LICENSE

                                                                                           CONFIDENTIAL


                                     Recursion Pharmaceuticals, Inc.
                             Non-Commercial End User License Agreement


    1. INTRODUCTION.
         This Non-Commercial End User License Agreement (as may be revised from time to time, this
“Agreement”) is a binding agreement between You (as defined below) and Recursion Pharmaceuticals,
Inc., a Delaware corporation with offices located at 41 S. Rio Grande St., Salt Lake City, UT 84101 (“We,”
“Us,” or “Our”). This Agreement grants You a license to Use (as defined below) certain Licensed
Materials (as defined below) subject to Your acceptance of all terms contained in this Agreement. While
this Agreement is not a Creative Commons license, it incorporates certain core principles thereof,
including attribution, non-commercial, and ShareAlike (similar to CC BY-NC-SA).
        Please read the terms of this Agreement carefully before Using any of the Licensed Materials. By
Using any of the Licensed Materials or by clicking to accept or agree to the terms of this Agreement, You
agree that You have read and understand the terms of this Agreement, and further agree to accept and
agree to comply with the terms of this Agreement. You represent that You are at least 18 years of age,
and if You are accessing or using the Licensed Materials on behalf of an entity, that You have the legal
authority to enter into this Agreement on that entity’s behalf. If You do not agree to the terms of this
Agreement, then You must not Use any Licensed Materials and You should click to reject or not agree to
the terms of this Agreement.
         We may revise this Agreement from time to time, for any reason. Any change to this Agreement
will be effective immediately upon posting unless We state otherwise. You should check this Agreement
on the Site regularly. Your continued Use of the Licensed Materials after any changes to this Agreement
constitutes Your binding acceptance of this Agreement as revised, including such changes.
    2. DEFINITIONS.
        “Derivative Technology” means any product or technology generated, conceived, developed, or
reduced to practice through Your Use of, or derived from or based on, any Licensed Material. For clarity,
“Derivative Technology” includes any modified Recursion Dataset.
         “Intellectual Property Rights” means all intellectual property and proprietary rights of any kind,
however denominated, throughout the world, including all rights in patents, patent applications,
copyrights, trademarks, trade secrets, designs, inventions, works of authorship, software (including
source code and object code), documentation, know-how, methods, processes, algorithms, data and
databases, and all updates, upgrades, new versions, and enhancements of any and all of the foregoing,
and all registrations and applications for any and all of the foregoing.
        “Licensed Intellectual Property Rights” means copyrights and similar rights closely related to
copyrights, including rights in software, data, and databases, (a) owned or otherwise controlled by Us
and (b) necessary for You to exercise Your rights under, and in strict accordance with the terms of, this
Agreement. “Licensed Intellectual Property Rights” does not include any other Intellectual Property
Rights, including patent rights, trademark rights, moral rights, or publicity, privacy, or other similar
personality rights.
        “Licensed Materials” means the Recursion Software and/or Recursion Dataset, as applicable, to
which We apply this Agreement. For clarity, references to the “Licensed Materials” in this Agreement
include any portion thereof.



