611
$22,000
47,242,235
$19,844
29,468,101
$ 9,840
134,704,785
$30,626
6,121,821
$
61
— $ —
$
11,655
$
(105,096)
$
16
$
41
$
(93,323)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
301
—
301
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,398,177
—
—
14
—
—
—
—
—
4,169
10,545
—
—
—
—
—
—
4,183
10,545
—
—
—
—
—
—
—
—
—
—
13,664,704
136
—
—
209,497
—
—
—
209,633
—
—
—
—
—
—
—
—
—
—
5,250,000
53
—
—
325,547
—
—
—
325,600
(73,795,777)
(109,270)
(17,844,124)
(9,928)
—
—
—
—
(134,704,785)
(30,626)
30,278,832
303
—
—
149,521
—
—
—
149,824
—
—
(21,696,487)
(12,072)
(47,242,235)
(19,844)
(29,468,101)
(9,840)
—
—
—
—
13,164,193
132
41,624
—
—
—
41,756
—
—
—
—
—
—
—
—
—
—
4,000,000
40
(4,000,000)
(40)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
60,713,534
607
9,164,193
—
—
92
—
(24,463)
752,558
(129,559)
—
—
—
—
—
—
—
317
2,137
(2,174)
2,137
(26,637)
4
624,019
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(968)
—
(968)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,120,981
—
—
—
—
—
—
11
—
—
—
—
—
—
—
—
61,834,515
618
9,164,193
—
—
—
—
92
7,916
26,490
—
—
—
—
(100,393)
—
—
—
—
—
—
7,927
26,490
836
(826)
836
(101,219)
786,964
(229,952)
(651)
14
557,085
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,731)
—
(1,731)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
329,224
—
—
—
4
—
—
—
—
—
—
—
— $ —
— $ —
— $ —
— $ —
62,163,739
622
9,164,193
—
—
—
—
92
2,106
39,630
—
—
—
—
(149,186)
—
—
—
—
828,700
(379,138)
(2,382)
—
—
—
(3)
11
2,110
39,630
—
(149,189)
447,905
Balance at
December 31, 2022
— $
See accompanying notes to consolidated financial statements.
F-9
Table of Contents
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
(Gain) loss on equity investments
Noncash revenue from equity investments
Fair value adjustments
Depreciation and amortization
Stock-based compensation
Noncash research and development expenses
Noncash investment amortization
Loss on disposal of property and equipment
(Increase) decrease in assets, net of acquisition:
Accounts receivable, net
Unbilled and other receivables
Reduction in the carrying amount of right of use assets
Prepaid expenses and other assets
Increase (decrease) in liabilities, net of acquisition:
Accounts payable
Accrued payroll, taxes, and benefits
Deferred revenue
Lease liabilities
Other accrued liabilities
Net cash (used in) provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Purchases of equity investments
Distribution from equity investment
Proceeds from sale of equity investments
Acquisition, net of acquired cash
Purchases of marketable securities
Proceeds from maturity of marketable securities
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Issuances of common stock upon initial public offering, net
Issuances of common stock upon follow-on public offering, net
Issuances of common stock upon stock option exercises
Contribution by noncontrolling interest
Net cash provided by financing activities
Net (decrease) increase in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash, beginning of year
Cash and cash equivalents and restricted cash, end of year
Supplemental disclosure of cash flow and noncash information
Cash paid for income taxes
Supplemental disclosure of non-cash investing and financing activities
Purchases of property and equipment in accounts payable
Purchases of property and equipment in accrued liabilities
Acquisition of right to use assets, contingency resolution
Acquisitions of right of use assets
Acquisition of lease liabilities
Reclassification of deferred financing costs to additional paid-in capital
See accompanying notes to consolidated financial statements.
SCHRÖDINGER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
2022
2021
2020
Year Ended December 31,
$
(149,189)
$
(101,219)
$
(11,825)
—
18,084
4,344
39,630
—
629
19
(23,697)
(4,253)
7,287
(7,067)
1,179
6,477
(1,903)
1,900
(1,298)
(119,683)
(8,014)
(600)
11,825
—
(6,427)
(271,472)
364,711
90,023
—
—
2,110
—
2,110
1,781
(107)
(11,359)
2,847
26,490
811
5,270
140
(321)
(5,187)
5,799
(1,121)
(411)
6,405
(1,028)
(2,949)
3,490
(70,669)
(7,167)
(3,700)
375
15,735
—
(414,802)
392,747
(16,812)
—
—
7,927
25
7,952
$
$
(27,550)
123,267
95,717
$
(79,529)
202,796
123,267
$
787
$
448
$
169
293
1,513
34,763
34,430
—
705
—
—
71,054
71,054
—
F-10
(26,637)
(4,108)
(397)
(28,263)
3,658
10,545
2,137
646
—
(12,747)
3,468
5,342
187
4,882
4,966
59,705
(5,417)
(1,210)
16,757
(2,538)
(2,869)
4,582
—
—
(519,668)
138,772
(381,721)
211,491
325,600
4,183
—
541,274
176,310
26,486
202,796
381
8
—
2,709
—
1,858
Table of Contents
(1) Description of Business
SCHRÖDINGER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the years ended December 31, 2022, 2021, and 2020
(in thousands, except for share and per share amounts and note 3(c))
Schrödinger, Inc. (the “Company”) has developed a differentiated, physics-based computational platform that enables discovery of high-quality, novel molecules for
drug development and materials applications more rapidly and at a lower cost, compared to traditional methods. The Company's software platform is licensed by
biopharmaceutical and industrial companies, academic institutions, and government laboratories around the world. The Company also applies its computational platform to a
broad pipeline of drug discovery and development programs in collaboration with biopharmaceutical companies. In addition, the Company uses its platform to advance a
pipeline of partnered and wholly-owned drug discovery programs, which the Company refers to as its proprietary drug discovery programs.
(2) Significant Accounting Policies
(a) Recently Issued Accounting Pronouncements
In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations – Accounting for
Contract Assets and Contract Liabilities from Contracts with Customers ("Topic 805"), which requires the measurement and recognition of contract assets and contract
liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers ("Topic 606").
This update replaces the existing guidance requiring contract assets and contract liabilities to be measured and recognized at fair value. The standard is effective on a
prospective basis for annual periods beginning after December 15, 2022, including interim periods within the fiscal year, with early adoption permitted. The Company early
adopted this new standard effective January 1, 2022 with no material impact on its consolidated financial statements.
(b) Basis of Presentation and Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Significant estimates include the assumptions used in the allocation of revenue and estimates regarding
the progress of completing performance obligations under collaboration agreements. Actual results could differ from those estimates, and such differences may be material to
the consolidated financial statements.
(c) Principles of Consolidation
The Company’s consolidated financial statements include the accounts of Schrödinger, Inc., its wholly owned subsidiaries, and its variable interest entity. All
intercompany balances and transactions have been eliminated in consolidation. The functional currency for foreign entities is the United States dollar. The Company accounts
for investments over which it has significant influence, but not a controlling financial interest, using the equity method.
(d) Cash and Cash Equivalents and Marketable Securities and Restricted Cash
Included in cash and cash equivalents were cash equivalents of $78,066 and $90,477 as of December 31, 2022 and 2021, respectively, which consisted of money
market funds and certificates of deposit, and are stated at cost, which approximates market value. The Company classifies all highly liquid investments with an original
maturity of 90 days or less to be cash equivalents. The Company classifies all marketable securities, which consist of fixed income securities, as available for sale securities.
At times, cash balances held at financial institutions were in excess of the Federal Deposit Insurance Corporation’s insured limits; however, the Company primarily
places its cash with high-credit quality financial institutions.
F-11
Table of Contents
Restricted cash consists of letters of credit held with the Company’s financial institution related to facility leases and is classified as current in the Company’s balance
sheets based on the maturity of the underlying letters of credit. Additionally, funds received from certain grants are restricted as to their use and are therefore classified as
restricted cash.
(e) Accounts Receivable
Accounts receivable are stated at original invoice amount less an allowance for doubtful accounts. Management estimates the allowance for doubtful accounts by
evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Account balances are considered
delinquent if payment is not received by the due date. Accounts receivable are written off when deemed uncollectible. Recovery of accounts receivable previously written off
is recorded when received. Changes in the balance of accounts deemed uncollectible were deemed immaterial as of December 31, 2022 and 2021. Interest is not charged on
accounts receivable.
(f) Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short maturities.
(g) Property and Equipment
Property and equipment are stated at cost. The Company did not capitalize any interest during 2022 and 2021. Maintenance and repairs are expensed as incurred.
Depreciation is calculated using the straight‑line method over the estimated useful lives of the assets, which range from 3 to 10 years. Amortization of leasehold
improvements is calculated using the straight‑line method over the remaining life of the lease or the useful life of the asset, whichever is shorter.
Property and equipment are reviewed for impairment as discussed below under Accounting for the Impairment of Long‑Lived Assets.
(h) Goodwill
Goodwill represents the excess purchase price over the fair value of net assets acquired which is not allocable to separately identifiable intangible assets. Other
identifiable intangible assets are separately recognized if the intangible asset is obtained through contractual or other legal right or if the intangible asset can be sold,
transferred, licensed or exchanged.
Goodwill is not amortized but tested for impairment at least annually, and more frequently if events or circumstances indicate the carrying amount more likely than
not exceeds the fair value. We have the option to qualitatively or quantitatively assess goodwill for impairment.
We test our goodwill for impairment on October 1 of each year. In 2022, we evaluated our goodwill using a qualitative process. If the qualitative factors determine
that it is more likely than not that the fair value exceeds the carrying amount, goodwill is not impaired. If the qualitative assessment determines it is more likely than not the
fair value is less than the carrying amount, we would further evaluate for potential impairment. We have deemed our goodwill not impaired for the year ended December 31,
2022.
(i) Accounting for the Impairment of Long‑Lived Assets
Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for potential
impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-
lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that carrying value exceeds fair value. Fair value is
determined using various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, depending on the nature
of the asset. No impairment was identified for the years ended December 31, 2022, 2021, and 2020.
F-12
Table of Contents
(ij Warranties
The Company typically warrants that its products will perform in a manner consistent with the product specifications provided to the customer for a period of 30 days.
Historically, the Company has not been required to make payments under these obligations. Therefore, no liabilities for such obligations are presented in the consolidated
financial statements.
(k) Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables and contract assets, which represent
contracted unbilled receivables.
The Company does not require customers to provide collateral to support accounts receivable. If deemed necessary, credit reviews of significant new customers may
be performed prior to extending credit. The determination of a customer’s ability to pay requires judgment, and failure to collect from a customer can adversely affect revenue,
cash flows, and results of operations.
As of December 31, 2022, one customer accounted for 26% of total accounts receivable. As of December 31, 2021, three customers accounted for 17%, 15%, and
11% of total accounts receivable, respectively. As of December 31, 2022, two customers accounted for 23% and 17% of total contract assets, respectively. As of December 31,
2021, three customers accounted for 27%, 18%, and 17% of total contract assets, respectively. For the year ended December 31, 2022, one customer accounted for 16% of total
revenues. For the year ended December 31, 2021, one customer accounted for 14% of total revenues. For the year ended December 31, 2020, no customers accounted for more
than 10% of total revenues.
(l) Royalties
Royalties represent a component of cost of revenues and consist of royalties paid to owners of intellectual property used in or bundled with the Company’s software.
Generally, royalties are incurred and recorded at the time a customer enters into a binding purchase agreement, although some royalty agreements are based instead on cash
collections. Royalty expense was $9,191, $9,826, and 7,663 for the years ended December 31, 2022, 2021, and 2020, respectively.
(m) Software Development Costs
Costs to develop new software products and substantial enhancements to existing software products are expensed as incurred. Historically, the Company has not
capitalized any software development costs because the software development process was essentially completed concurrent with the establishment of technological feasibility.
(n) Research and Development and Advertising
Research and development and advertising costs are expensed as incurred. The Company did not incur any significant advertising costs in 2022, 2021, and 2020.
(o) Stock‑Based Compensation
The Company calculates stock‑based compensation expense utilizing fair value–based methodologies and recognizes expense over the vesting period of such awards.
(p) Commissions
Commissions represent a component of sales and marketing expense and consist of the variable compensation paid to the Company’s sales representatives. Generally,
sales commissions are earned and recorded as expense at the time that a customer has entered into a binding purchase agreement. Commissions paid to sales representatives are
recoverable only in the case that the Company cannot collect against any invoiced fee associated with a sales order. Commission expense was $2,291, $1,829, and $1,362 in
2022, 2021, and 2020, respectively.
F-13
Table of Contents
(q) Income Taxes
The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying
amounts and the tax basis of the assets and liabilities. Deferred tax assets are reduced by a valuation allowance when it is estimated to become more likely than not that a
portion of the deferred tax assets will not be realized. Accordingly, the Company currently maintains a full valuation allowance against existing net deferred tax assets.
The Company recognizes the effect of income tax positions only if such positions are deemed “more likely than not” capable of being sustained. Interest and penalties
accrued on unrecognized tax benefits are included within income tax expense in the consolidated financial statements.
(r) Comprehensive Loss
Comprehensive loss includes net loss and changes in equity related to changes in unrealized gains or losses on marketable securities.
(s) Equity Investments
In the normal course of business, the Company has entered, and may continue to enter, into collaboration agreements with companies to perform drug design services
for such companies in exchange for equity ownership stakes in such companies. If it is determined that the Company has control over the investee, the investee is consolidated
in the financial statements. If the investee is consolidated with the Company and less than 100% of the equity is owned by the Company, the Company will present non-
controlling interest to represent the portion of the investee owned by other investors. If it is determined that the Company does not have control over the investee, the Company
evaluates the investment for the ability to exercise significant influence.
Equity investments over which the Company has significant influence may be accounted for under equity method accounting in accordance with ASC Topic 323,
Equity Method and Joint Ventures. If it is determined that the Company does not have significant influence over the investee, and there is no readily determinable fair value for
the investment, the equity investment may be accounted for at cost minus impairment in accordance with ASC Topic 321, Equity Securities.
For further information regarding the Company’s equity investments, see Note 6, Fair Value Measurements, Note 11, Noncontrolling Interest, and Note 13, Equity
Investments.
(t) Net Loss per Share Attributable to Common and Limited Common Stockholders
The outstanding equity of the Company consists of common stock and limited common stock. Under the Company’s certificate of incorporation, the rights of the
holders of common stock and limited common stock are identical, except with respect to voting and conversion. Holders of limited common stock are precluded from voting
such shares in any election of directors or on the removal of directors. Limited common stock may be converted into common stock at any time at the option of the
stockholder.
Undistributed earnings allocated to the participating securities are subtracted from net income in determining net (loss) income attributable to common and limited
common stockholders. Basic net (loss) income per share is computed by dividing net (loss) income attributable to common and limited common stockholders by the weighted-
average number of shares of common and limited common stock outstanding during the period.
