PDL Patent License

PDL Patent License Agreement

Effective Date: [Date]

This Patent License Agreement (this "Agreement") is entered into by and between PsyData Labs L.L.C., a limited liability company organized under the laws of New York ("Licensor" or "PDL"), and the licensee executing or otherwise accepting this Agreement ("Licensee").

1. Definitions

• "Licensed Patents" means the patents and patent applications owned or controlled by PDL.
• "Licensed Products" means any product, service, or method that, but for this Agreement, would infringe one or more claims of the Licensed Patents.

2. Grant of License

Subject to the terms and conditions of this Agreement, PDL hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide license under the Licensed Patents to make, have made, use, sell, offer for sale, and import Licensed Products.

3. Restrictions and Retained Rights

Licensee shall not modify, reverse engineer, or attempt to derive the underlying intellectual property of the Licensed Patents beyond the scope expressly granted herein. PDL retains all rights not expressly granted to Licensee in this Agreement.

4. Consideration and Royalties

In consideration for the rights granted hereunder, Licensee agrees to pay PDL the royalties and fees as set forth in a separate mutually agreed-upon pricing schedule or order form.

5. Warranties and Disclaimer

PDL represents that it has the right to grant the license provided herein. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED PATENTS ARE PROVIDED "AS IS" AND PDL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PDL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE LICENSED PATENTS.

7. Term and Termination

This Agreement shall commence on the Effective Date and remain in effect until the expiration of the last-to-expire Licensed Patent, unless terminated earlier. PDL may terminate this Agreement immediately upon written notice if Licensee breaches any material provision of this Agreement.

8. Governing Law and Dispute Resolution

This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal or state courts located in New York.

9. General Provisions

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term.