SecProbe.io

January 9, 2020
Ramy Farid, Ph.D.
President and Chief Executive Officer
Schrödinger, Inc.
120 West 45th Street, 17th Floor
New York, New York 10036
Re:Schrödinger, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Filed December 13, 2019
CIK No. 0001490978
Dear Dr. Farid:
            We have reviewed the supplemental response submitted on January 7, 2020 to our
comment letter and have the following comment.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Supplemental Response dated January 7, 2019
Prospectus Summary
Our Drug Discovery Business, page 8
1.We have reviewed the supplemental materials provided in response to the comment in our
letter dated December 18, 2019 and have the following comments:

•Please limit your tabular presentation of programs in the summary and the business
section to those in which you have a direct financial interest. Disclose the material
terms of each collaboration and licensing agreement and file the agreements as
exhibits to the registration statement.  The material terms should include quantified
disclosure of milestone payments made or received to date, the aggregate amount of
potential milestone payments and the nature of optional fees.  Please note that listing

 FirstName LastNameRamy Farid, Ph.D.
 Comapany NameSchrödinger, Inc.
 January 9, 2020 Page 2
 FirstName LastName
Ramy Farid, Ph.D.
Schrödinger, Inc.
January 9, 2020
Page 2
aggregate potential revenues assuming all product candidates achieve all approvals
and milestones is not appropriate.
•To the extent you have an indirect financial interest in a program as a result of an
equity interest in the collaborator, you may identify your equity interests in these
entities.  Your disclosure should identify the collaborator, your ownership interest
and whether you have any control over the collaborator and the development
program.  If you do not have any control over the entity or the program, you may
disclose any license agreements but should not describe their product development
program.
•Please delete references to undisclosed programs.  If you have a direct material
interest in a program, you should identify it.
•Please explain the extent to which you have access to information related to clinical
trial results, serious adverse events and ongoing communications with the FDA
relating to collaborators’ current programs or the extent to which the collaborator is
required to provide you with this information.
•With respect to the disclosure on page 107, please expand the discussion of Morphic
to describe your interest in Morphic and the clinical trials supporting the IND,
including the clinical end points and results.
•Please also disclose the Agios Pharmaceuticals therapies that were approved by the
FDA and your financial interest in these therapies.
            You may contact Tracey McKoy at (202) 551-3772 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at (202) 551-6761 or Celeste Murphy at (202) 551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Scott Lunin