For the calculation of diluted net income, net income attributable to common and limited common stockholders for basic net income is adjusted by the effect of
dilutive securities, including awards under the Company’s equity compensation plans. Diluted net income per share attributable to common and limited common stockholders
is computed by dividing the resulting net income attributable to common and limited common stockholders by the weighted-average number of fully diluted shares of common
and limited common stock outstanding.
(3) Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company
expects to be entitled in exchange for promised goods or services. The
F-14
Table of Contents
Company’s performance obligations are satisfied either over time or at a point in time, which can result in different revenue recognition patterns.
The following table illustrates the timing of the Company’s revenue recognition patterns:
Software products and services – point in time
Software products and services – over time
Drug Discovery – point in time
Drug Discovery – over time
(a) Software Products and Services
Year Ended December 31,
2022
2021
2020
47.3 %
27.6
8.8
16.3
55.5 %
26.6
3.3
14.6
55.0 %
30.6
6.7
7.7
The Company enters into contracts that can include various combinations of licenses, products and services, some of which are distinct and are accounted for as
separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance
obligation on a relative standalone selling price (“SSP”) basis. Revenue is recognized net of any sale and value-added taxes collected from customers and subsequently
remitted to governmental authorities.
The Company’s software business derives revenue from five sources: (i) on-premise software license fees, (ii) hosted software subscription fees, (iii) software
maintenance fees, (iv) professional services fees, and (v) contributions.
On-premise software. The Company’s on-premise software license arrangements grant customers the right to use its software on their own in-house servers or their
own cloud instances for a specified term, typically for one year. The Company recognizes revenue for on-premise software license fees upfront, either upon delivery of the
license or the effective date of the agreement, whichever is later. In instances where the timing of delivery differs from the timing of invoicing, the Company considers whether
a significant financing component exists. The Company has elected the practical expedient to not assess for significant financing where the term is less than one year. The
Company’s updates and upgrades are not integral to maintaining the utility of the software licenses. Payments typically are received upfront or annually.
Hosted software. Hosted software revenue consists primarily of fees to provide the Company’s customers with hosted licenses, which allows these customers to
access the Company’s cloud-based software solution on their own hardware without taking control of licenses. Hosted software is recognized ratably over the term of the
arrangement.
Software maintenance. Software maintenance includes technical support, updates, and upgrades related to our on-premise software licenses. Software maintenance
revenue is considered to be a separate performance obligation and is recognized ratably over the term of the arrangement.
Professional services. Professional services include training, technical setup, installation or assisting customers with modeling and structural biology services, where
the Company uses its software to perform tasks such as virtual screening and homology modeling on behalf of the Company’s customers. These services are generally not
related to the core functionality of the Company’s software and are recognized as revenue when resources are consumed. The Company has historically estimated project status
with relative accuracy, although a number of internal and external factors can affect such estimates, including labor rates, utilization and efficiency variances. Payments for
services are due in advance or upon consumption of resources.
Software contribution revenue. Software contribution revenue consists of funds received under a non-reciprocal agreement with Gates Ventures, LLC. The agreement
is an unconditional non-exchange contribution without restrictions. Revenue was recognized upon execution of the agreement and on the first anniversary of the agreement
when invoiced in accordance with ASC Topic 958, Not-for-Profit Entities as the agreement is not an exchange transaction.
The agreement with Gates Ventures, LLC covers the period from June 23, 2020 through June 22, 2023 for total consideration of up to $3,000. The Company
recognized revenue of $1,000 upon entry to the agreement and $1,000 upon each of the first and second anniversary of the agreement. As of December 31, 2022, the Company
had no deferred revenue
F-15
Table of Contents
balance related to this agreement. As of December 31, 2022, the Company had no accounts receivable related to this agreement.
The following table presents the revenue recognized from the sources of software products and services revenue:
On-premise software
Hosted software
Software maintenance
Professional services
Revenue from contracts with customers
Software contribution
Total software revenue
(b) Drug Discovery
Year Ended December 31,
2022
2021
2020
$
$
84,487 $
14,890
19,996
15,205
134,578
1,000
74,598 $
11,076
17,294
9,268
112,236
1,000
135,578 $
113,236 $
58,311
9,192
14,465
9,562
91,530
1,000
92,530
Drug discovery services. Revenue from drug discovery and collaboration services contracts is recognized either over time or at a point in time, typically by using
costs incurred, hours expended to measure progress, or based on the achievement of milestones. Payments for services are generally due upfront at the start of a contract, upon
achieving milestones stated in a contract, or upon consumption of resources. Services may at times include variable consideration, and the Company has estimated the amount
of consideration that is variable using the most likely amount method. The Company evaluates milestones on a case-by-case basis, including whether there are factors outside
the Company’s control that could result in a significant reversal of revenue, and the likelihood and magnitude of a potential reversal. If achievement of a milestone is not
considered probable, the Company constrains (reduces) variable consideration to exclude the milestone payment until it is probable to be achieved. Upon removal of the
constraint on variable consideration, revenue may be recognized at a point in time by applying the allocation guidance of Topic 606.
As of December 31, 2022, 2021, and 2020, milestones not yet achieved that were determined to be probable of achievement totaled $4,000, $2,250, and $250,
respectively, and $3,939, $2,250, and $85 of those milestones were recognized as revenue for the years ended December 31, 2022, 2021, and 2020, respectively.
Drug discovery contribution revenue. Drug discovery contribution revenue consists of funds received under an agreement with Bill and Melinda Gates Foundation on
a cost reimbursement basis, to perform services aimed at accelerating drug discovery in women’s health, which began in November 2021. Revenue is recognized as conditions
are met in accordance with ASC Topic 958, Not-for-Profit Entities. As of December 31, 2022 and 2021, the Company had deferred revenue balances related to this agreement
of $1,718 and $1,129, respectively.
The following table presents the revenue recognized from the sources of drug discovery revenue:
Drug discovery services revenue from contracts with customers
Drug discovery contribution
Total drug discovery revenue
(c) Collaboration and License Agreement
Year Ended December 31,
2022
2021
2020
$
$
43,427 $
1,950
45,377 $
24,584 $
111
24,695 $
15,565
—
15,565
On November 22, 2020, the Company entered into an exclusive, worldwide collaboration and license agreement with Bristol-Myers Squibb Company (“BMS”),
pursuant to which the Company and BMS have agreed to collaborate in the discovery, research and preclinical development of new small molecule compounds for disease
indications in oncology, neurology, and immunology therapeutics areas. Under the agreement, the Company was initially responsible, at its own cost and expense, for the
discovery of small molecule compounds directed to five specified biological targets pursuant to a
F-16
Table of Contents
mutually agreed research plan for each such target. The initial targets included HIF-2 alpha and SOS1/KRAS, which were two of the Company’s wholly-owned programs. In
November 2021, the Company and BMS mutually agreed to replace the HIF-2 alpha target with another precision oncology target. Following the replacement election, all
rights to the HIF-2 alpha target program reverted to the Company. In September 2022, BMS elected not to proceed with further development of another target and all rights to
this program reverted to the Company, which increased revenue recognition due to the accelerated completion of our obligations related to the program. In December 2022, the
Company and BMS entered into an amendment to the agreement to include an additional target in neurology on terms similar to the original agreement. Once a development
candidate meeting specified criteria for a target under the agreement has been identified by the Company, BMS will be solely responsible for the further development,
manufacturing and commercialization of such development candidate at its own cost and expense.
Under the terms of the agreement, as amended, BMS paid the Company an initial upfront fee payment of $55.0 million in November 2020 and an additional upfront
payment in December 2022. The Company also is eligible to receive up to $2.7 billion in total milestone payments across all potential targets, consisting of: a) up to $585.0
million in milestone payments per oncology target, including $360.0 million in the aggregate for the achievement of certain specified research, development, and regulatory
milestones and $225.0 million in the aggregate for the achievement of certain specified commercial milestones; and b) up to $489.0 million in milestone payments per
neurology and immunology target, including $264.0 million in the aggregate for the achievement of certain specified research, development, and regulatory milestones and
$225.0 million in the aggregate for the achievement of certain specified commercial milestones.
The Company is also entitled to a tiered percentage royalty on annual net sales ranging from mid-single digits to low-double digits, subject to certain specified
reductions. Royalties are payable by BMS on a licensed product-by-licensed product and country-by-country basis until the later of the expiration of the last valid claim
covering the licensed product in such country, expiration of all applicable regulatory exclusivities in such country for such licensed product and the tenth anniversary of the
first commercial sale of such licensed product in such country.
The Company assessed the collaboration and license agreement in accordance with Topic 606, and concluded that BMS is a customer based on the agreement
structure. At inception, the Company identified one performance obligation for each of the five programs under the agreement, which includes research activities for each
program and a license grant for the underlying intellectual property. The Company determined that the license grant for intellectual property is not separable from the research
activities, as the research activities are expected to significantly modify or enhance the license grant over the period of service, and therefore are not distinct in the context of
the contract.
The Company determined that the transaction price at the onset of the agreement is $55.0 million. Additional consideration to be paid to the Company upon the
achievement of future milestone payments were excluded from the transaction price as they represent milestone payments that are not considered probable as of the inception
date such that there is not a significant risk of revenue reversal.
The Company has allocated the transaction price of $55.0 million to each performance obligation based on the SSP of each performance obligation at inception,
which was determined based on each performance obligation’s estimated SSP. The Company determined the estimated SSP at contract inception of the research activities
based on internal estimates of the costs to perform the services, inclusive of a reasonable profit margin. Significant inputs used to determine the total costs to perform the
research activities included the length of time required, the internal hours expected to be incurred on the services and the number and costs of various studies that will be
performed to complete the research plan.
Revenue associated with the research activities is recognized on a proportional performance basis over the period of service for research activities, using input-based
measurements of total costs of research incurred to estimate the proportion performed. Progress towards completion is remeasured at the end of each reporting period.
During the years ended December 31, 2022, 2021, and 2020, the Company recognized $22.1 million, $13.7 million, and $1.0 million, respectively, associated with the
agreement based on the research activities performed. As of December 31, 2022 and 2021, there was $25.5 and $40.3 of deferred revenue related to the agreement, which was
classified as either current or non-current in the consolidated balance sheet based on the period the services are expected to be performed. There was $8.0 of outstanding
receivables for this collaboration as of December 31, 2022.
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(d) Significant Judgments
Significant judgments and estimates are required under Topic 606. Due to the complexity of certain contracts, the actual revenue recognition treatment required under
Topic 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.
The Company’s contracts with customers often include promises to transfer multiple software products and services, including training, professional services,
technical support services, and rights to unspecified updates. Determining whether licenses and services are distinct performance obligations that should be accounted for
separately, or are not distinct and therefore should be accounted for together, requires significant judgment. In some arrangements, such as most of the Company’s term-based
software license arrangements, the Company has concluded that the licenses and associated services are distinct from each other. In other arrangements, including
collaboration services arrangements, the licenses and certain services may not be distinct from each other. The Company’s time-based software arrangements may include
multiple software licenses and a right to updates or upgrades to the licensed software products, and technical support. The Company has concluded that such promised goods
and services are separate distinct performance obligations.
The Company is required to estimate the total consideration expected to be received from contracts with customers, including any variable consideration. For
collaborative arrangements which we are eligible to receive variable consideration in the form of milestones payments, we evaluate whether the milestones are considered
probable of being achieved. If it is probable that a significant revenue reversal would not occur, the constraint is removed and value of the associated milestone is included in
the estimated transaction price using the most likely amount method based on contractual requirements and historical experience. Once the estimated transaction price is
established, amounts are allocated to the performance obligations that have been identified. The transaction price is allocated to each separate performance obligation on a
relative SSP basis consistent with the allocation objectives of Topic 606.
Judgment is required to determine the SSP for each distinct performance obligation. The Company rarely licenses or sells products on a standalone basis, so the
Company is required to estimate the range of SSPs for each performance obligation. In instances where the SSP is not directly observable because the Company does not sell
the license, product, or service separately, the Company determines the SSP using information that includes historical discounting practices, market conditions, cost-plus
analysis, and other observable inputs. The Company typically has more than one SSP for individual performance obligations due to the stratification of those items by classes
of customers and circumstances. In these instances, the Company may use information such as the size and geographic region of the customer in determining the SSP.
Professional service revenue is recognized as costs and hours are incurred, and judgment is required in estimating both the project status and the costs incurred or hours
expended.
If a group of agreements are so closely related to each other that they are, in effect, part of a single arrangement, such agreements are deemed to be one arrangement
for revenue recognition purposes. The Company exercises significant judgment to evaluate the relevant facts and circumstances in determining whether the separate
agreements should be accounted for separately or as, in substance, a single arrangement. The Company’s judgments about whether a group of contracts comprises a single
arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved.
Judgment is required to determine the total costs to perform research activities, which include the length of time required, the internal hours expected to be incurred
on the services, and the number and costs of various studies that may be performed by third-parties to complete the research plan.
Generally, the Company has not experienced significant returns or refunds to customers.
The Company’s estimates related to revenue recognition may require significant judgment and a change in these estimates could have an effect on the Company’s
results of operations during the periods involved.
(e) Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in receivables, contract assets, or contract
liabilities (deferred revenue) on the consolidated balance sheets. The Company records a contract asset when revenue is recognized prior to invoicing. A deferred revenue
liability is recorded when revenue is expected to be recognized subsequent to invoicing. For the Company’s time-based software agreements, customers are generally invoiced
at the beginning of the arrangement for the entire term, though when the term spans multiple years the customers may be invoiced on an annual basis. For certain drug
discovery agreements where the
F-18
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milestones are deemed probable in a period prior to when the milestone is achieved, the Company records a contract asset for the full value of the milestone.
Contract assets are included in unbilled and other receivables within the consolidated balance sheets and are transferred to receivables when the Company invoices the
customer.
Contract balances were as follows:
Contract assets
Deferred revenue, short-term:
Software products and services
Drug discovery
Deferred revenue, long-term:
Software products and services
Drug discovery
As of
December 31,
2022
As of
December 31,
2021
$
11,378 $
37,085
20,846
2,526
23,072
8,271
32,945
22,423
3,938
26,126
For the years ended December 31, 2022 and 2021, respectively, the Company recognized $60,039 and $42,127 of revenue that was included in deferred revenue at the
end of the respective preceding periods. All other deferred revenue activity is due to the timing of invoices in relation to the timing of revenue, as described above. The
Company expects to recognize as revenue approximately 69% of its December 31, 2022 deferred revenue balance in the next 12 months and the remainder thereafter.
Additionally, contracted but unsatisfied performance obligations that had not yet been billed to the customer or included in deferred revenue were $20,205 as of December 31,
2022.
Payment terms and conditions vary by contract type, although terms typically require payment within 30 to 60 days. In instances where the timing of revenue
recognition differs from that of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of
invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to facilitate financing arrangements.
