LICENSE AGREEMENT

Exhibit 10.13

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 230.406

LICENSE AGREEMENT

This License Agreement (“ Agreement ”) is entered into effective as of this 31st day of August, 2000 (“ Effective Date ”), by and between Cryogen, Inc., a California corporation (“ Cryogen ”), and CryoCor, Inc., a Delaware corporation (“ CryoCor ”).

WITNESSETH

WHEREAS, Cryogen is willing to grant a license to CryoCor with respect to certain of its intellectual property rights and CryoCor is willing to grant licenses to Cryogen with respect to certain enhancements thereof;

WHEREAS, it is a condition to the closing of the transactions contemplated by that certain Contribution Agreement of even date herewith between the parties hereto (the “ Contribution Agreement ”) that the parties hereto enter into this Agreement.

NOW THEREFORE

In view of the foregoing premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of this is hereby acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS

1.1 “Affiliate” means a corporation, company, or other legal entity now or hereinafter controlling, controlled by or under common control with a party hereto, for so long as such ownership or control exists. For the purposes of this definition, control shall refer to a greater than 50% interest in the right to make decisions for such entity (e.g., greater than 50% ownership of the voting shares or other voting securities of such entity). Notwithstanding anything to the contrary contained herein, “Affiliate” shall not include (i) in the case of Cryogen, CryoCor and (ii) in the case of CryoCor, Cryogen.

1.2 “Assigned Assets and Clinical Development Products” shall mean the assets and clinical development products assigned to CryoCor by Cryogen pursuant to Section 1.2(a)(i) of the Contribution Agreement.

1.3 “CryoCor Enhancements” means any and all modifications, improvements and enhancements to the Cryogen Intellectual Property Rights, Licensed Products and Assigned Assets and Clinical Development Products made or developed by or on behalf of CryoCor that may be used or useful in the Cryogen Fields and which have been reduced to a form of Written Idea Memorandum on or before […***…]; provided, however, “CryoCor Enhancements” shall not include such modifications, improvements and enhancements to the Cryogen Intellectual Property Rights, made or developed solely by Cryogen (or its employees) on behalf of CryoCor pursuant to the R&D Agreement.

1.4 “CryoCor Field” means cardiac or vascular ablation to treat cardiac arrhythmias.

1.5 “CryoCor Joint Enhancement Interest” means CryoCor’s undivided ownership interest in a Joint Enhancement.

1.6 “Cryogen Enhancements” means any and all modifications, improvements and enhancements to the Cryogen Intellectual Property Rights or to Licensed Products made or developed by or on behalf of Cryogen that may be used or useful in the CryoCor Field or in connection with any of the Licensed Products and which have been reduced to a form of Written Idea Memorandum on or before […***…]. Without limiting the generality of the foregoing, “Cryogen Enhancements” shall include such modifications, improvements and enhancements to the Cryogen Intellectual Property Rights made or developed solely by Cryogen (or its employees) on behalf of CryoCor pursuant to the R&D Agreement.

1.7 “Cryogen Exclusive Field” means […***…].

1.8 “Cryogen Fields” means the Cryogen Exclusive Field and the Cryogen Nonexclusive Field.

1.9 “Cryogen Intellectual Property Rights” means the intellectual property rights owned by Cryogen used or useful in the CryoCor Field, as particularly set forth and described in Exhibit A hereto.

1.10 “Cryogen Joint Enhancement Interest” means Cryogen’s undivided ownership interest in a Joint Enhancement.

1.11 “Cryogen Nonexclusive Field” means any and all fields of use other than the CryoCor Field and the Cryogen Exclusive Field.

1.12 “Damages” shall have the meaning set forth in Section 7.2(a) hereof.

1.13 “Joint Enhancements” means any and all modifications, improvements and enhancements to the Cryogen Intellectual Property Rights, the Licensed Products or the Assigned Assets and Clinical Development Products, jointly made or jointly developed by Cryogen and CryoCor that may be used or useful in the CryoCor Field, the Cryogen Fields or in connection with any of the Licensed Products and which have been reduced to a form of Written Idea Memorandum on or before […***…].

1.14 “Licensed Products” means any and all devices and methods conceived, developed, manufactured, distributed or sold by CryoCor which utilize all or any portion of the Cryogen Intellectual Property Rights, Cryogen Enhancements or Joint Enhancements for use in performing cardiac or vascular ablation to treat cardiac arrhythmias.

1.15 “NIST” means the National Institute of Standards and Technology.

1.16 “NIST License Agreement” means that certain Exclusive License Agreement effective as of June 27, 1997 between NIST and Cryogen.

1.17 “Other Enhancements” means any and all modifications, improvements and enhancements to the Cryogen Intellectual Property Rights and/or the Licensed Products which are not CryoCor Enhancements, Cryogen Enhancements or Joint Enhancements.

1.18 “R&D Agreement” means the Research and Development Agreement of even date herewith between Cryogen and CryoCor.