        “Permitted Purpose” means non-commercial research, academic, and educational purposes
only. For the purposes of this definition, “non-commercial research” means research not primarily
intended for or directed towards commercial advantage or monetary compensation.
        “Recursion Dataset” means the data and datasets (which may include, without limitation,
phenomics maps, images, image data, embeddings, genetic information, and other metadata), in each
case, made available to You through the Site, including through or otherwise in connection with the
Recursion Software, but excluding, for clarity, the RxRx19x dataset.
        “Recursion Software” means Recursion’s proprietary software (including, without limitation,
Recursion’s proprietary AI Models) made available to You through the Site, including any updates or
upgrades thereto and any written documentation or other media related thereto made available to You
through the Site, which may include, without limitation, the MolRec™ application. The Recursion
Software will not be provided in source code format.
         “Site” means www.rxrx.ai, together with its subdomains.
       “Use” (and its correlatives) means (a) use, download, and access, and (b) solely with respect to
the Recursion Dataset, copy, analyze, modify, adapt, aggregate, share, and use to produce Derivative
Technology.
       “You” (and its correlatives) means the individual(s) or entity(ies) that Use the Licensed Materials
under this Agreement. If you are Using the Licensed Materials in your individual capacity, all references
to “You” reference you as an individual person. If you are Using the Licensed Materials on behalf of a
company or other entity, all references to “You” reference both you as an individual person and that
company or entity.
    3. LICENSE GRANT.
         Subject to Your compliance with the terms of this Agreement, We grant to You a personal,
limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, irrevocable (except as set forth
below) license under the Licensed Intellectual Property Rights to Use the Licensed Materials solely for
the Permitted Purpose.
         For clarity, and without limiting the generality of the foregoing, You may not, in any and all fields:
       (a)    sell, lease, rent, lend, license, sublicense, assign, distribute, share, publish, transfer, or
otherwise make available the Licensed Materials or Derivative Technology to any individual or entity for
monetary compensation;
         (b)      Use the Licensed Materials or Derivative Technology, in each case, to initiate or conduct,
either for Yourself, Your affiliates, or a third party, a program directed to the research, development,
manufacture, commercialization, or exploitation of any product (including any pharmaceutical, biologic,
or diagnostic product) or service that is, or if successful ultimately would be, intended for commercial
sale, distribution, or offering, including validating a biological target in connection with the foregoing
activities (collectively, a “Commercial Program”);
          (c)       Use the Licensed Materials or Derivative Technology, in each case, to directly or
indirectly research, develop, commercialize, or exploit any software, model, algorithm, platform, or
artificial intelligence (collectively, “AI Models”) that is, or if successful ultimately would be, intended for
commercial sale, distribution, or offering;





        (d)     deploy any AI Model trained on the Licensed Materials or Derivative Technology, in each
case, for the purpose of initiating or conducting, either for Yourself, Your affiliates, or a third party, any
Commercial Program;
        (e)    Use the Licensed Materials or Derivative Technology (including any AI Model trained on
Licensed Materials), in each case, for the sale, offer for sale, or performance of commercial services;
        (f)    engage in, or advise in the engaging of, any trading of securities using or based on the
Licensed Materials or Derivative Technology; or
         (g)     publish any article or other document, or deliver any presentation for monetary
compensation that is based on Your Use of the Licensed Materials or Derivative Technology (for clarity,
this sub-clause (g) will not prohibit You from publishing or presenting any article, document, or
presentation that You author or present Yourself in any medium or format so long as You do not directly
or indirectly receive any monetary compensation for such publication or presentation).
         If You wish to Use the Licensed Materials or Derivative Technology for any purpose not permitted
by this Agreement, please contact Us to discuss such Use – a commercial license may be available. Any
such commercial Use by You (to the extent approved by Us) will be subject to separate commercial
licensing terms, and We will retain sole discretion whether or not to agree to any such Use and grant
such license (including the applicable terms thereof).
    4. ATTRIBUTION REQUIREMENTS.
        You must include an attribution to Us in the applicable form set forth below when citing any
Recursion Dataset or any Recursion Software constituting an AI Model:
         For any Recursion Dataset: “We used the [insert the name of the dataset (e.g., RxRx3)] dataset,
         available from Recursion Pharmaceuticals at www.rxrx.ai, pursuant to Recursion
         Pharmaceutical’s licensing terms at [insert hyperlink to this Agreement]. Under this license,
         Recursion Pharmaceuticals disclaims all representations and warranties with respect to such
         dataset.”
         For any Recursion Software constituting an AI Model: “We used the [insert the name of AI
         Model] AI model, available from Recursion Pharmaceuticals at www.rxrx.ai, pursuant to
         Recursion Pharmaceutical’s licensing terms at [insert hyperlink to this Agreement]. Under this
         license, Recursion Pharmaceuticals disclaims all representations and warranties with respect to
         such AI model.”
You should insert the information specified in brackets above, and delete such brackets, when including
such attribution.
        In addition, You must indicate whether You modified the applicable Licensed Material, or
otherwise used any Licensed Material to create any Derivative Technology, and if so, indicate that such
Derivative Technology was created using such Licensed Material, and retain any indication of the
foregoing previously made by other individuals or entities.
        If We request, You must remove any of the information required above to the extent reasonably
practicable. Nothing in this Agreement constitutes or may be construed as permission to assert or imply
that You are, or that Your Use of the Licensed Materials or Derivative Technology is, connected with, or
sponsored, endorsed, or granted official status by, Us.
    5. ACCEPTABLE USE TERMS
         You will not, and will not permit or encourage any other individual or entity to:



         (a)     reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to
derive, recreate, or gain access to the source code of the Recursion Software, in whole or in part;
        (b)     except as expressly permitted by Section 3 (License Grant), modify, adapt, or create
derivative works or improvements of the Licensed Materials;
         (c)     except as expressly permitted by Section 3 (License Grant), sell, lease, rent, lend, license,
sublicense, assign, distribute, share, publish, transfer, or otherwise make available the Licensed Materials
to any individual or entity;
       (d)     Use the Licensed Materials in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any Intellectual Property Right of any individual or entity;
        (e)      remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or
other Intellectual Property Right notices from the Licensed Materials, including any copy thereof;
         (f)      Use the Licensed Materials to violate any national or international law, statute, decree,
rule, or regulation;
         (g)    attempt to interfere with the proper working of the Recursion Software, or remove,
disable, circumvent, or otherwise create or implement any workaround to any security or technological
measures for the Licensed Materials, including any measures that control access to the Licensed
Materials;
         (h)    disrupt or interfere with the Recursion Software or Our systems, servers, or networks, or
fail to comply with any requirements, procedures, policies, or regulations of networks connected to the
Recursion Software, or transmit any viruses, worms, defects, Trojan horses, spyware, malware,
ransomware, or any items of a destructive nature through Your Use of the Recursion Software; or
         (i)    Use the Licensed Materials in any abusive or illegal way, as determined in Our sole
discretion.
    6. INTELLECTUAL PROPERTY RIGHTS.
         You acknowledge and agree that the Licensed Materials are provided under license, and not
sold, to You. You acknowledge and agree that the Licensed Intellectual Property Rights are proprietary to
Us, and the Licensed Materials are protected under copyright and other Intellectual Property Rights
owned or controlled by Us. We own and retain ownership of all Our Intellectual Property Rights,
including all rights, title, and interests in and to the Licensed Materials (including any portion thereof
that may be incorporated into any Derivative Technology). Under applicable law, Your separate
contribution to any Derivative Technology may be subject to Intellectual Property Rights owned or
controlled by You (“Arising Intellectual Property Rights”).
        All rights not expressly granted to You herein are reserved for Us. Except for the limited license
granted to You herein, this Agreement does not grant You any ownership or other rights or interests in or
to the Licensed Materials or Licensed Intellectual Property Rights, whether by implication, estoppel, or
otherwise.
    7. SHARING LICENSED MATERIALS.
        Every individual or entity with whom You share the Recursion Dataset (including any portion of
the Recursion Dataset incorporated into any Derivative Technology) automatically receives an offer from
Us to Use such Recursion Dataset or portion thereof, as applicable, under the terms of this Agreement.
        If You share any Derivative Technology with any individual(s) or entity(ies), then the license You
apply to Your Arising Intellectual Property Rights in such Derivative Technology must be essentially the



equivalent of this Agreement, and for the avoidance of doubt, must not permit any Use of such
Derivative Technology for any purpose other than a Permitted Purpose.
        If You share any Recursion Dataset or Derivative Technology, You may not offer or impose on any
recipient of the Recursion Dataset or Derivative Technology any additional or different terms or
conditions, or apply any technological measures to, the recipient’s use of the Recursion Dataset or
Derivative Technology if doing so restricts such recipient from Using the Recursion Dataset or Derivative
Technology to the same extent as is permitted under this Agreement.
    8. UPDATES.
         We will have no obligation to provide upgrades or updates to the Licensed Materials. You
acknowledge that You may be required on a periodic or as-needed basis to apply updates to or
re-download and re-install the Recursion Software to address security, interoperability, or performance
issues, or to incorporate new features. You will promptly apply such updates to, or download and install,
as applicable, all such updates or upgrades, and acknowledge and agree that the Licensed Materials or
portions thereof may not properly operate should You fail to do so. We may also modify or delete in
their entirety certain features and functionality of the Licensed Materials, and You agree that We have
no obligation to continue to provide the Licensed Materials or enable any particular features or
functionality thereof.
    9. THIRD-PARTY MATERIALS.
          The Licensed Materials may display, include, or make available third-party content and
functionality (including data, information, applications, and other products, services, or materials), or
provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree
that We are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness,
validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume
and will not have any liability or responsibility to You or any other individual or entity for any Third-Party
Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You
will access and use them entirely at Your own risk and subject to such third party’s terms and conditions.
    10. PRIVACY POLICY.
        You acknowledge that when You Use any of the Licensed Materials, We may use automatic
means (including, for example, cookies and web beacons) to collect information about Your electronic
device and about Your use of the Licensed Materials. You also may be required to provide certain
information about Yourself as a condition to Using the Licensed Materials, or certain of their features or
functionality. All information We collect through or in connection with the Licensed Materials is subject
to Our Privacy Policy at https://www.recursion.com/privacy-notice (the “Privacy Policy”), which is
incorporated herein by reference. By Using the Licensed Materials, You consent to all actions taken by Us
with respect to Your information in compliance with the Privacy Policy.
    11. TERM AND TERMINATION.
        The term of this Agreement (“Term”) commences when You download the Recursion Software or
otherwise Use any Licensed Materials, and continues for the term of the Licensed Intellectual Property
Rights unless otherwise earlier terminated.
       Your rights under this Agreement terminate automatically if You fail to comply with this
Agreement. Where Your right to Use the Licensed Materials has terminated as provided in the
immediately preceding sentence, Your right reinstates (a) automatically as of the date the violation is
cured, provided it is cured within 30 days of Your discovery of the violation, or (b) upon express