(f) Deferred Sales Commissions
The Company has applied the practical expedient for sales commission expense, as any material compensation paid to sales representatives to obtain a contract relates
to a period of one year or less. Therefore, the Company has not capitalized any costs related to sales commissions.
(4) Property and Equipment
Property and equipment consisted of the following:
Computers and equipment
Leasehold improvements
Furniture and fixtures
Lab equipment
Less accumulated depreciation
As of December 31,
2022
2021
20,387 $
2,229
5,665
76
28,357
(14,113)
14,244 $
16,059
2,276
4,045
—
22,380
(12,355)
10,025
$
$
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Table of Contents
Depreciation expense for 2022, 2021, and 2020 was $3,831, $2,847, and $3,658, respectively, and is included within cost of revenues and research and development,
sales and marketing, and general and administrative expenses within the consolidated statements of operations.
(5) Business Acquisition
On January 14, 2022, the Company used cash on hand to acquire all outstanding shares of XTAL BioStructures, Inc. (“XTAL”), a company that provides structural
biology services, including biophysical methods, protein production and purification, and X-ray crystallography. The transaction qualified as a business combination for
accounting purposes, which involves application of the acquisition method described in Topic 805. The cash purchase price was approximately $7,429 which included $6,427
in upfront purchase price, net of cash acquired. The acquisition of XTAL enables the Company to pursue scientific advancements in the field of structural biology, augment its
ability to produce high quality target structures for its drug discovery programs, and expand its offerings to include an advanced and differentiated service that provides
customers access to protein structures that have been computationally validated and are ready for structure-based virtual screening and lead optimization, giving rise to
expected benefits supporting the amount of acquired goodwill.
The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company as of the January 14, 2022 acquisition date. The
business combination accounting under Topic 805 was finalized for this acquisition during the three months ended June 30, 2022, with no changes to the provisional amounts
disclosed for the three months ended March 31, 2022. The Company has elected to use both practical expedients provided by ASU No. 2021-08 for the valuation of contract
assets and contract liabilities from contracts with customers, with no material impact to the consolidated financial statements.
Cash
Accounts receivable
Other current assets
Property, plant and equipment
Intangible assets
Goodwill
Total assets acquired
Current liabilities
Deferred tax liability
Total liabilities assumed
Net assets acquired
$
$
The following table summarizes the purchase price allocation to the identifiable intangible assets and their estimated useful lives as of the January 14, 2022
acquisition date:
Backlog
Customer relationships
Tradename/Trademark
Amount
270
710
120
1,100
$
$
Useful Life
(years)
1
5
1
The results of operations for XTAL beginning as of the January 14, 2022 acquisition date are included in these consolidated financial statements. For the fiscal year
ended December 31, 2022, the amount of revenues and net income of XTAL were not material to the consolidated financial statements taken as a whole. Because the pro
forma results of operations of the Company for the periods presented in these consolidated financial statements would not be materially different as a result of the acquisition,
such information is not presented. The costs incurred to acquire XTAL were not material and have been fully expensed and are included in general and administrative expenses
in the consolidated statements of operations. Amortization of intangibles was $513 and zero in general and administrative expenses as of December 31, 2022 and 2021,
respectively.
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Table of Contents
(6) Fair Value Measurements
Various inputs are used in determining the fair value of the Company’s financial assets and liabilities. These inputs are summarized into the following three broad
categories:
Level 1 – quoted prices in active markets for identical securities
Level 2 – other significant observable inputs, including quoted prices for similar securities, interest rates, credit risk, etc.
Level 3 – significant unobservable inputs, including the Company’s own assumptions in determining fair value
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Marketable securities,
which consist primarily of corporate and U.S. government agency bonds, are classified as available for sale and fair value did not differ significantly from carrying value as of
December 31, 2022 and 2021. The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2022:
Assets:
Cash and cash equivalents and restricted cash
Marketable securities
Equity investments
Total
Level 1
Level 2
Level 3
Total
$
$
$
95,717 $
— $
22,335
118,052 $
— $
360,613 $
—
360,613 $
— $
— $
1,629
1,629 $
95,717
360,613
23,964
480,294
The following table presents information about the Company’s assets and liabilities measured at fair value as of December 31, 2021:
Assets:
Cash and cash equivalents and restricted cash
Marketable securities
Equity investments
Total
Level 1
Level 2
Level 3
Total
$
$
$
123,267 $
— $
39,561
162,828 $
— $
456,212 $
—
456,212 $
— $
— $
1,887
1,887 $
123,267
456,212
41,448
620,927
Fair value of the Company’s investments in Nimbus Therapeutics, LLC (“Nimbus”), Structure Therapeutics Inc., formerly known as ShouTi Inc., (“Structure
Therapeutics”), and Eonix, LLC (“Eonix”), classified as Level 3 in the fair value hierarchy, was determined under the hypothetical liquidated book value method (“HLBV
method”), as further described in Note 13, Equity Investments. Significant unobservable inputs used under the HLBV method include Nimbus’, Structure Therapeutics’, and
Eonix’s annual financial statements and the Company’s respective liquidation priorities. The following table sets forth changes in fair value of the Company’s Level 3
investments:
As of December 31, 2020
Cash contributions
Unrealized loss
As of December 31, 2021
Cash contributions
Unrealized loss
As of December 31, 2022
Amount
—
2,000
(113)
1,887
600
(858)
1,629
$
$
Unrealized gains and losses arising from changes in fair value of the Company’s equity investments are classified within change in fair value in the consolidated
statements of operations. During the years ended December 31, 2022 and
F-21
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2021, there were no transfers between Level 1, Level 2 and Level 3 investments. See Note 13, Equity Investments, for further information.
(7) Commitments and Contingencies
(a) Leases
The Company leases office space under operating leases that expire at various dates through 2037. The Company has elected the package of practical expedients
under the transition guidance of ASC Topic 842, Leases, to exclude short-term leases from the balance sheet and to combine lease and non-lease components.
Upon inception of a lease, the Company determines if an arrangement is a lease, if it includes options to extend or terminate the lease, and if it is reasonably certain
that the Company will exercise the options. Lease cost, representing lease payments over the term of the lease and any capitalizable direct costs less any incentives received, is
recognized on a straight-line basis over the lease term as lease expense.
In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement
date if the rate implicit in the lease is not readily determinable. Upon execution of a new lease, the Company performs an analysis to determine its incremental borrowing rate
using its current borrowing rate, adjusted for various factors including level of collateralization and lease term. As of December 31, 2022, the remaining weighted average
lease term was 13 years.
During the year ended December 31, 2022, right-of-use (“ROU”) assets increased by $34,763 due to the accounting commencement of seven new leases and by
$2,824 due to a contingency resolution associated with the Company’s New York office lease. During the same period, lease liabilities increased by $34,430 due the
accounting commencement of the new leases.
On August 15, 2022, the Company entered into an office lease agreement for 17,500 square feet of office space in Framingham, Massachusetts. Under the terms of the
agreement, the Company is obligated to pay base rent of approximately $114 per month with a 2% annual rental escalation each year. The Company estimates that the lease
commencement date will occur during the three months ending June 30, 2023 and continue to the end of the lease, which is ten years after commencement.
On December 20, 2022, the Company entered into a service agreement with a contract research organization, which includes the use of 12,000 square feet of lab space
and lab equipment in Hyderabad, India. This agreement has been identified as an embedded lease in this contract research agreement. Under the terms of the agreement, the
Company is obligated to pay a base fee of approximately $29 per month for the first year, and $56 per month for the four remaining years. The Company estimates that the
lease commencement date will occur during the three months ending June 30, 2023 and continue to the end of the lease, which is five years after commencement.
Variable and short-term lease costs were immaterial for the year ended December 31, 2022. Additional details of the Company’s operating leases are presented in the
following table:
Operating lease costs
Cash paid for operating leases
Year Ended December 31,
2022
2021
2020
$
11,999 $
3,275
7,627 $
4,561
5,895
6,050
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Table of Contents
Maturities of operating lease liabilities as of December 31, 2022 under noncancelable operating leases were as follows:
Year ending December 31:
2023
2024
2025
2026
2027
Thereafter
Total future minimum lease payments
Less: imputed interest
Present value of future minimum lease payments
Less: current portion of operating leases payments
Lease liabilities, long-term
(b) Legal Matters
$
$
11,396
14,454
14,547
14,142
12,978
119,602
187,119
(70,628)
116,491
(11,006)
105,485
From time to time, the Company may become involved in routine litigation arising in the ordinary course of business. While the results of such litigation cannot be
predicted with certainty, management believes that the final outcome of such matters is not likely to have a material adverse effect on the Company’s financial position or
results of operations or cash flows.
(8) Income Taxes
Income tax expense is comprised of the following:
Current:
Federal
State
Foreign
Current income tax expense
Deferred:
Federal
State
Foreign
Deferred income tax expense
Income tax expense
Components of loss before income taxes by tax jurisdiction were as follows:
United States
Foreign
Loss before income taxes
F-23
Year ended December 31,
2022
2021
2020
(195) $
(280)
538
63
—
—
—
—
63 $
— $
67
344
411
—
—
—
—
411 $
—
178
167
345
—
—
—
—
345
Year ended December 31,
2022
2021
2020
(150,147) $
1,021
(149,126) $
(101,341) $
1,359
(99,982) $
(24,567)
449
(24,118)
$
$
$
$
Table of Contents
Reconciliation of income tax expense at the applicable statutory income tax rates to the effective income tax rate is as follows:
Statutory federal income tax rate
State taxes, net of federal benefits
Section 162(m) limitation
Stock compensation
Return-to-provision adjustments
Research and development credit
Tax contingencies, net of reversals
Change in valuation allowance
Other
Effective income tax rate
Year ended December 31,
2022
2021
2020
21.0 %
5.1
(1.1)
0.6
0.2
3.1
(0.3)
(28.6)
—
— %
21.0 %
4.9
(5.2)
12.4
(1.7)
6.3
(0.7)
(37.2)
(0.2)
(0.4)%
21.0 %
14.2
(12.8)
68.5
(1.3)
6.2
(0.6)
(95.0)
(1.6)
(1.4)%
The income tax expense for the years ended December 31, 2022, 2021, and 2020 primarily related to state taxes and taxes in foreign jurisdictions.
The total change in valuation allowance for the year ended December 31, 2022 was $42,653, which primarily was due to the generation of net operating losses.
Tax effects of temporary differences that give rise to significant portions of deferred income tax assets and deferred income tax liabilities were as follows:
Deferred income tax assets:
Net operating loss carryforwards
Accrued expenses
Deferred revenue
Lease liabilities
Credits
Gross deferred tax assets
Less valuation allowance
Net deferred tax assets
Deferred income tax liabilities:
Unrealized gain on equity investments
Prepaid expenses
Depreciation and amortization
Net deferred income tax assets
2022
2021
2020
As of December 31,
$
67,758 $
48,873
6,532
28,952
18,456
170,571
(137,957)
32,614
(4,439)
(1,435)
(26,740)
67,985 $
10,309
10,632
18,773
14,559
122,258
(95,304)
26,954
(8,545)
(969)
(17,440)
$
— $
— $
51,498
7,918
394
2,165
8,752
70,727
(58,155)
12,572
(10,185)
(889)
(1,498)
—
As of December 31, 2022, the Company had federal and state net operating loss (“NOL”) carryforwards of $270,940 and $169,955, respectively. These
carryforwards, with the exception of federal NOLs generated post 2017, will expire between 2023 and 2042 if not used by the Company to reduce income taxes payable in
future periods. Utilization of post 2017 federal NOL carryforwards are limited to 80% of taxable income generated in a given year and carry forward indefinitely. As of
December 31, 2022, the Company had federal and state research and development tax credit carryforwards of $19,521 and $1,318, respectively. These carryforwards will
expire between 2023 and 2042 if not used by the Company to reduce income taxes payable in future periods.
F-24
Table of Contents
Pursuant to Internal Revenue Code Sections 382 and 383, the utilization of NOLs and other tax attributes may be substantially limited due to cumulative changes in
ownership greater than 50% that may have occurred or could occur during applicable testing periods. The Company has performed an analysis through December 31, 2022 and
determined that such an ownership change occurred on March 31, 2021. There was no material impact to the financial statements due to this ownership change.
The Company has not recognized a deferred tax liability for the undistributed earnings of its foreign operations as the Company considers these earnings to be
indefinitely reinvested.
The Company classifies interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statement of operations. Following is
a reconciliation of total gross unrecognized tax benefits:
Balance, January 1
Additions for tax positions taken in prior years
Reductions for tax positions taken in prior years
Additions for tax positions related to the current year
Balance, December 31
Year ended December 31,
2022
2021
2020
$
$
1,702 $
35
(24)
429
2,142 $
1,046 $
282
(20)
394
1,702 $
902
25
(16)
135
1,046
The Company does not anticipate any significant increases or decreases in its uncertain tax positions within the next 12 months.
The Company and its subsidiaries file U.S. federal income tax returns and various state, local and foreign income tax returns. As of December 31, 2022, the
Company’s statutes of limitations are open for all federal and state years tax returns filed after the years ended December 31, 2018 and 2017, respectively. Net operating loss
and credit carryforwards for all years are subject to examination and adjustments for the three years following the year in which the carryforwards are utilized. The Company
is not currently under Internal Revenue Service or state examination.
(9) Stockholders’ Equity (Deficit)
(a) Common Stock
As of December 31, 2022, the Company had authorized 500,000,000 shares of common stock with a par value of $0.01 per share. Holders of common stock are
entitled to one vote per share, to receive dividends, if and when declared by the board of directors, and upon liquidation or dissolution, to receive a portion of the assets
available for distributions to stockholders, subject to preferential amounts owed to holders of the Company’s preferred stock, if any.
Common stockholders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. The rights,
preferences and privileges of holders of the common stock are subject to and may be adversely affected by the right of the holders of shares of any series of preferred stock that
the Company may designate and issue in the future.
(b) Limited Common Stock
As of December 31, 2022, the Company had authorized 100,000,000 shares of limited common stock with a par value of $0.01 per share. Holders of limited common
stock are entitled to one vote per share, however, the holders of limited common stock shall not be entitled to vote such shares in any election of directors or on the removal of
directors. Holders of limited common stock are entitled to receive dividends, if and when declared by the board of directors, and upon liquidation or dissolution, to receive a
portion of the assets available for distributions to stockholders, subject to preferential amounts owed to holders of the Company’s preferred stock, if any. Holders of the
Company’s limited common stock have the right to convert each share of limited common stock into one share of the Company’s common stock.
Limited common stockholders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. The
rights, preferences and privileges of holders of the limited common stock are subject to and may be adversely affected by the right of the holders of shares of any series of
preferred stock that the Company may designate and issue in the future.
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Table of Contents
(c) Preferred Stock
As of December 31, 2022, the Company had authorized 10,000,000 shares of undesignated preferred stock with a par value of $0.01 per share. The Company’s board
of directors has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption
privileges, and liquidation preferences, of each series of preferred stock.
