PATENT LICENSE AGREEMENT

Exhibit 10.23

PATENT LICENSE AGREEMENT

by and among

CD INTELLECTUAL PROPERTY HOLDINGS, LLC

AND

TRILEGIANT LOYALTY SOLUTIONS, INC.

Dated as of October 17, 2005

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PATENT LICENSE AGREEMENT (this “ Agreement ”), dated as of October 17, 2005, and effective if and as of the Closing (as defined in the Purchase Agreement (as defined below)) Date, by and among CD Intellectual Property Holdings, LLC, a Delaware corporation (“ Licensee ”), on the one hand, and Trilegiant Loyalty Solutions, Inc., a Delaware corporation (“TLS’) and Buyer (as defined below) (as guarantor of TLS’s obligations under this Agreement), on the other hand. Each of Licensee and TLS is sometimes referred to herein as a “ Party ” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in Section 6.18 hereof.

W I T N E S S E T H :

WHEREAS, Cendant Corporation, a Delaware corporation (“Seller”), is the indirect owner of all of the membership interests of TLS (“Membership Interests”) immediately prior to the date hereof; and

WHEREAS, Buyer desires to purchase, and Seller desires to cause the sale to Affinion Group Holdings, Inc. (“Buyer”) of, the Membership Interests pursuant to the Purchase Agreement, dated as of July 26, 2005, between Seller and Buyer (the “Purchase Agreement”); and

WHEREAS, TLS owns certain Patents; and

WHEREAS, in connection with, and as a condition to entering into, the Purchase Agreement, Seller requires that Licensee be granted the right to continue using, and TLS is willing to license, certain Patents owned by TLS.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

PATENT LICENSES

Section 1.1. Non-Exclusive License . (a) TLS hereby grants to Licensee a non-exclusive (except as set forth in Section 1.2), fully paid up, royalty-free (except as set forth in Section 2.1 with respect to the exclusive license under Section 1.2(a)), irrevocable, worldwide, non-sublicensable (except as set forth in Section 1.3) license during the Term to:

(i) the Netcentives Patents (x) in the Field and (y) subject to the non-competition provisions of Section 4.16 of the Purchase Agreement, in the Travel and Real Estate Field, and

(ii) the Other Licensed Patents in Licensee’s Business.

(b) Licenses granted in Section 1.1 (a) (the “ Non-Exclusive License ”) include the right to make, use, sell, offer to sell and import all products and devices, and to

practice all methods, as well as to otherwise exploit any and all other rights under the Licensed Patents in any jurisdiction, in the case of the Netcentives Patents in the Netcentives Field, and in the case of the Other Licensed Patents in connection with Licensee’s Business. Such rights may be exercised through any and all means, now known or hereafter created or discovered.

Section 1.2. Exclusive Rights and License .

(a) TLS hereby grants to Licensee an exclusive (even as to TLS, except as set forth in Section 1.2(b)), irrevocable, worldwide, right and license to sue for all past, present and future infringement of, or otherwise enforce or assert, the Netcentives Patents against Third Parties in the Field (the “ Exclusive Rights ”).

(b) Subject to Section 1.2(a), TLS non-exclusively may license or provide other rights under the Netcentives Patents in the Field only (i) to and in connection with customers of TLS to whom TLS directly provides loyalty programs (and without further right to sublicense by such customers), and provided further, that such loyalty programs are managed and operated by TLS, (ii) to outsourcers, applications development and maintenance providers and other contractors (“Contractors”) providing products or services for any of the foregoing in (i), but only for purposes of such persons to provide such products or services, and (iii) to Subsidiaries of Buyer, including the right for such Subsidiaries to sublicense to (x) customers to whom such Subsidiaries directly provide loyalty programs (and without further right to sublicense by such customers) and (y) Contractors solely to the extent necessary for such Contractors to provide products or services for any of the foregoing customers related to the loyalty programs provided by such Subsidiaries, and (iv) to Maritz, Inc. (“ Maritz ”) in connection with resolving Trilegiant Loyalty Solutions. Inc. vs. Maritz, Inc ., United States District Court for the District of Delaware, Civil Action No. 04-360-JJF, or any appeals, rehearings or other actions between such parties related thereto, provided that such license grant must be limited to and be no greater than TLS’s rights in the Netcentives Patents, which TLS’s rights, for the avoidance of doubt, are subject to Seller’s rights to the Netcentives Patents as set forth in this Agreement. For the avoidance of doubt, except as set forth in this Section 1.2(b), TLS has no right to grant any licenses under the Netcentives Patents in the Field.

