b. Cover or Covered By shall mean, with respect to a particular product, that the act of making, using, licensing, offering to license, selling, or offering to sell such product, if done without Columbias authority, (i) would infringe at least one claim of either (i) an issued patent that has not been held invalid or unenforceable by a court of competent jurisdiction in an unappealed or unappealable decision in the country in which such patent issued, or (ii) a pending application that has not been pending for more than [**] from the filing date of such application.
c. Licensed Product shall mean any product (or component thereof) which (1) contains, includes or incorporates all or any part of the software licensed by Columbia, or (2) the discovery, development, manufacture, use, sale, offering for sale, importation, exportation, distribution, rental or lease of which is Covered By a claim of a patent licensed by Columbia.
d. Services Agreement shall mean an agreement between Schrödinger or its Affiliate, on the one hand, and one or more third parties, on the other, under which Schrödinger (or its Affiliate) undertakes to perform services using one or more Licensed Products for the benefit of such third parties, in return for fees or other payments. In addition, a Newco Services Agreement shall mean a Services Agreement for which Schrödinger or its Affiliate performs services for the benefit of a third party in which Schrödinger or its Affiliate, holds an equity interest, at the time the services are commenced.
e. Services Fees shall mean the fees or other payments paid to Schrödinger (or its Affiliate) by a third party as consideration for the services it performs under a Services Agreement; provided, however, that fees or other payments received by Schrödinger (or its Affiliate) in connection with a Services Agreement with Columbia or an Affiliate of Columbia, shall not constitute Services Fees; provided further that fees or other payments constituting Gross Revenues shall not constitute Services Fees. (Gross Revenues shall mean all fees or other payments received by Schrödinger and Affiliates of Schrödinger for licensing, selling, leasing, or renting any Licensed Product.)
3. Services Royalty.
a. Schrödinger will pay to Columbia a royalty as follows:
(1) For Services Fees received from Services Agreements other than Newco Services Agreements, an amount equal to [**]% multiplied by the Services Fees received by Schrödinger or its Affiliate; and
(2) For Newco Services Agreements, an amount equal to [**]% multiplied by [**] multiplied by the Services Fees received by Schrödinger or its Affiliate; where [**]; and provided, further, that the royalty resulting from the preceding calculation may not be less than [**]%.