(10) Stock-Based Compensation
Stock Incentive Plans
As of December 31, 2022, the Company’s stock incentive plans included the 2010 Stock Plan (the “2010 Plan”), the 2020 Equity Incentive Plan (the “2020 Plan”), the
2021 Inducement Equity Incentive Plan, as amended (the “2021 Plan”), and the 2022 Equity Incentive Plan (the “2022 Plan”) (together, the “Plans”).
The 2022 Plan provides for the award of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units,
other stock-based awards, and cash-based awards to employees, directors, consultants or advisors. Shares of common stock subject to outstanding awards granted under the
2020 Plan and the 2010 Plan that expire, terminate, or are otherwise surrendered, cancelled, forfeited, or repurchased by the Company are available for issuance under the 2022
Plan.
The 2021 Plan provides for the award of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units,
and other stock-based awards to persons who were not previously an employee or director of the Company or who are commencing employment with the Company following
a bona fide period of non-employment, in either case, as an inducement material to such person’s entry into employment with the Company and in accordance with the
requirements of the Nasdaq Stock Market Rule 5635(c)(4). Neither consultants nor advisors are eligible to participate in the 2021 Plan.
The 2020 Plan provided for the award of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units,
and other stock-based awards to employees, directors, consultants or advisors. As of June 15, 2022, the effective date of the 2022 Plan, no further awards will be made under
the 2020 Plan. Any options or awards outstanding under the 2020 Plan remain outstanding and effective.
The 2010 Plan provided for the granting of incentive stock options and nonstatutory stock options to employees, directors, consultants or advisors. As of the effective
date of the 2020 Plan, no further awards will be made under the 2010 Plan. Any options or awards outstanding under the 2010 Plan remain outstanding and effective.
As of December 31, 2022, there were 5,470,240 shares available for grant under the Plans. The following table presents classification of stock-based compensation
expense within the consolidated statements of operations:
Cost of sales
Research and development
Sales and marketing
General and administrative
Total stock-based compensation
Restricted Stock Units
Year Ended December 31,
2022
2021
2020
$
$
5,382 $
11,816
2,818
19,614
39,630 $
3,858 $
7,440
1,281
13,911
26,490 $
1,384
3,050
516
5,595
10,545
Each restricted stock unit (“RSU”) represents the right to receive one share of the Company’s common stock upon vesting. The fair value of RSUs granted by the
Company was calculated based upon the Company’s closing stock price on the date of the grant, and the stock-based compensation expense is recognized over the vesting
period. RSUs generally vest over four years with 25% of the grants vesting at the end of the first year and the remaining vesting annually over the following three years.
F-26
Table of Contents
Restricted stock unit activity was as follows:
Beginning, January 1, 2022
Granted
Vested
Forfeited
Balance, December 31, 2022
Number of
shares
Weighted Average Grant
Date Fair Value Per Share
— $
57,600
—
(8,800)
48,800
—
26.86
—
27.76
26.69
The weighted average grant date fair value for each RSU granted during the year ended December 31, 2022 was $26.86. There was no intrinsic value of RSUs settled
during 2022.
As of December 31, 2022, there was $1,012 of unrecognized compensation cost related to RSUs granted under the Plans, which is expected to be recognized over a
weighted average period of 3.11 years. No RSUs vested during twelve months ended December 31, 2022.
Performance-Based Restricted Stock Units
In August 2022, the Company awarded performance-based restricted stock units ("PRSUs") under the 2021 Plan. Each PRSU represents a contingent right to receive
one share of common stock upon the achievement of specified performance goals. The fair value of PRSUs granted by the Company was calculated based upon the Company's
closing stock price on the date of the grant, and the stock-based compensation expense is recognized when the grant date is determined and performance conditions are
probable of achievement. At the point where performance conditions are considered probable of achievement, the Company records stock-based compensation expense with a
cumulative catch-up expense in the period first recognized and on a straight-line basis over the remaining period for which the performance criteria are expected to be
completed.
Performance based restricted stock unit activity was as follows:
Beginning, January 1, 2022
Granted
Vested
Forfeited
Balance, December 31, 2022
Number of
shares
Weighted Average Grant
Date Fair Value Per Share
— $
30,150
—
—
30,150
—
28.55
—
—
28.55
During the year ended December 31, 2022, the Company awarded 90,000 PRSUs to an employee of which 30,150 PRSUs were considered granted under ASC 718,
Compensation—Stock Compensation. The weighted average grant date fair value for each PRSU granted during the year ended December 31, 2022 was $28.55. There was no
intrinsic value of PRSUs settled during the year ended December 31, 2022. No PRSUs vested during the year ended December 31, 2022. Of the 30,150 PRSUs that were
considered granted during the year ended December 31, 2022, 18,000 of the PRSUs are scheduled to vest, if at all, upon the certification by the Company's compensation
committee of the achievement of the applicable performance conditions following the filing of the Company's Annual Report on Form 10-K for the fiscal year ending
December 31, 2023 and 12,150 PRSUs are scheduled to vest, if at all, upon the certification by the Company's compensation committee of the achievement of the applicable
performance conditions following the filing of the
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Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2024. No conditions were determined to be probable as of December 31, 2022 and no
expense was recorded during the year ended December 31, 2022.
Stock Options
Stock options must be granted at an exercise price not less than 100% of the fair market value per share at the grant date. The board of directors or compensation
committee determines the exercise price of the Company’s stock options based on the closing price of the common stock as reported on the Nasdaq Global Select Market on
the day of the grant. The maximum contractual term of options granted under the Plans is typically 10 years, options generally vest over four years with 25% of the shares
underlying the option vesting at the end of the first year and the remaining vesting monthly over the following three years.
During the years ended December 31, 2022, 2021, and 2020, 329,224, 1,120,981, and 1,398,177 options under the Plans were exercised for total proceeds of $2,110,
$7,927, and $4,183, respectively.
The fair value of each option award is determined on the date of grant using the Black Scholes Merton option-pricing model. The calculation of fair value includes
several assumptions that require management’s judgment. The expected terms of options granted to employees during the years ended December 31, 2022, 2021, and 2020
were calculated using an average of historical exercises. Estimated volatility for 2022, 2021, and 2020 incorporates a calculated volatility derived from the historical closing
prices of shares of common stock of similar entities whose share prices were publicly available for the expected term of the option. The risk-free interest rate is based on the
U.S. Treasury constant maturities in effect at the time of grant for the expected term of the option. The Company accounts for forfeitures as they occur, as such, the Company
does not estimate forfeitures at the time of grant.
Following are the weighted average valuation assumptions used for option awards during the periods presented:
Valuation assumptions
Expected dividend yield
Expected volatility
Expected term (years)
Risk-free interest rate
Stock option activity was as follows:
Beginning, January 1, 2022
Granted
Exercised
Forfeited
Expired
Balance, December 31, 2022
Exercisable, December 31, 2022
Year Ended December 31,
2022
2021
2020
— %
57 %
4.78
2.13 %
— %
59 %
4.66
0.71 %
— %
60 %
4.49
1.46 %
Weighted
average
exercise
price
Weighted
average
remaining
contractual
term (years)
Aggregate
intrinsic
value
30.19
27.48
6.41
37.06
74.68
29.56
23.39
7.60 $
6.40 $
37,823
35,563
Number of
shares
7,680,341 $
4,060,060
(329,224)
(450,653)
(26,297)
10,934,227
5,210,425
The weighted average grant date fair value per share of options granted during the years ended December 31, 2022, 2021, and 2020 was $13.67, $45.07, and $9.55,
respectively. The intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $6,548, $71,308, and $87,946, respectively.
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As of December 31, 2022, there was $86,628 of unrecognized compensation cost related to unvested stock options granted under the Plans, which is expected to be
recognized over a weighted average period of 2.54 years. The fair value of shares vested during the years ended December 31, 2022, 2021, and 2020 was $43,559, $19,080,
and $3,153, respectively.
(11) Noncontrolling Interest
The Company reviews each legal entity formed by parties related to the Company to determine whether or not the Company has a variable interest in the entity and
whether or not the entity would meet the definition of a variable interest entity (“VIE”) in accordance with ASC Topic 810, Consolidation. If the entity is a VIE, the Company
assesses whether or not the Company is the primary beneficiary of that VIE based on a number of factors, including (i) which party has the power to direct the activities that
most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to any contractual agreements and (iii) which party
has the obligation to absorb losses or the right to receive benefits from the VIE. If the Company determines it is the primary beneficiary of a VIE, the Company consolidates
the financial statements of the VIE into the Company’s consolidated financial statements at the time that determination is made. The Company evaluates whether it continues
to be the primary beneficiary of any consolidated VIEs on a quarterly basis. If the Company were to determine that it is no longer the primary beneficiary of a consolidated
VIE, or no longer has a variable interest in the VIE, it would deconsolidate the VIE in the period that the determination is made.
If the Company determines it is the primary beneficiary of a VIE that meets the definition of a business, the Company measures the assets, liabilities and
noncontrolling interests of the newly consolidated entity at fair value in accordance with Topic 805 at the date the reporting entity first becomes the primary beneficiary.
In October 2018, Faxian Therapeutics, LLC (“Faxian”) was formed in the United States. In April 2019, upon consummation of the joint venture, the Company and
WuXi AppTech ("WuXi"), each received a 50% equity interest in the entity in exchange for their contributions to the entity. The Company determined that Faxian was a VIE
and concluded that it is the primary beneficiary of the VIE. As such, the Company has consolidated Faxian's results into the consolidated financial statements, and eliminated
WuXi's ownership as a non-controlling interest.
(12) Net Loss per Share Attributable to Common and Limited Common Stockholders
The following table presents the calculation of basic and diluted net loss per share attributable to common and limited common stockholders for the years presented
(in thousands, except for share and per share data):
Numerator:
Net loss attributable to Schrödinger common and limited common stockholders
Denominator:
Weighted average shares used to compute net loss per share attributable to Schrödinger common
and limited common stockholders, basic and diluted:
Net loss per share attributable to Schrödinger common and limited common stockholders, basic
and diluted:
$
$
Year Ended December 31,
2022
2021
2020
(149,186) $
(100,393) $
(24,463)
71,173,419
70,594,950
60,024,658
(2.10) $
(1.42) $
(0.41)
Since the Company was in a loss position for all years presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential
common shares and limited common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share
calculations because they would be anti-dilutive were as follows:
Shares subject to outstanding common stock options and RSUs
Year Ended December 31,
2022
2021
2020
11,013,177
11,013,177
7,680,341
7,680,341
7,257,460
7,257,460
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(13) Equity Investments
(a) Nimbus
The Company provides collaboration services for Nimbus under the terms of a master services agreement executed on May 18, 2010, as amended. Collaboration
agreements are separate from the transaction that resulted in equity ownership and related fees are paid in cash to the Company. As Nimbus is a limited liability company and
the Company is not a passive investor due to its collaboration with Nimbus on a number of drug discovery targets, the Company's management determined that it has
significant influence over the entity and therefore accounts for the investment as an equity method investment.
The Company has concluded that the carrying value of its equity investment in Nimbus should reflect its contractual rights to substantive profits. The Company
further determined that the HLBV method for valuing contractual rights to substantive profits provides the best representation of its financial position in Nimbus.
The HLBV method is a balance sheet-oriented approach to equity method accounting. Under the HLBV method, the Company determines its share of earnings or
losses by comparing its claim on the book value at the beginning and end of each reporting period. This claim is calculated as the amount that the Company would receive (or
be obligated to pay) if the investee were to liquidate all of its assets at recorded amounts, determined as of the balance sheet date in accordance with U.S. GAAP, and distribute
the resulting cash to creditors and investors in accordance with their respective priorities.
The carrying value of the Nimbus investment was zero as of December 31, 2022 and December 31, 2021. The Company has no obligation to fund Nimbus losses in
excess of its initial investment. The Company reported losses of zero, zero, and $2,977 on the Nimbus investment during the years ended December 31, 2022, 2021, and 2020,
respectively.
(b) Morphic
The Company accounts for its investment in Morphic Holding, Inc. (“Morphic”) at fair value based on the share price of Morphic’s common stock at the measurement
date.
During the year ended December 31, 2022, the Company reported a loss of $17,226 on the Morphic investment. During the years ended December 31, 2021 and
2020, the Company reported gains of $11,548, and $13,685 on the Morphic investment, respectively. As of December 31, 2022 and December 31, 2021, the carrying value of
the Company’s investment in Morphic was $22,335 and $39,561, respectively.
(c) Ravenna
In connection with the merger of Petra Pharma Corporation ("Petra") and a third party, the Company received 2,676,191 shares of common stock of Ravenna
Pharmaceuticals, Inc. (“Ravenna”). The Company concluded that its equity investment in Ravenna should be valued as a non-marketable equity security as the Company does
not exercise significant influence over Ravenna. As of each of December 31, 2022 and December 31, 2021, the carrying value of the Company’s investment in Ravenna was
$19. The Company reported losses of zero, $75, and zero on the Ravenna investment during 2022, 2021, and 2020, respectively.
(d) Ajax
In May 2021, the Company purchased 631,377 shares of Series B preferred stock of Ajax Therapeutics, Inc. (“Ajax”) for $1,700 in cash. The Company has concluded
that its equity investment in Ajax should be valued as a non-marketable equity security as the Company does not exercise significant influence over Ajax. As of each of
December 31, 2022 and December 31, 2021, the carrying value of the Company’s investment in Ajax was $1,700.
(e) Structure Therapeutics
In July 2021, the Company purchased 494,035 shares of Series B preferred stock of Structure Therapeutics for $2,000 in cash. In April 2022, the Company purchased
an additional 148,210 shares of Series B preferred stock for $600 in cash.
As Structure Therapeutics is structured as an exempted company limited by shares, incorporated under the laws of the Cayman Islands and the Company is not a
passive investor due to its collaboration with Structure Therapeutics on a
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number of drug discovery targets, the Company’s management determined that it has significant influence over the entity and therefore accounts for the investment as an
equity method investment.
The Company has determined that the HLBV method for valuing contractual rights to substantive profits provides the best representation of its financial position in
Structure Therapeutics. The carrying value of Structure Therapeutics was $1,629 and $1,887 as of December 31, 2022 and December 31, 2021, respectively. The Company has
no obligation to fund Structure Therapeutics losses in excess of its initial investment. For the years ended December 31, 2022 and 2021, the Company recorded losses of $858
and $113, respectively, on the Structure Therapeutics investment.
(f) Eonix
On March 31, 2022, the Company received 4,000,000 membership interest units of Eonix in exchange for material science collaboration services under the terms of a
master services agreement executed on March 31, 2022. As Eonix is a limited liability company and the Company is not a passive investor due to its collaboration with Eonix
on a number of material science targets, the Company's management determined that it has significant influence over the entity and therefore accounts for the investment as an
equity method investment.