Section 1.3. Permitted Sublicensees . Licensee may sublicense under the Netcentives Patents (i) within the Field without restriction, (ii) within the Travel and Real Estate Field to (1) its Affiliates, and (2) to outsourcers, applications development and maintenance providers and other contractors providing products or services for Licensee or for any of the foregoing in (1), but only for purposes of providing such products or services. Licensee may sublicense its rights under the Other Licensed Patents to (a) its Affiliates, (b) Persons in which it or any of its Affiliates has a material investment but not control, and joint venture, co-branding and other bona fide (i.e. where a principal purpose of the business relationship is not the entering into of such sublicense) business partners of such Persons or Licensee; and (c) outsourcers, applications development and maintenance providers and other contractors providing products or services for Licensee or for any of the foregoing in (a) or (b), but only for purposes of such persons to provide such products or services.

Section 1.4. Bankruptcy Considerations . Notwithstanding any other provision of this Agreement to the contrary, in the event TLS becomes subject to any bankruptcy or similar

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proceedings: (i) all of the license rights granted under this Agreement to Licensee, including those set forth in Sections 1.1, 1.2 and 1.3 shall be deemed fully retained by and vested in Licensee as protected intellectual property rights under Section 365(n) of the United States Bankruptcy Code (and similar laws in other jurisdictions) (“ Section 365(n )”); and (ii) Licensee shall have all of the rights afforded to non-debtor licensees under Section 365(n). In the event of commencement of bankruptcy proceedings by or against Licensee, Licensee or its trustee in bankruptcy, as applicable, shall be entitled to assume the licenses granted under or pursuant to this Agreement and shall be entitled to retain all such rights hereunder.

ARTICLE II

ROYALTY

Section 2.1. Royalty . In consideration for the Exclusive Rights under the Netcentives Patents granted in Section 1.2(a), Seller shall pay to TLS a total royalty in the amount of $11,250,000 in accordance with the following schedule: $2,250,000 on each of November 15, 2005, and February 15, May 15, August 15, and November 15, 2006.

ARTICLE III

INTELLECTUAL PROPERTY PROTECTION

Section 3.1. Patent Prosecution .

(a) TLS shall maintain and prosecute the Licensed Patents at its sole cost and expense. In the event that TLS desires to cease prosecution of, or cease paying maintenance fees for, or otherwise not maintain any Licensed Patent, TLS shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, in any event, be given no later than forty-five (45) days prior to the next deadline for any action that may be taken with respect to such Licensed Patent with the applicable patent office), and Licensee shall have the right, but not the obligation, to have assigned to it such Licensed Patent to file and/or maintain such patent or application in its own name or the name of any of its Affiliates (subject to a non-exclusive license grantback to TLS to practice in TLS’s and its permitted sublicensees’ current businesses as of the date of the assignment however such businesses may evolve (subject to, with respect to any Netcentives Patents. Licensee’s exclusive rights under Section 1.2(a)). In such event, upon written notice from Licensee to TLS, TLS shall, and hereby does, perpetually and irrevocably assign all right, title and interest throughout the world in and to such Licensed Patent to Licensee, including the right to sue, counterclaim, and recover for past, present, and future infringement of such Licensed Patent. TLS further agrees to execute all other documents and take all further action reasonably requested by Licensee for Licensee to secure and perfect its rights therein.