reinstatement by Us. However, this paragraph does not affect any right that We may have to seek
remedies for Your violation of this Agreement.
         For the avoidance of doubt, We may also offer the Licensed Material under separate terms or
conditions, or stop distributing or making the Licensed Materials available at any time; however, doing so
will not terminate this Agreement.
           Upon termination of this Agreement: (i) all licenses and other rights granted to You under this
Agreement will terminate; (ii) You will immediately cease all use of the Licensed Materials, and will
delete or otherwise destroy, at Your cost, all Licensed Materials (including, for clarity, all copies thereof),
provided that You may continue practicing Your Arising Intellectual Property Rights in any Derivative
Technology so long as You do not Use the Licensed Materials (including any portion thereof incorporated
into the Derivative Technology); and (iii) the provisions of this Agreement which by their nature must
survive termination of this Agreement will continue in force upon any termination, including, but not
limited to, Your obligations relating to Intellectual Property Rights, disclaimer of warranties, limitation of
liability, effects of termination, and the general provisions.
    12. DISCLAIMER OF WARRANTIES.
       THE LICENSED MATERIALS, INCLUDING ANY THIRD-PARTY MATERIALS PROVIDED THEREIN, ARE
BEING PROVIDED “AS IS,” WITH ALL FAULTS AND DEFECTS, AND WITHOUT REPRESENTATIONS OR
WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON
OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, PARTNERS, LICENSORS, AGENTS, SUCCESSORS, AND ASSIGNS, EXPRESSLY
DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND
WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR
TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR
UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE LICENSED MATERIALS WILL
MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY
OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET
ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS
CAN OR WILL BE CORRECTED. WE DO NOT ENDORSE OR REPRESENT OR GUARANTEE THE
TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY LICENSED MATERIALS. YOU ACCEPT THE ENTIRE
RISK OF THE ACCURACY, RELIABILITY, SECURITY, OR OTHER PERFORMANCE WITH RESPECT TO YOUR USE
OF THE LICENSED MATERIALS OR OTHER EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT,
INCLUDING YOUR DEVELOPMENT OR USE OF ANY DERIVATIVE TECHNOLOGY. THIS DISCLAIMER OF
WARRANTIES WILL BE INTERPRETED IN A MANNER THAT, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, MOST CLOSELY APPROXIMATES AN ABSOLUTE DISCLAIMER OF WARRANTIES.
    13. LIMITATION OF LIABILITY.
       TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF
OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS,
LICENSORS, AGENTS, SUCCESSORS, OR ASSIGNS, HAVE ANY LIABILITY FOR ANY DIRECT, SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER LOSSES, COSTS, EXPENSES,
OR DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE LICENSED MATERIALS OR OTHER
EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT, INCLUDING YOUR DEVELOPMENT OF ANY
DERIVATIVE TECHNOLOGY. THE FOREGOING LIMITATION WILL APPLY WHETHER SUCH LOSSES, COSTS,
EXPENSES, OR DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR




OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL BE INTERPRETED
IN A MANNER THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOST CLOSELY
APPROXIMATES AN ABSOLUTE WAIVER OF ALL LIABILITY.
    14. INDEMNIFICATION.
         You agree to indemnify, defend, and hold harmless Us, Our affiliates, and Our and their
respective officers, directors, employees, partners, licensors, agents, successors, and assigns from and
against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements,
interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’
fees, arising from or relating to Your use of the Licensed Materials or other exercise of Your rights under
this Agreement (including Your development of any Derivative Technology), Your access to or use of any
Third-Party Material, Your breach of any term of this Agreement, or Your violation of any law or right of a
third party (including any Intellectual Property Rights of a third party).
    15. GENERAL PROVISIONS.
        US Government Rights. The Licensed Materials include commercial computer software, as such
term is defined in 48 C.F.R. §2.101. Accordingly, if You are an agency of the US Government or any
contractor therefore, You receive only those rights with respect to the Licensed Materials as are granted
to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R.
§227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212,
with respect to all other US Government licensees and their contractors.
         Export Regulation. The Licensed Material or Derivative Technology may be subject to US export
control laws, including the Export Control Reform Act and its associated regulations. You will not,
directly or indirectly, export, re-export, or release the Licensed Material or any Derivative Technology to,
or make the Licensed Material or any Derivative Technology accessible from, any jurisdiction or country
to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all
applicable federal laws, regulations, and rules, and complete all required undertakings (including
obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting,
releasing, or otherwise making the Licensed Material or any Derivative Technology available outside the
United States.
        Assignment. You may not assign this Agreement or any of your rights or obligations hereunder
without Our prior written consent and any attempt to do so without such consent will cause this
Agreement and any of Your rights hereunder to be null and void. We may assign this Agreement or any
of Our rights or obligations hereunder without Your consent.
         Governing Law; Venue. This Agreement will be governed by and construed in accordance with
the laws of the State of Utah, United States, without giving effect to any choice of law provision or rule
that would cause the application of laws of any other jurisdiction and without regard to the United
Nations Convention on Contracts for the International Sale of Goods. You irrevocably agree that the
state and federal courts in the County of Salt Lake, Utah, United States, will have exclusive jurisdiction to
settle any dispute or claim arising out of or in connection with this Agreement, submit to the jurisdiction
of such courts, and consent to venue in such forum with respect to any action or proceeding that relates
to this Agreement. If We are the prevailing party in any action to enforce this Agreement, then We will
be entitled to recover Our reasonable costs and expenses in connection with such action, including
reasonable attorneys’ fees.





         Equitable Relief. You acknowledge and agree that the restrictions set forth in this Agreement
are reasonable and necessary to protect Our legitimate interests, and that We would not have entered
into this Agreement in the absence of such restrictions, and that any breach or threatened breach by You
of any provision of this Agreement will result in irreparable injury to Us, for which there will be no
adequate remedy at law. In the event of any breach or threatened breach by You of any provision of this
Agreement, We will be authorized and entitled to obtain from any court of competent jurisdiction
injunctive relief, whether preliminary or permanent, specific performance, and an equitable accounting
of all earnings, profits, and other benefits arising from such breach, which rights will be cumulative and
in addition to any other rights or remedies to which We may be entitled at law or in equity. You waive
any requirement that We post a bond or other security as a condition for obtaining any such relief, or
show irreparable harm, balancing of harms, consideration of the public interest, or inadequacy of
monetary damages as a remedy.
       Section Titles. The section titles and headers are for convenience or reference only and in no
way define, limit, or affect the scope or substance of any section of this Agreement.
       Entire Agreement. Other than the Privacy Policy and any commercial agreement that You have
executed with Us in relation to the Licensed Materials, this Agreement constitutes the entire agreement
between You and Us with respect to the Licensed Materials.
         Severability. If any provision of this Agreement is held to be unenforceable for any reason, then
such provision will be reformed only to the extent necessary to make it enforceable, and such holding
will not impair the validity, legality, or enforceability of the remaining provisions.
         Waiver. No delay or omission by Us in exercising any right under this Agreement will operate as
a waiver of that or any other right. A waiver or consent given by Us on any one occasion will be effective
only in that instance and will not be construed as a bar or waiver of any right on any other occasion.
         English Language. This Agreement is in the English language only, which language will be
controlling and any revision of this Agreement in any other language will not be binding.
       Questions, Comments, and Concerns. All requests for technical support, and other
communications relating to the Licensed Materials or the subject matter of this Agreement, including
questions, inquiries, and concerns, should be directed to info@rxrx.ai.