The Company has determined that the HLBV method for valuing contractual rights to substantive profits provides the best representation of its financial position in
Eonix. The carrying value of Eonix was zero as of December 31, 2022. For the year ended December 31, 2022, there was no gain or loss on the Eonix investment.
(14) Employee Benefit Plan
The Company offers a 401(k) employee savings plan to its U.S.‑based employees. The Company made discretionary matching contributions equal to 100% of the first
4% of compensation contributed by employees for the years ended December 31, 2022, 2021, and 2020. Matching contributions during 2022, 2021, and 2020 were $3,243,
$2,592, and $1,748, respectively.
(15) Related Party Transactions
(a) Board Member
For the years ended December 31, 2022, 2021, and 2020, the Company paid consulting fees of $410, $390, and $364, respectively, to a member of its board of
directors.
(b) Bill and Melinda Gates Foundation
The Bill & Melinda Gates Foundation, an entity under common control with Bill and Melinda Gates Foundation Trust, a stockholder of the Company, issued a grant
under which it agreed to pay the Company directly for certain licenses and services provided to a specified group of third-party organizations. Revenue recognized for services
provided by the Company under this grant were $387, $1,160, and $2,094 for the years ended ended December 31, 2022, 2021, and 2020, respectively. As of December 31,
2022 and 2021, the Company had net receivables of $20 and $165, respectively, due from the Bill & Melinda Gates Foundation.
For the three months and year ended December 31, 2022, the Company recognized $573 and $1,949, respectively, in drug discovery contribution revenue related to
funds received under an agreement with the Bill & Melinda Gates Foundation, aimed at accelerating drug discovery in women’s health. As of December 31, 2022, the
Company had no receivables due under this agreement from the Bill & Melinda Gates Foundation. As of December 31, 2022 and 2021, restricted cash on hand related to the
arrangement was $1,742 and $1,130, respectively.
The Company received $1,000 in contribution revenue in connection with its entry into an agreement with Gates Ventures, LLC in the second quarter of 2020, $1,000
in contribution revenue in the second quarter of 2021 on the first anniversary of its entry into the agreement, and $1,000 in contribution revenue in the second quarter of 2022
on the second anniversary of its entry into the agreement. Gates Ventures, LLC is an entity under the control of William H. Gates III, who may be deemed to be the beneficial
owner of more than 5% of the Company’s voting securities. As of December 31, 2022 and 2021, the Company had no net receivables due from Gates Ventures, LLC.
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(c) Structure Therapeutics
During the year ended December 31, 2021, the Company entered into multiple software agreements with Structure Therapeutics and its subsidiary for approximately
$650. The Company recognized revenue of approximately $297 in the aggregate related to these agreements during the year ended December 31, 2022.
(16) Segment Reporting
The Company has determined that its chief executive officer (“CEO”) is its chief operating decision maker (“CODM”). The Company’s CEO evaluates the financial
performance of the Company based on two reportable segments: Software and Drug Discovery. The Software segment is focused on licensing the Company’s software to
transform molecular discovery. The Drug Discovery segment is focused on building a portfolio of preclinical and clinical drug programs, internally and through collaborations.
The CODM reviews segment performance and allocates resources based upon segment revenue and segment gross profit of the Software and Drug Discovery
reportable segments. Segment gross profit is derived by deducting operational expenditures, with the exception of research and development, sales and marketing, and general
and administrative activities from U.S. GAAP revenue. Operational expenditures are expenditures made that are directly attributable to the reportable segment. These
expenditures are allocated to the segments based on headcount. The reportable segment expenditures include compensation, supplies, and services from contract research
organizations.
Certain cost items are not allocated to the Company’s reportable segments. These cost items primarily consist of compensation and general operational expenses
associated with the Company’s research and development, sales and marketing, and general and administrative. These costs are incurred by both segments and due to the
integrated nature of the Company’s Software and Drug Discovery segments, any allocation methodology would be arbitrary and provide no meaningful analysis.
All segment revenue is earned in the United States and there are no intersegment revenues. Additionally, the Company reports assets on a consolidated basis and does
not allocate assets to its reportable segments for purposes of assessing segment performance or allocating resources.
Presented below is financial information with respect to the Company’s reportable segments for the years presented:
Segment revenues:
Software
Drug discovery
Total segment revenues
Segment gross profit:
Software
Drug discovery
Total segment gross profit
Unallocated:
Research and development
Sales and marketing
General and administrative
Gain (loss) on equity investments
Change in fair value
Other income
Income tax (expense) benefit
Consolidated net loss
Year Ended December 31,
2022
2021
2020
$
$
$
$
135,578 $
45,377
180,955 $
106,002 $
(4,980)
101,022
(126,372)
(30,642)
(90,825)
11,825
(18,084)
3,950
(63)
(149,189) $
113,236 $
24,695
137,931 $
86,741 $
(21,121)
65,620
(90,904)
(22,150)
(64,009)
(1,781)
11,359
1,057
(411)
(101,219) $
92,530
15,565
108,095
74,527
(11,055)
63,472
(64,695)
(17,795)
(41,898)
4,108
28,263
2,253
(345)
(26,637)
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The following table sets forth revenues by geographic area for the years ended December 31, 2022, 2021, and 2020:
United States
Europe
Japan
Rest of World
(17) Subsequent Events
Year Ended December 31,
2022
2021
2020
$
$
123,555 $
33,049
10,469
13,882
180,955 $
90,398 $
27,810
8,565
11,158
137,931 $
60,737
24,370
14,558
8,430
108,095
On February 13, 2023, on account of its equity position in Nimbus, the Company reported the receipt of a $111,300 cash distribution from Nimbus following the
closing of Takeda's acquisition of Nimbus Lakshmi, Inc., a wholly-owned subsidiary of Nimbus, and its tyrosine kinase 2 inhibitor NDI-034858. The Company expects to
receive from Nimbus a second cash distribution of $36,000 in the second quarter of 2023, for a total cash distribution of $147,300. The Company will record a gain on this
transaction in the first quarter of 2023.
On February 7, 2023, Structure Therapeutics completed its initial public offering ("IPO"). The Company participated in the IPO and purchased 275,000 American
Depository Shares ("ADS") at $15 per ADS in the IPO. Each ADS represents three ordinary shares. The Company also owns 3,260,495 ordinary shares in Structure
Therapeutics.
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Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of December 31, 2022. The term
“disclosure controls and procedures,” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in
the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal
executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective
as of December 31, 2022 because of the material weakness in our internal control over financial reporting described below.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company, as such term is defined in Rule
13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer
and principal financial officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management assessed our internal control over financial reporting as of December 31, 2022, using the criteria established in Internal Control - Integrated Framework
(2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31, 2022, due to a
material weakness in our internal control over financial reporting. The material weakness related to a deficiency in the design of our control in our revenue process to
determine whether performance milestones in a newly executed drug discovery arrangement were probable of achievement and the constraint on variable consideration in the
form of milestone payments can be removed. The deficiency was a result of ineffective risk assessment as our existing controls were designed insufficiently to identify a
change in timing of performance milestones in the newly executed contract.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness described above resulted in a $1.7 million understatement of drug discovery revenue and a related understatement of contract assets that were
corrected prior to the issuance of our consolidated financial statements as of and for the year ended December 31, 2022.
Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K,
issued an adverse opinion on the effectiveness of our internal control over financial reporting. KPMG LLP’s report is included in Item 8 of this Annual Report.
Remediation Plan and Status
Our Board of Directors and management are committed to maintaining a strong internal control environment. We have developed a detailed remediation plan and are
making progress in what will be a multi-step process to fully remediate
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the material weakness described above. Specifically, as of December 31, 2022, we are in the process of implementing and expanding our controls and procedures in our
revenue process in order to timely identify changes to the timing of when a performance milestone becomes probable of achievement in drug discovery arrangements and to
ensure such determinations are made through the end of the reporting period. In addition, we will continue to assess risks on an ongoing basis to timely identify changes in our
business that may create new exposures or risk categories, and we plan to conduct a comprehensive review and, as applicable, update our existing internal control framework
to ensure that we have identified, developed, and deployed the appropriate business process controls to address the new exposures or risk categories that are identified.
The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through
testing, that these controls are operating effectively. We believe the measures described above will remediate this material weakness and strengthen our internal control over
financial reporting. As we continue to evaluate and work to remediate this material weakness, we may determine to take additional measures to address these deficiencies or
determine to modify certain of the remediation measures described above.
Changes in Internal Control Over Financial Reporting
Other than the changes related to the ongoing remediation efforts described above, there has been no change in our internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2022 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Inherent Limitations of Internal Controls
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal
control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is risk that material
misstatements will not be prevented or detected on a timely basis by internal control over financial reporting or disclosure controls and procedures. However, these inherent
limitations are known features of the disclosure and financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate,
this risk.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 is incorporated herein by reference from the information that will be contained in our proxy statement related to the 2023
Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year ended December 31,
2022 pursuant to General Instruction G(3) of Form 10-K.
We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code on our website,
www.schrodinger.com. In addition, we intend to post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or
waivers from, any provision of the code. Our website is not incorporated by reference into this Annual Report and you should not consider any information contained in or
accessible from our website to be a part of this Annual Report.
Item 11. Executive Compensation.
The information required by this Item 11 is incorporated herein by reference from the information that will be contained in our proxy statement related to the 2023
Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year ended December 31,
2022 pursuant to General Instruction G(3) of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 is incorporated herein by reference from the information that will be contained in our proxy statement related to the 2023
Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year ended December 31,
2022 pursuant to General Instruction G(3) of Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 is incorporated herein by reference from the information that will be contained in our proxy statement related to the 2023
Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year ended December 31,
2022 pursuant to General Instruction G(3) of Form 10-K.
Item 14. Principal Accountant Fees and Services.
The information required by this Item 14 is incorporated herein by reference from the information that will be contained in our proxy statement related to the 2023
Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year ended December 31,
2022 pursuant to General Instruction G(3) of Form 10-K.
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Table of Contents
Item 15. Exhibits and Financial Statement Schedules.
(1)
Financial Statements
The following documents are included on pages F-2 through F-11 attached hereto and are filed as part of this Annual Report.
PART IV
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the Years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years ended December 31, 2022, 2021, and 2020
Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 2021, and 2020
Notes to Consolidated Financial Statements
Page
F-2
F-6
F-7
F-8
F-9
F-10
F-11
(2)
Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not required, or the information required is shown in the consolidated financial
statements or the notes thereto.
(3)
Exhibits
The exhibits filed as part of this Annual Report are listed below.
Exhibit
Number
Description of Exhibit
3.1
3.2
4.1
4.2
4.3
10.1
10.2+
10.3+
10.4+
10.5+
Restated Certificate of Incorporation
Amended and Restated Bylaws
Specimen Stock Certificate evidencing the shares of common stock
Amended and Restated Share Exchange Agreement, dated January 24,
2020, by and between the Registrant and Bill & Melinda Gates
Foundation Trust
Description of Securities Registered Under Section 12 of the Exchange
Act
Amended and Restated Investors’ Rights Agreement, dated as of
November 9, 2018, by and among the Registrant and the other parties
thereto, as amended
2010 Stock Plan, as amended
Form of Notice of Stock Option Grant and Stock Option Agreement under
2010 Stock Plan
2020 Equity Incentive Plan
Form of Stock Option Agreement and Form of Restricted Stock Unit
Agreement for U.S. Participants under the 2020 Equity Incentive Plan
128
File No.