(b) Each Party will notify the other within thirty (30) days of receipt by such Party of material information concerning the request for, or filing or declaration of, any interference, opposition, reexamination or other prosecution-related proceeding relating to the Netcentives Patents in any jurisdiction. The Parties will thereafter fully consult and reasonably cooperate with each other to determine a course of action with respect to any such prosecution-related

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proceeding. Decisions on whether to initiate or how to respond to such a proceeding, as applicable, and the course of action in such proceeding, including settlement and compromise negotiations and terms, will be made by the Party then controlling the prosecution and maintenance of such Patent in accordance with Section 3.1(a), except that TLS shall not accept any settlements or other compromises in a prosecution-related proceeding (including any interference, opposition or reexamination) involving the Netcentives Patents which narrows the scope of the claims with respect to the Field without the prior written consent of the Licensee, such consent not to be unreasonably withheld, delayed or conditioned.

Section 3.2. Enforcement of Other Licensed Patents . Without limitation to Sections 3.1 and 3.3, TLS shall have the sole right to (i) initiate, defend, and control, at their own expense, all assertions, actions, suits and proceedings with respect to infringement or other violation of the Other Licensed Patents, and (ii) defend, and control, at their own expense, all assertions, actions, suits and proceedings by Third Parties that assert the invalidity or unenforceability of any of the Other Licensed Patents. TLS shall be entitled to keep all proceeds arising from any such assertions, actions, suits and proceedings brought by them and any settlements or compromises thereof. Without limitation to Section 3.1 and 3.3, TLS shall notify and keep Licensee reasonably informed of any such assertions, actions, suits or proceedings, and any settlements or compromises thereof.

Section 3.3. Enforcement of Netcentives Patents Under Exclusive Rights .

(a) TLS and Licensee shall promptly notify each other, and provide to the other all material information in their possession (subject to confidentiality obligations to Third Parties) regarding any actual or suspected infringement or other violation of the Netcentives Patents of which such Party becomes aware.

(b) Licensee shall have the exclusive right, but not the obligation, to initiate, defend, and control, at its own expense, all assertions, actions, suits and proceedings with respect to infringement or other violation of the Netcentives Patents by Third Parties in the Field. TLS shall have the exclusive right, but not the obligation, to initiate, defend, and control, at its own expense, all assertions, actions, suits and proceedings with respect to infringement or other violation of the Netcentives Patents that is solely outside of the Exclusive Field. The Parties shall cooperate, each at its own expense, with respect to defending against any assertions, actions, suits and proceedings by Third Parties that assert the invalidity or unenforceability of any Netcentives Patents.

(c) The Parties shall reasonably consult with each other prior to bringing, and during the course of, any assertion, action, suit or proceeding permitted under this Agreement regarding any Netcentives Patent. Each of the Parties will provide reasonable assistance to the other Party (as controlling Party) in connection with any assertion, action, suit or proceeding relating to the Netcentives Patents, and if required by law in order for such action, suit or proceeding to be initiated or maintained, will join in the suit or proceeding, at the controlling Party’s expense for reasonable out-of-pocket costs and expenses except as otherwise set forth herein. Where the non-controlling Party is not required by law to join such suit or proceeding (or where the non-controlling Party desires to participate beyond what is required to join and maintain the suit or proceeding), the non-controlling Party shall have the right at its

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election to participate in and join in any assertion, action, suit or proceeding relating to any of the Netcentives Patents using counsel of its choice at its own cost and expense. The controlling Party shall not have a right to negotiate a settlement or compromise with any Third Parties in connection with any assertion, suit or proceeding contemplated by this Article III, if and to the extent the other Party’s rights would be materially adversely affected by such settlement or compromise, or if such settlement or compromise would require the payment of any amounts by the other Party or would include any admission of guilt by the other Party.

(d) Neither Party shall have any claim of any kind against the Party controlling the prosecution, assertion, action, suit or proceeding contemplated under this Article III based on or arising out of the controlling Party’s strategy, tactics and decisions concerning any such prosecution, assertion, action, suit, proceeding, settlement, or compromise (unless due to gross negligence or willful misconduct of the controlling Party), and each of the Parties hereby perpetually and irrevocably releases the controlling Party from any such claims.

ARTICLE IV

TERM AND TERMINATION

Term

This Agreement is effective on and the “Term” shall comme