Exhibit
Filing Date
Filed Herewith
Form
8-K
8-K
S-1/A
S-1/A
001-39206
001-39206
333-235890
333-235890
10-K
001-39206
3.1
3.2
4.1
4.2
4.3
2/10/2020
2/10/2020
1/27/2020
1/27/2020
3/4/2021
S-1/A
333-235890
10.1
1/27/2020
S-1
S-1
333-235890
333-235890
S-1/A
10-K
333-235890
001-39206
10.2
10.3
10.4
10.5
1/10/2020
1/10/2020
1/27/2020
2/24/2022
Table of Contents
10.6+
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
10.14+
10.15+
10.16+
10.17+
10.18+
10.19+
10.20+
10.21+
10.22+
10.23+
10.24
10.25
10.26
10.27
Form of Stock Option Agreement for Non-U.S. Participants under the
2020 Equity Incentive Plan
Form of Restricted Stock Unit Agreement for Non-U.S. Participants
under the 2020 Equity Incentive Plan
10-Q
001-39206
10-K
001-39206
2020 Employee Stock Purchase Plan
Third Amended and Restated Director Compensation Policy
S-1/A
10-Q
10.2
10.6
10.6
10.3
10.8
10.2
11/12/2020
2/24/2022
1/27/2020
5/4/2022
1/10/2020
8/18/2022
333-235890
001-39206
333-235890
001-39206
S-1
8-K
S-1
8-K
S-1
8-K
8-K
S-1
S-1
S-1
S-1
S-1
8-K
Senior Executive Incentive Compensation Plan
Amended and Restated Executive Severance and Change in Control
Benefits Plan, as amended
Employment Agreement, dated May 11, 2010, by and between the
Registrant and Ramy Farid
Employment Agreement, dated August 16, 2022, by and between the
Registrant and Geoffrey Porges
Employment Agreement, dated November 14, 2018, by and between the
Registrant and Joel Lebowitz
Employment Agreement, dated March 17, 2003, by and between the
Registrant and Jenny Herman
Transition, Separation and Release of Claims Agreement, dated as of
February 28, 2022, by and between the Registrant and Joel Lebowitz
Consulting Agreement, dated as of February 28, 2022, by and between
the Registrant and Joel Lebowitz
Employment Agreement, dated May 14, 2018, by and between the
Registrant and Karen Akinsanya
Employment Agreement, dated April 27, 2010, by and between the
Registrant and Yvonne Tran
Employment Agreement, dated September 11, 2006, by and between the
Registrant and Patrick Lorton
Employment Agreement, dated March 9, 2009, by and between the
Registrant and Robert Abel
Consultant Agreement, dated July 1, 1999, between the Registrant and
Richard A. Friesner, as amended
Form of Indemnification Agreement between the Registrant and each of
its Executive Officers and Directors
Office Lease Agreement, dated April 5, 2021, by and between the
Registrant and SPUSV5 1540 Broadway, LLC
First Amendment to Lease, dated May 19, 2022, by and between the
Registrant and SPUSV5 1540 Broadway, LLC
Lease, dated August 6, 2008, between One Main Place Portland –
Oregon, Inc., Landlord, and Registrant, Tenant, as amended
Office Lease Amendment, dated May 6, 2021, by and between
Registrant and MADISON-OFC ONE MAIN PLACE OR LLC
129
X
333-235890
10.10
1/10/2020
001-39206
10.1
8/18/2022
333-235890
10.11
1/10/2020
001-39206
001-39206
10.1
10.2
3/2/2022
3/2/2022
333-235890
10.14
1/10/2020
333-235890
10.16
1/10/2020
333-235890
10.17
1/10/2020
333-235890
10.19
1/10/2020
10-Q
001-39206
10.1
11/3/2022
333-235890
10.21
1/10/2020
001-39206
10-Q
001-39206
10.1
10.1
4/8/2021
8/4/2022
S-1
333-235890
10.23
1/10/2020
10-Q
001-39206
10.2
8/12/2021
Table of Contents
10.28†
10.29†
10.30†
10.31†
10.32†
10.33†
10.34†
10.35†
10.36†
10.37+
10.38†
10.39†
10.40†
10.41+
10.42+
10.43+
10.44+
10.45+
Agreement, dated as of May 5, 1994, between The Trustees of Columbia
University in the City of New York and Registrant, as amended
Agreement, dated as of July 15, 1998, between The Trustees of Columbia
University in the City of New York and Registrant, as amended
Agreement, dated as of September 2001, between The Trustees of
Columbia University in the City of New York and Schrödinger, LLC, as
amended
Agreement, dated as of June 19, 2003, between The Trustees of Columbia
University in the City of New York and Schrödinger, LLC
Software and Patent License Agreement, dated May 27, 2008, between
The Trustees of Columbia University in the City of New York and
Schrödinger, LLC
Services Royalty Amendment, dated November 1, 2008, by and between
The Trustees of Columbia University in the City of New York and
Schrödinger, LLC
Services Agreement, dated June 25, 2013, between D.E. Shaw India
Software Private Limited and Schrödinger, LLC, as amended
License and Software Development Agreement, dated March 14, 2013, by
and between D. E. Shaw Research LLC and Schrödinger, LLC
Amended and Restated License and Software Development Agreement,
dated May 20, 2014, by and between D. E. Shaw Research, LLC and
Schrödinger, LLC
Global Bonus Plan
Independent Contractor Agreement, dated June 23, 2020, by and between
the Registrant and Gates Ventures, LLC
Collaboration and License Agreement, dated November 22, 2020, by and
between the Registrant and Bristol-Myers Squibb Company
First Amendment to Collaboration and License Agreement, dated
December 21, 2022, by and between the Registrant and Bristol-Myers
Squibb Company
2021 Inducement Equity Incentive Plan, as amended
Nonstatutory Stock Option Agreement under 2021 Inducement Equity
Incentive Plan
Form of Option Agreement for Non-U.S. Participants under the 2021
Inducement Equity Incentive Plan
Restricted Stock Unit Agreement for U.S. Participants under 2021
Inducement Equity Incentive Plan
Restricted Stock Unit Agreement for Non-U.S. Participants under 2021
Inducement Equity Incentive Plan
S-1
S-1
S-1
S-1
S-1
333-235890
10.24
1/10/2020
333-235890
10.25
1/10/2020
333-235890
10.26
1/10/2020
333-235890
10.27
1/10/2020
333-235890
10.28
1/10/2020
S-1
333-235890
10.29
1/10/2020
S-1
S-1
S-1
333-235890
10.30
1/10/2020
333-235890
10.31
1/10/2020
333-235890
10.32
1/10/2020
S-1/A
10-Q
333-235890
001-39206
10.33
10.2
1/27/2020
8/10/2020
10-K
001-39206
10.37
3/4/2021
10-Q
10-K
001-39206
001-39206
10.4
10.39
11/3/2022
3/4/2021
10-Q
001-39206
10.3
8/4/2022
10-K
001-39206
10.40
3/4/2021
10-K
001-39206
10.41
3/4/2021
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10.46+
10.47+
10.48+
10.49+
10.50+
21.1
23.1
31.1
31.2
32.1#
32.2#
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
Schrödinger, Inc. 2022 Equity Incentive Plan
Form of Option Agreement for U.S. Participants under the 2022 Equity
Incentive Plan
Form of Option Agreement for Non-U.S. Participants under the 2022
Equity Incentive Plan
Form of Restricted Stock Unit Agreement for U.S. Participants under the
2022 Equity Incentive Plan
8-K
10-Q
001-39206
001-39206
10-Q
001-39206
10-Q
001-39206
Form of Restricted Stock Unit Agreement for Non-U.S. Participants under
the 2022 Equity Incentive Plan
10-Q
001-39206
99.1
10.4
10.5
10.6
10.7
6/16/2022
8/4/2022
8/4/2022
8/4/2022
8/4/2022
Subsidiaries of the Registrant
Consent of KPMG LLP, independent registered public accounting firm
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a)
and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Inline XBRL Instance Document – the instance document does not appear
in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document.
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Inline XBRL Taxonomy Extension Label Linkbase Document.
131
X
X
X
X
X
X
X
X
X
X
X
Table of Contents
101.PRE
104
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover page formatted as Inline XBRL and contained in Exhibit 101.
X
X
†
#
+
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report, are deemed furnished and not filed with the Securities and
Exchange Commission and are not to be incorporated by reference into any filing of Schrödinger, Inc. under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation
language contained in such filing.
Management contract or compensatory plan or arrangement filed in response to Item 15(a)(3) of the Instructions to the Annual Report on Form 10-K.
Item 16. Form 10-K Summary
None.
132
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 28, 2023
By:
/s/ Ramy Farid
SCHRÖDINGER, INC.
Ramy Farid, Ph.D.
President and Chief Executive Officer
133
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Name
/s/ Ramy Farid
Ramy Farid, Ph.D.
/s/ Geoffrey Porges, MBBS
Geoffrey Porges
/s/ Jenny Herman
Jenny Herman
/s/ Michael Lynton
Michael Lynton
/s/ Jeffrey Chodakewitz
Jeffrey Chodakewitz, M.D.
/s/ Richard Friesner
Richard Friesner, Ph.D.
/s/ Gary Ginsberg
Gary Ginsberg
/s/ Rosana Kapeller-Libermann
Rosana Kapeller-Libermann, M.D., Ph.D.
/s/ Arun Oberoi
Arun Oberoi
/s/ Gary Sender
Gary Sender
/s/ Nancy Thornberry
Nancy Thornberry
Title
Date
President and Chief Executive Officer, Director
February 28, 2023
(Principal Executive Officer)
Executive Vice President and Chief Financial Officer
February 28, 2023
(Principal Financial Officer)
Senior Vice President, Finance and Corporate Controller
February 28, 2023
(Principal Accounting Officer)
Chairman of the Board
February 28, 2023
Director
Director
Director
Director
Director
Director
Director
134
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
Exhibit 10.15
Schrödinger, Inc.
Employment Agreement
This Employment Agreement ("Agreement") is dated March 17, 2003 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 Jenny Herman
("Employee").
WHEREAS, the Company is currently in the business of (i) designing, developing, distributing, selling, licensing, leasing and
servicing computer software programs for use principally in the fields of quantum chemistry, computational chemistry, molecular
mechanics/dynamics, protein structure prediction, computational ligand docking, and other science and technology fields, and (ii) providing
services and performing research involving the use of such software in connection with various biological, chemical, and materials science
applications, and may engage in other activities in the future (such current and future activities collectively, the "Company's Business");
WHEREAS, Employee is engaged by the Company to perform certain services for Company and/or one or more subsidiaries of
and/or other Affiliates (as hereinafter defined) of the Company (collectively, the Company, its subsidiaries, and its other Affiliates shall be
referred to as the "Schrödinger Companies");
WHEREAS, in connection with such duties, Employee may have access to certain confidential information and trade secrets of
one or more Schrödinger Companies and/or, as the case may be, the D. E. Shaw Group (as hereinafter defined), and may in the course of
Employee's employment with the Company discover or conceive one or more inventions; and
matter hereto.
WHEREAS, the Company and Employee desire to define the rights and obligations between them with respect to the subject
NOW THEREFORE, in consideration of the promises and covenants set forth below, the parties agree as follows:
1. Employment. Employment commenced on May 1, 2002 ("Employment Commencement Date") and may be terminated by either party at
any time, for any reason, upon 30 days' notice (the "Notice Period"), which notice may be given either verbally or in writing.
Notwithstanding the foregoing, the Company may elect to terminate employment immediately upon notice, except that in this event, the
compensation and benefits set forth in Section 2 shall be continued for the duration of the Notice Period, provided that the foregoing shall
not modify the terms and conditions of any Company stock option plan. The Employee acknowledges and agrees that the Employee is an
employee at will, and that just as the Employee is free to resign at any time, the Company has the right to terminate the employment
relationship at any time for any lawful reason. The Employee acknowledges and agrees that no representative of the Company may
verbally change the at will employment relationship between the Employee and the Company. References to time periods in this
Agreement shall not be construed or interpreted as promising or guaranteeing employment for any specific duration or until any specific
date.
2. Compensation.
a. Base Salary During the Compensation Period. As compensation for the Employee's services during the period beginning March 1, 2003 and
ending on March 1, 2004 (the "Compensation Period"), the Company shall pay the Employee a base salary computed at an annual rate of
$48,000 per year, prorated to correspond to that portion of the Compensation Period during which the Employee is actually employed with the
Company, such base salary to be paid monthly. If Employee is a commission-eligible member of the sales team, Employee shall be eligible to
receive commissions under the Company's standard sales commission plan, which may be modified by the Company at any time in the
Company's sole discretion.
b. Base Salary After the Compensation Period. As of the end of the Compensation Period, the Employee's base salary may be increased or
decreased, or the manner in which the Employee is compensated may be changed, in the sole discretion of the Company. Any such change
in compensation shall be deemed to modify only this Section 2 of this Agreement, and all other provisions of this Agreement shall remain
in effect following such change in compensation. In the absence of any such change, the Employee's base salary shall remain the same as
it was during the Compensation Period.
c. Standard Company Benefits. In addition to the compensation outlined elsewhere in this Section 2, the Company shall provide to the
Employee all of the benefits included in the Company's standard benefit package, which currently include medical (hospitalization and
major medical), dental, disability, life, and accidental death and dismemberment insurance. Most of the cost of such benefits shall be borne
by the Company. However, in the case of coverage for the Employee himself or for one or more of Employee's beneficiaries, the
Employee makes a pre-tax contribution to the cost of the medical and dental insurance. Individual and dependent medical and dental
insurance contribution amounts are determined on a set scale, based on the actual cost of the insurance. For additional levels of life
insurance beyond the Company's basic benefit, the required contribution will be borne by the Employee by means of a voluntary salary
reduction in the amount of the contribution implemented by Company at the request of the Employee.
The standard benefit package also currently includes a flexible spending account plan, a transit reimbursement plan, and a 401(k) retirement
plan, available to all qualified full- time employees. Enrollment in the 401(k) retirement plan will be allowed for all employees who work
25 or more hours per week at any time. Company does not contribute to the flexible spending account plan, the transit reimbursement
plan, or the 401(k) retirement plan, but the Employee may contribute pre-tax dollars. The Employee agrees that the composition,
providers, and all other aspects of Company's standard benefit package may be changed from time to time in the sole discretion of the
Company.
d. Stock Option Plan. The Employee may be eligible to receive stock options under the Company's standard stock option plan, which may be
modified by the Company at any time, in the sole discretion of the Company.
e. Exclusive Compensation. The compensation and benefits described in this Section 2 shall be the exclusive compensation due to the
Employee from the Company or any of its Affiliates during or on account of the services of the Employee. If directed by the Company, the
Employee shall provide the services described in this Agreement to one or more Affiliates of the Company without additional
compensation.
3. Duties. The Employee will devote Employee's full time, skill, efforts, and attention to the Company's Business, and shall perform such
duties at such locations and on behalf of such Schrödinger Companies as may be assigned by the officers or directors of the Company
from time to time. The Employee agrees to abide by all applicable laws and regulations in connection with the Employee's employment.
4. Confidentiality.
4.1 Definition. For the purposes of this agreement, "Confidential Information" shall mean any information, including but not limited to:
a. any inventions, trade secrets, discoveries, know-how, research, improvements, concepts, ideas, and principles whether or not patentable or
copyrightable (including without limitation processes, methods, formulas, techniques, devices, designs, software, computer processing
systems and techniques, algorithms, flow charts, specifications, computer graphics, data, apparatus, products, and molecular structures),
relating to past, present, or contemplated future activities of one or more Schrödinger Companies;
b. price lists, customer lists, supplier lists, business plans, marketing plans, financial and payroll information, as well as any information
contained in documents marked "Confidential," which relates to the business of one or more Schrödinger Companies and which Employee
may prepare, use, or have access to during the term of the employment;
c.
d.
the fact that one or more Schrödinger Companies uses, has used, or has evaluated for potential use any inventions, discoveries, know-how,
research, improvements, concepts, ideas, or principles whether or not patentable or copyrightable (including without limitation processes,
methods, formulas, techniques, devices, designs, software, computer processing systems and techniques, algorithms, flow charts,
specifications, computer graphics, data, apparatus, products, and molecular structures), whether developed by such Schrödinger
Companies or by any other party;
the results of any marketing, advertising, joint venture, business, financial, or other analysis conducted by (or on behalf of) one or more
Schrödinger Companies for the internal use of one or more Schrödinger Companies or for other non-public use (and not approved by
Company for general dissemination to the public);
e. any information that would typically be included in Company's income statements, including but not limited to the amount of Company's
revenues, expenses, or net income;
f.
any plans for the business of one or more Schrödinger Companies (whether or not such plans have been reduced to writing), financial
information concerning such plans (including without limitation projected revenues, projected expenses, and projected net income),
descriptions of such business and technical aspects of or relating to the operation of such business, and products and services that one or
more Schrödinger Companies is considering exploring, developing, and/or researching;
g. any other information gained in the course of the Employee's employment with the Company that could reasonably be expected to prove
deleterious to any Schrödinger Company or to any entity within the D. E. Shaw Group if disclosed to third parties,
including without limitation any information that could reasonably be expected to aid a competitor of any Schrödinger Company or the D.
E. Shaw Group in making inferences regarding the nature of the Schrödinger Companies' or D. E. Shaw Group's activities, where such
inferences could reasonably be expected to adversely affect the competitive position of any Schrödinger Company or the D. E. Shaw
Group relative to that of such a competitor;
h. any other information gained in the course of or incident to the Employee's employment that a Schrödinger Company has received from a
third party and is required to hold confidential; and
i.
any other information gained in the course of or incident to the Employee's employment that one or more Schrödinger Companies or the
D. E. Shaw Group treats or designates as Confidential Information and that is not publicly available.
"Confidential Information" shall not include information which Employee can show (x) is or becomes part of the public domain through no
fault of Employee; (y) is already known to Employee and has been identified in writing prior to the date of this Agreement; or (z) is
subsequently received by Employee from a third party who has no obligation of confidentiality to one or more Schrödinger Companies or
the D. E. Shaw Group.
4.2 Acknowledgment of Proprietary Interest. Employee acknowledges that the Confidential Information described above is proprietary to one
or more Schrödinger Companies or, as the case may be, the D. E. Shaw Group and contains valuable trade secrets of one or more
Schrödinger Companies or, as the case may be, the D. E. Shaw Group.
4.3 Covenant Not to Disclose Confidential Information. During the term of Employee's employment and at any time thereafter, Employee
agrees not to disclose or use, directly or indirectly, except in pursuit of the Employee's duties to one or more Schrödinger Companies, any
Confidential Information, unless Employee shall first secure written consent of the Company to such disclosure or use, or unless
Employee is compelled to do so by court order or applicable law and Employee provides prior written notice of such disclosure to the
Company. Without limiting the foregoing, Employee agrees not to publish, or cause or authorize to be published, any document containing
Confidential Information or related to the Company's Business, without the Company's prior written approval (which may be granted or
withheld in Company's sole discretion).
4.4 Acknowledgment of Reasonableness. The Company and Employee hereby acknowledge that (a) the Company's market for its products is
unlimited geographically and the foregoing non-disclosure requirements shall apply to Employee on a worldwide basis, and (b) the
geographical and durational limitations imposed with respect to the Confidential Information are fair and reasonable, and are reasonably
necessary to protect the Confidential Information of the Company. In the event that any provision relating to the geographical, durational,
or other restrictions on Employee are declared by a court of competent jurisdiction to exceed the maximum time period, area, or other
measure such court deems reasonable and enforceable, said time period, area, or other measure shall be deemed to become and thereafter
be the maximum amount which such court deems reasonable and enforceable.
4.5 Return of Materials at Termination. In the event of any termination of his employment, whether with or without cause and regardless of
the reason for such termination,
Employee will promptly return to the Company all written materials, computer software programs, or other materials containing
Confidential Information and all other materials or documents, including without limitation mailing lists, rolodexes, computer print-outs,
and computer disks and tapes, belonging to one or more Schrödinger Companies which contain information pertaining to the Company's
Business, methods, clients, potential clients, customers, potential customers, funding providers, potential funding providers, or employees,
unless the Company consents in writing to the Employee's retention thereof.
4.6 Remedies upon Breach. Employee recognizes that the disclosure or use of any Confidential Information would cause the Company
irreparable injury, which may not be adequately compensated by damages. Accordingly, in the event Employee breaches or threatens to
breach any provision of this Agreement, the Company or, as the case may be, the D. E. Shaw Group, shall be entitled to an injunction
restraining Employee from disclosing or using, in whole or in part, any Confidential Information, or from rendering any services to any
person, firm, corporation, or other entity to whom such Confidential Information, in whole or in part, has been, is threatened to be, or
would necessarily be disclosed or used by Employee. Nothing herein shall be construed as prohibiting the Company or, as the case may
be, the D. E. Shaw Group, from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of
damages from Employee or any third party. The right of the Company and/or the D. E. Shaw Group to seek equitable relief under this
Agreement shall be in addition to (and not in derogation of) the requirement imposed on each party hereto to arbitrate disputes as provided
in Section 7.1 below.
4.7 Ownership of Confidential Information. All Confidential Information and all right, title and interest in and to patents, patent rights,
copyright rights, mask work rights, trade secret rights, and all other intellectual property and proprietary rights anywhere in the world
(collectively, "Rights") in connection therewith shall be the sole property of the relevant Schrödinger Company, which, if other than
Schrödinger, Inc., shall be a third-party beneficiary of this Agreement. Employee hereby assigns to the Company any Rights Employee
may have or acquire in such Confidential Information.
4.8 Confidential Information of Others. The Employee agrees not to disclose to any Schrödinger Company any confidential or proprietary
information belonging to any of the Employee's previous employers, or belonging to any other party, without first securing the written
permission of such previous employers or other parties. In addition, Employee agrees that Employee will not bring with Employee any
confidential or proprietary information belonging to any of Employee's previous employers or to any other person, that Employee will
refrain from using while employed by the Company any such confidential or proprietary information, and that Employee will comply with
the non-disclosure, non-compete, and other provisions of Employee's agreements with Employee's prior employers and with other
persons. The Employee agrees to indemnify each Schrödinger Company for any expense, claim, or damages (including without limitation
attorneys' fees, costs of investigation, and costs of collection) suffered by such entity relating to a breach of the terms of this paragraph by
the Employee.
5.
Inventions.
5.1 Proprietary Rights; Assignment. All right, title and interest, and all proprietary claims to all data and other information, patentable
inventions, non-patentable processes or know-how, designs, and/or ideas for formulae, including but not limited to methodology,
computer programs, systems, materials and manuals conceived, developed, made or produced by Employee (alone or in conjunction with
others) (a) in the course of Employee's employment with the Company, or (b) with the time, private or proprietary information, or
facilities of one or more Schrödinger Companies (collectively, the materials described in Subsections 5.l(a) and 5.l(b) heretofore shall be
referred to as the "Developments"), including without limitation all rights under applicable copyright, patent or trade secret laws, shall
reside with Company (or such Schrödinger Company designated by Company) and, where applicable, shall be considered "works made
for hire"; provided, however, that such ownership may be subject to the rights, if any, of the United States government and agencies
thereof arising from Federal grants to the Company. Employee hereby assigns to the Company (or such Schrödinger Company designated
by the Company) all right, title, and interest Employee has or may have in the Developments. Employee agrees that neither Employee nor
Employee's successors or assigns shall have any rights in the Developments.
5.2 Disclosure: Attorney-in-Fact. Employee shall disclose promptly to the Company all Developments during the term of Employee's
employment with the Company. Any information required to be disclosed under this Section 5.2 that has not yet been disclosed by the
Employee to the Company at the time of the termination of the Employee's employment with the Company, without regard to when or for
what reason, if any, such employment shall terminate, shall be disclosed to the Company in writing, or in such form and manner as the
Company may reasonably require, within 10 days of the termination of the Employee's employment with the Company. Employee hereby
irrevocably appoints the Company (or such Schrödinger Company designated by the Company), and the Company's duly authorized
officers and agents, as Employee's agent and attorney-in-fact to act for and on behalf of Employee in filing all patent applications,
applications for copyright protection and registration amendments, renewals, and all other appropriate documents in any way related to the
Developments. Employee agrees to
assist the Company (or such Schrödinger Company designated by the Company) in any way such Schrödinger Company deems necessary
or appropriate (at such Schrödinger Company's expense) from time to time to apply for, obtain and enforce patents on, and to apply for,
obtain, and enforce copyright protection and registration of, the Developments in any and all countries. To that end, Employee shall (at the
request of one or more Schrödinger Companies), without limitation, testify in any suit or other proceeding involving any of the
Developments, execute all documents which the relevant Schrödinger Company reasonably determines to be necessary or convenient for
use in applying for and obtaining patents or copyright protection and registration thereon and enforcing the same, and execute all
necessary assignments thereof to the Company (or such Schrödinger Company designated by the Company).
5.3 California Labor Code Section 2870(a). For the avoidance of doubt, Developments do not include any invention covered by California
Labor Code Section 2870(a). Section 2870(a) provides:
ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN, OR
OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR HER EMPLOYER SHALL NOT
APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER OWN TIME WITHOUT
USING THE EMPLOYER'S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR
THOSE INVENTIONS THAT EITHER:
1. RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION TO THE
EMPLOYER'S BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE
EMPLOYER;OR
2. RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.
6. Non-Competition; Non-Solicitation.
6.1 Covenant not to Compete During Term of Employment. During the term of his employment with the Company, the Employee will not,
directly or indirectly, without the written consent of the Company, and whether or not for compensation, either for his own account or as
an employee, officer, agent, consultant, director, owner, partner, joint venturer, shareholder, investor, or in any other capacity (except in
the capacity of an employee or officer of the Company acting for the benefit of the Schrödinger Companies), knowingly engage in any
activity or business which is the same nature as, or substantively similar to, the Company's Business or an activity or business which one
or more Schrödinger Company is developing and of which the Employee has knowledge.
6.2 Non-Solicitation of Customers. Vendors or Business Partners. During the term of Employee's employment and for a period of one (1) year
thereafter, Employee shall not, directly or indirectly, solicit or encourage any customer, prospective customer, vendor, strategic partner or
business associate of a Schrödinger Company to cease doing business with a Schrödinger Company, reduce its relationship with a
Schrödinger Company, or refrain from establishing or expanding a relationship with a Schrödinger Company. For the purposes of this
section, "prospective customer" shall mean any individual, business, firm or organization whom Employee or a Schrödinger Company has
contacted during the term of the Employee's employment or who has been made known to Employee by a Schrödinger Company for the
purpose of soliciting business.
6.3 Non-Solicitation of Employees. During the term of Employee's employment and for a period one (1) year thereafter, Employee shall not
directly or indirectly, without the prior written consent of the Company, (a) solicit or induce any employee of a Schrödinger Company or
the D. E. Shaw Group (or any consultant, sales agent, contract researcher, contract programmer, or other independent agent who is
retained by a Schrödinger Company or the D. E. Shaw Group) to cease his employment or retention by a Schrödinger Company or the D.
E. Shaw Group, or (b) hire, retain, employ, or engage for any purpose any employee of a Schrödinger Company or the D. E. Shaw Group.
6.4 Conflicts of Interest. During the term of Employee's employment, Employee shall not engage in any activity or business which impairs or
hinders the Employee's job duties and responsibilities for Company. Employee shall report to the Company any possible conflicts of
interest on the basis of existing or planned activities of the Employee or members of Employee's immediate family. A conflict of interest
shall be deemed to arise when the Employee or a member of Employee's immediate family: (a) accepts any interest, services, products,
commissions, share in profits or other payments, gifts or remuneration from any organization which transacts or is seeking to transact
business with one or more Schrödinger Companies or which competes with the Company's Business, or (b) serves as director, partner,
employee or consultant, or becomes a
shareholder of any organization doing business with or seeking to do business with or competitive with one or more Schrödinger
Companies.
7. General Provisions.
7.1 Mandatory Arbitration. The Employee and the Company agree that any claim, controversy, or dispute between the Employee and the
Company (including without limitation Company's Affiliates, officers, employees, representatives, or agents) arising out of or relating to
this Agreement, the employment of the Employee, the cessation of employment of the Employee, or any matter relating to the foregoing
shall be submitted to and settled by arbitration before a single arbitrator in the forum of the American Arbitration Association ("AAA")
located in New York County in the State of New York and conducted in accordance with the National Rules for the Resolution of
Employment Disputes. In such arbitration, (a) the arbitrator shall agree to treat as confidential evidence and other information presented
by the parties to the same extent as Confidential Information under this Agreement must be held confidential by the Employee, (b) the
arbitrator shall have no authority to amend or modify any of the terms of this Agreement, and (c) the arbitrator shall have ten business
days from the closing statements or submission of post-hearing briefs by the parties to render his decision. Any arbitration award
(regardless of the forum) shall be final and binding upon the parties, and any court, state or federal, having jurisdiction may enter a
judgment on the award. The foregoing requirement to arbitrate claims, controversies, and disputes applies to all claims or demands by the
Employee, including without limitation any rights or claims the Employee may have under the Age Discrimination in Employment Act of
1967 (which prohibits age discrimination in employment), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in
employment based on race, color, national origin, religion, sex, or pregnancy), the Equal Pay Act (which prohibits paying men and women
unequal pay for equal work) or any other federal, state, or local laws or regulations pertaining to the Employee's employment or the
termination of the Employee's employment. All costs of said arbitration, including the arbitrator's fees, if any, shall be borne equally by
the parties, unless the arbitration decision and award provides otherwise. All legal fees incurred by each party in connection with said
arbitration shall be borne by the party who incurs them, unless applicable statutory authority exists providing for the award of attorneys'
fees to a prevailing party and the arbitration decision and award provides for the award of such fees.
7.2 Choice of Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts-of-law principles. Each party submits to the jurisdiction of the courts, state and federal, and arbitration forum
(set forth in Section 7.1) located in the State of New York.
7.3 No Coercion or Duress. The Employee enters into this Agreement with full understanding of the nature and extent of the restrictive
covenants contained herein and acknowledges that because of the nature of the Company's business, this Agreement would not be entered
into without the restrictive covenants contained herein. The Employee acknowledges and agrees that the Employee is entering into this
Agreement voluntarily and of his own free will in order to obtain the benefits of employment, continued employment, and additional
compensation by the Company. The Employee acknowledges and agrees that he has not been coerced or suffered any duress in order to
induce him to enter into this Agreement.
7.4 Relationship of the Parties. The relationship between the Company and the Employee hereunder is agreed to be solely that of employee
and employer. Nothing contained herein and no modification of responsibility or compensation made hereafter shall be construed so as to
constitute the parties as partners or joint venturers.
7.5 Entire Agreement. This Agreement shall constitute the entire agreement between the Company and Employee relating to the subject
matter hereof, and supersedes all prior representations, promises or agreements, either oral or written, with regard to the subject matter
hereof. No modification or amendments of this Agreement shall be of any effect unless signed in writing by the President of the Company
(or such other officer of the Company authorized by the President or Board of Directors of the Company) and Employee. The failure of
the Company to terminate this Agreement for any breaches by Employee shall not affect the Company's right to terminate this Agreement
for subsequent breaches of the same or other provisions thereof.
7.6 Severability; No Waiver. The holding of any provision of this Agreement to be illegal, invalid, or unenforceable by a court of competent
jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. The failure of the Company
to enforce any of the provisions of this Agreement for any period of time shall not be construed as a waiver of such provisions or of the
right of the Company to enforce each and every provision in the future.
7.7 Amendments. No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both of the
parties hereto.
7.8 Successors and Assigns; Assignment. Except as otherwise provided in this paragraph, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, representatives, successors, and assigns. Neither this Agreement nor any right or
interest hereunder shall be assignable by the Employee, Employee's beneficiaries, or Employee's legal representatives without Company's
prior written consent; provided, however, that nothing in this paragraph shall preclude the Employee from designating a beneficiary to
receive any benefit payable hereunder upon his death, or the executors, administrators, or other legal representatives of the Employee or
his estate from assigning any rights hereunder to the person or persons entitled thereunto. This Agreement shall be assignable by
Company to (a) another Schrödinger Company, (b) any corporation, partnership, or other entity that may be organized by Company as a
separate business unit in connection with the business activities of Company, or (c) any corporation, partnership, or other entity resulting
from the reorganization, merger, or consolidation of Company with any other corporation, partnership, or other entity, or any corporation,
partnership, or other entity to or with which all or any portion of Company's business or assets may be sold, exchanged, or transferred.
7.9 No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of
no effect.
7.10 Headings. The section headings appearing in this Agreement are used for convenience of reference only and shall not be considered a
part of this Agreement or in any way modify, amend, or affect the meaning of any of its provisions.
7.11 Construction. Whenever the context so requires, the use of the masculine gender shall be deemed to include the feminine and vice versa,
and the use of the singular shall be deemed to include the plural and vice versa. That this Agreement was drafted by the Company shall
not be taken into account in interpreting or construing any provision of this Agreement.
7.12 Certain Definitions.
a. For purposes of this Agreement, the term "Affiliate" shall mean any entity in which a party holds a 50% or greater equity interest or any
entity controlling, controlled by or under common control with such party, directly or indirectly by or through one or more intermediaries.
b. For purposes of this Agreement, the term "D. E. Shaw Group" shall include, individually and/or collectively: (i) D. E. Shaw & Co., L.P.,
D. E. Shaw & Co., Inc., and D. E. Shaw & Co. II, Inc., and D. E. Shaw Development, L.L.C., or any Affiliate of any of the foregoing; (ii)
any partnership, other entity or account that D. E. Shaw & Co., L.P., D. E. Shaw & Co., Inc., D. E. Shaw & Co. II, Inc., or D. E. Shaw
Development, L.L.C. owns, in whole or in part, or for which they act, directly or indirectly, as general partner, investment manager, or
management company, along with their respective subsidiaries; and (iii) any predecessor or successor entity to any partnership, entity, or
account described in Subsection 7.12(b)(ii) above. The D. E. Shaw Group is a third-party beneficiary of this Agreement.
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed on its behalf as of the Effective
Date.
Employee
By:
/s/ Jenny Herman
Jenny Herman
Schrödinger, Inc.
/s/ Jennifer Mayer
Jennifer Mayer
Vice President, Strategic Growth
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.
Exhibit 10.40
Execution Version
FIRST AMENDMENT TO
COLLABORATION AND LICENSE AGREEMENT
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”.
RECITALS
WHEREAS, the Parties entered into that certain Collaboration and License Agreement, dated as of November 22, 2020, pursuant to which the Parties
collaborate in the performance a Research Program for the purpose of discovery and preclinical development of Licensed Collaboration Compounds for the
Designated Targets suitable for development for human therapeutic uses, with the objective of identifying one or more Licensed Collaboration Compounds or
Licensed Collaboration Products for the Designated Targets for BMS to advance into human clinical trials (the “Agreement”); and
WHEREAS, the Parties wish to amend the Agreement to confirm the termination of the Initial Collaboration Target [***] and add a new Target as a
Designated Target, along with adding certain economic terms associated with such new Designated Target, as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants and conditions contained in this First
Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
DEFINITIONS
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement.
2.
CONFIRMATION OF TERMINATED TARGET
Pursuant to that certain notice from BMS to Schrödinger, dated as of September 28, 2022, BMS exercised its right under Section 13.2(a) of the Agreement to
terminate the Initial Collaboration Target [***]. Pursuant to the terms of such notice, the Parties hereby acknowledge and agree that, effective as of September
28, 2022, the Initial Collaboration Target [***] is a Terminated Target under the Agreement. As such, all provisions in the Agreement that are specific to the
Initial Collaboration Target [***] are of no further force and effect. For the avoidance of doubt, the Parties acknowledge and agree that the First Amendment
Designated Target (as defined below) is not intended to be a Substitute Target for the Initial Collaboration Target [***].
3.
ADDITION OF TARGET
3.1.
General. Subject to the terms of this First Amendment, the Parties desire to add the Target set forth on Attachment A as a Designated Target,
Initial Collaboration Target and Neurology Target under the Agreement (such Target, the “First Amendment Designated Target”). As of the First
Amendment Effective Date, Schrödinger has completed enablement activities with respect to the First
Execution Version
Amendment Designated Target and has identified [***] with respect to potential Target Compounds for the First Amendment Designated Target.
3.2.
Research Plan. With respect to the First Amendment Designated Target, following the First Amendment Effective Date, Schrödinger shall
prepare in consultation with BMS, for review, revision and approval by the JSC, an initial draft of a Research Plan (including the Primary Activity, LO Criteria,
LO Timeline and DC Criteria) for such First Amendment Designated Target. Such Research Plan is expected to be similar in scope and effort as specified for
each of the Initial Collaboration Targets under the initial Research Plans. Each Party shall ensure that the JSC meets as promptly as reasonably practicable (and
no later than within [***]) after the First Amendment Effective Date in order to develop, discuss and approve the Research Plan with respect to the First
Amendment Designated Target. From and after the date on which the initial Research Plan for the First Amendment Designated Target is approved by the JSC
hereunder, the First Amendment Designated Target shall become a “Designated Target” under the Agreement. The JSC shall record the date of approval of the
Research Plan for the First Amendment Designated Target in minutes of the JSC (such date, the “First Amendment Designated Target Effective Date”).
3.3.
Consideration. BMS shall pay Schrödinger a signing payment of [***] Dollars ($[***]) within [***] after the First Amendment Effective
Date (the “First Amendment Designated Target Upfront Payment”). The First Amendment Designated Target Upfront Payment shall be noncreditable,
nonrefundable and not subject to set off. As partial consideration for the First Amendment Designated Target Upfront Payment, through a separate written
agreement [***] executed by the Parties simultaneously with execution of this First Amendment, [***].
4.
AMENDMENTS
Effective as of the First Amendment Designated Target Effective Date, the following amendments shall be made to the Agreement:
4.1.
Collaboration Target. Section 1.27 of the Agreement is hereby deleted in its entirety and replaced with the following:
“Collaboration Target” means the (a) Initial Collaboration Targets set forth on Exhibit A, (b) any Substitute Target that is selected as a Designated
Target in accordance with Section 3.4(c) of this Agreement, (c) any Reserved Target, (d) the First Amendment Designated Target and (e) [***], in each
case ((a), (b), (c), (d) and (e)) for so long as any such Target remains an Initial Collaboration Target, Designated Target, Substitute Target or Reserved
Target.
4.2.
Designated Target. Section 1.46 of the Agreement is hereby deleted in its entirety and replaced with the following:
“Designated Target” means (a) each Initial Collaboration Target, (b) each Substitute Target that is selected as a Designated Target in accordance with
Section 3.4(c), (c) the First Amendment Designated Target and (d) [***], in each case ((a), (b), (c) and (d)) for so long as any such Target remains an
Initial Collaboration Target, Substitute Target (including any Substitute Target that is selected as a Designated Target) or the First Amendment
Designated Target. For clarity, any Designated Target that is substituted pursuant to Section 3.4(c) shall no longer be a Designated Target or a
Collaboration Target and shall be a Terminated Target from and after the date on which the new Research Plan (including the DC Criteria) for such
new Designated Target is approved by the JSC hereunder.
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Execution Version
4.3.
Neurology Targets. Section 1.111 of the Agreement is hereby deleted in its entirety and replaced with the following:
“Neurology Targets” means (a) the Initial Collaboration Targets designated as “Neurology Targets” on Exhibit A hereto, (b) any Substitute Targets
designated by the JSC as “Neurology Targets” and (c) the First Amendment Designated Target.
4.4.
Substitution Period. Section 1.180 of the Agreement is hereby deleted in its entirety and replaced with the following:
“Substitution Period” means, for a given Designated Target, the earlier of (a) the date on which the JSC or the R&D Expert determines that a
Licensed Collaboration Compound for such Designated Target meets the LO Criteria and (b) (i) with respect to each Designated Target other than the
First Designated Target, [***], or (ii) solely with respect to the First Amendment Designated Target, [***].
4.5.
Research Term. Section 3.2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
th
(a) The Research Program will be carried out during the period commencing on the Effective Date and ending on the earlier of (i) the date that
is the fourth (4 ) anniversary of the Effective Date and (ii) the date of delivery by Schrödinger of one (1) DC Candidate for each Designated Target for a
total of five (5) DC Candidates, unless (in each case) this Agreement (in its entirety or with respect to a Collaboration Target or Designated Target) is
terminated in accordance with Article 13, in which case [***], Schrödinger may elect, in its sole discretion, to provide written notice to BMS to extend
the Research Term for such Designated Target for an additional period of time that [***], and (C) the Parties may mutually agree to extend the Research
Term, including with respect to the Research Term for the First Amendment Designated Target as provided in clause (A) of this Section 3.2(a), for up to
one (1) additional one (1)-year period (such period, as may be extended pursuant to this Section 3.2(a), being the “Research Term”).
4.6.
Substitute Targets. Section 3.4(c)(i) is hereby deleted in its entirety and replaced with the following:
(i) During the Substitution Period, BMS (through the JSC) shall have the right to substitute and replace each [***] Target with a Reserved
Target (such new Target, a “Substitute Target”); provided that (A) such right may be exercised no more than [***] with respect to any given Designated
Target, (B) subject to Section [***], unless the Parties otherwise mutually agree, a given Designated Target that is an [***] Target, [***] Target or [***]
Target may only be substituted for a Reserved Target that is also designated as an [***] Target, [***] Target or [***] Target (e.g., a Designated Target
that is an [***] Target can only be substituted for a Reserved Target that is designated as an [***] Target). Any such replacement of a Designated Target
must be based on one of the following reasons: [***].
4.7.
First Amendment Designated Target. A new Section 3.4(d), as follows, is hereby added following Section 3.4(c) in the Agreement:
3.4(d) First Amendment Designated Target. As of the First Amendment Designated Target Effective Date (as such term is defined in the First
Amendment to this Agreement), the First Amendment Designated Target (as such term is defined in the First Amendment to this Agreement) shall be a
Designated Target, Collaboration Target and [***] Target under this Agreement.
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Execution Version
4.8.
Payments. A new Section 8.2(e), as follows, is hereby added following Section 8.2(d) in the Agreement:
8.2(e) Additional Milestone Payment for the First Amendment Designated Target. In addition to the Development Milestones set forth herein,
solely with respect to the First Amendment Designated Target, BMS shall pay to Schrödinger a one-time milestone payment of [***] Dollars ($[***])
within [***] after the [***] in accordance with Section 3.5 to achieve the LO Criteria for such First Amendment Designated Target (the “First
Amendment Designated Target LO Payment”). Notwithstanding the foregoing, if the lead optimization portion of the Research Plan for the First
Amendment Designated Target is initiated for a Licensed Collaboration Compound for the First Amendment Designated Target, such Licensed
Collaboration Compound shall be deemed to have achieved the LO Criteria for the First Amendment Designated Target (regardless of whether such
Licensed Collaboration Compound for the First Amendment Designated Target is determined to achieve the LO Criteria in accordance with Section 3.5)
and the First Amendment Designated Target LO Payment shall be due, subject to this Section 8.2(e). The First Amendment Designated Target LO
Payment set forth in this Section 8.2(e) shall be payable only once for the First Amendment Designated Target. For the avoidance of doubt, no First
Amendment Designated Target LO Payment shall become due with respect to any Target Compound that is not a Licensed Collaboration Compound or
Licensed Collaboration Product for the First Amendment Designated Target, and, other than as set forth in this Section 8.2(e), no First Amendment
Designated Target LO Payment shall become due with respect to any Licensed Collaboration Compound that was not identified and delivered to BMS by
Schrödinger pursuant to this Agreement or that is not determined to have achieved the LO Criteria for the First Amendment Designated Target in
accordance with Section 3.5. The First Amendment Designated Target LO Payment will be noncreditable, nonrefundable and not subject to set off.
5. MISCELLANEOUS
5.1.
Scope. Except as expressly amended hereby, the binding provisions of the Agreement shall remain in full force and effect. This First
Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the provisions of the Agreement or
any of the documents referred to therein.
5.2.
Governing Law. This First Amendment shall be governed by and construed and enforced under the substantive laws of the State of New
York, excluding any conflicts or choice of law rule or principle that might otherwise make this First Amendment subject to the substantive law of another
jurisdiction.
5.3.
Entire Agreement; Amendments. This First Amendment, including the Attachments hereto (which are incorporated into and made a part of
this First Amendment), sets forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations,
conditions and understandings between the Parties hereto with respect to the subject matter hereof and supersedes, as of the First Amendment Effective Date,
all prior agreements and understandings between the Parties with respect to the subject matter hereof. There are no covenants, promises, agreements,
warranties, representations, conditions or understandings, either oral or written, between the Parties with respect to the subject matter hereof other than as are
set forth herein. No subsequent alteration, amendment, change or addition to this First Amendment shall be binding upon the Parties unless reduced to writing
and signed by an authorized representative of each Party. Notwithstanding anything herein to the contrary, this First Amendment does not amend, supersede or
replace any software license entered into, or contemplated to be entered into, by the Parties or any of their Affiliates on Schrödinger’s form End User License
Agreement.
Page 4
Execution Version
5.4.
Counterparts. This First Amendment may be executed in counterparts with the same effect as if both Parties had signed the same document,
each of which shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This First Amendment may be
executed and delivered through the email of pdf copies of the executed First Amendment.
Signature page follows
Page 5
Execution Version
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed by their duly authorized officers effective as of the
First Amendment Effective Date.
BRISTOL-MYERS SQUIBB COMPANY
By: _/s/ Janeen Doyle_____________
SCHRÖDINGER, INC.
By: /s/ Ramy Farid______________
Name: Janeen Doyle
Name: Ramy Farid
Title: SVP, Global Alliances Strategy & Business Development
Title: President & CEO
Date: December 21, 2022
Date: December 21, 2022
Page 6
Execution Version
Attachment A
First Amendment Designated Target
[***]
Page 7
Exhibit 21.1
Name
Schrödinger, LLC
Schrödinger GmbH
Synaptic Science LLC
Schrödinger, KK
Reo Discovery Limited
Faxian Therapeutics, LLC
Schrödinger Technologies Ltd
Schrödinger India Private Limited
Schrodinger Korea LLC
XTAL BioStructures, Inc.
List of Subsidiaries
Jurisdiction of Incorporation
Delaware
Germany
Delaware
Japan
Ireland
Delaware
United Kingdom
India
South Korea
Massachusetts
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-253864, 333-262982, 333-265696, 333-266533, 333-268131, and 333-236297) on Form
S-8 and in the registration statement (No. 333-253865) on Form S-3 of our reports dated February 28, 2023, with respect to the consolidated financial statements of
Schrödinger, Inc. and the effectiveness of internal control over financial reporting.
Portland, Oregon
February 28, 2023
/s/ KPMG LLP
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ramy Farid, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Schrödinger, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 28, 2023
/s/ Ramy Farid
Ramy Farid
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Geoffrey Porges, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Schrödinger, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 28, 2023
/s/ Geoffrey Porges
Geoffrey Porges
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Schrödinger,
Inc. (the “Company”) hereby certifies, to his knowledge, that:
(i)
(ii)
the accompanying Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2022 (the “Report”) fully complies
with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Exhibit 32.1
Date: February 28, 2023
/s/ Ramy Farid
Ramy Farid
President and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Schrödinger,
Inc. (the “Company”) hereby certifies, to his knowledge, that:
(i)
(ii)
the accompanying Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2022 (the “Report”) fully complies
with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Exhibit 32.2
Date: February 28, 2023
/s/ Geoffrey Porges
Geoffrey Porges
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)