1.19 “Written Idea Memorandum” means a written memorandum prepared by Cryogen, CryoCor or jointly by Cryogen and CryoCor, as the case may be, which sets forth in reasonable detail a description of and the planned and potential uses with respect to a Cryogen Enhancement, CryoCor Enhancement or Joint Enhancement, as the case may be.

2. LICENSE GRANTS

2.1 Exclusive License Grant to CryoCor. Cryogen hereby grants to CryoCor and its Affiliates an exclusive, irrevocable, perpetual, worldwide, non-transferable (except in accordance with Section 8.2 hereof), royalty-free, fully-paid up license, with the right to sublicense, to make, have made, import, use, have used, offer to sell, sell or have sold Licensed Products and perform and have performed processes under the Cryogen Intellectual Property Rights, the Cryogen Enhancements and the Cryogen Joint Enhancement Interest, solely in the CryoCor Field.

2.2 Non-Exclusive License Grant to Cryogen. CryoCor hereby grants to Cryogen and its Affiliates a nonexclusive, irrevocable, perpetual, worldwide, non-transferable (except in accordance with Section 8.2 hereof), royalty-free, fully-paid up license, with the right to sublicense, to make, have made, import, use, have used, offer to sell, sell or have sold products (other than Licensed Products) and perform and have performed processes under the CryoCor Enhancements and the CryoCor Joint Enhancement Interest, solely in the Cryogen Nonexclusive Field.

2.3 Exclusive License Grant to Cryogen. CryoCor hereby grants to Cryogen and its Affiliates an exclusive, irrevocable, perpetual, worldwide, non-transferable (except in accordance with Section 8.2 hereof), royalty-free, fully-paid up license, with the right to sublicense, to make, have made, import, use, have used, offer to sell, sell or have sold products (other than Licensed Products) and perform and have performed processes under the CryoCor Enhancements and the CryoCor Joint Enhancement interest, solely in the Cryogen Exclusive Field.

2.4 Other Enhancements. Any and all Other Enhancements shall be the sole and exclusive property of the party hereto that makes or discovers any such Other Enhancement and any such Other Enhancement shall not be subject to the licenses granted hereunder by either Cryogen (pursuant to Section 2.1 hereof) or CryoCor (pursuant to Sections 2.2 or 2.3 hereof).

2.5 Sublicense of NIST License Agreement. Promptly after CryoCor’s written request, which request shall be received by Cryogen within ninety (90) days after the date hereof, if at all, Cryogen shall request approval of NIST for an exclusive sublicense to CryoCor for the CryoCor Field of Cryogen’s rights under the NIST License. Cryogen and CryoCor agree that any such sublicense to CryoCor shall be on substantially the same terms as the license granted

3.

under the NIST License Agreement to Cryogen by NIST as then in effect and such other terms as Cryogen and CryoCor shall mutually agree in good faith. Notwithstanding the foregoing, Cryogen and CryoCor agree that the terms of any such sublicense shall provide that each of CryoCor and Cryogen shall be responsible for a […***…] provided in the NIST License Agreement.

3. PROSECUTION, MAINTENANCE AND ENFORCEMENT WITH RESPECT TO CRYOGEN INTELLECTUAL PROPERTY RIGHTS

3.1 Prosecution of Patent Applications. Cryogen agrees to use commercially reasonable efforts to maintain and enforce all issued patents included in the Cryogen Intellectual Property Rights (each a “ Covered Cryogen Issued Patent ”) and to use commercially reasonable efforts to prosecute all patent applications included in the Cryogen Intellectual Property Rights or the Cryogen Enhancements (each a “ Covered Cryogen Patent Application ”), all at the sole cost and expense of Cryogen. The drafting, filing, and prosecution of any Covered Cryogen Patent Application shall be Cryogen’s responsibility and shall be carried out by it in its reasonable discretion, subject to an obligation on the part of Cryogen to keep CryoCor reasonably informed of all material developments with respect to the foregoing activities. Without limiting the generality of the foregoing, Cryogen shall provide to CryoCor reasonable opportunity to advise Cryogen in the prosecution, filing and maintenance of the Covered Cryogen Issued Patents and the Covered Cryogen Patent Applications and Cryogen shall implement CryoCor’s requests if and to the extent that such requests are feasible, reasonable and not in conflict with the policies and objectives of Cryogen as determined by Cryogen; provided, however, CryoCor shall be solely responsible for any and all fees, costs and expenses incurred by Cryogen with respect to the implementation of any such requests by CryoCor. Notwithstanding the foregoing, if Cryogen determines that it no longer desires to prosecute a Covered Cryogen Patent Application or maintain a Covered Cryogen Issued Patent, it shall, by giving CryoCor corresponding notice in writing, offer to CryoCor the assignment of its right, title and interest in such Covered Cryogen Patent Application or Covered Cryogen Issued Patent, as the case may be. If CryoCor accepts such offer within sixty (60) days after Cryogen gives such notice, Cryogen shall assign to CryoCor all of Cryogen’s right, title and interest in such Covered Cryogen Patent Application or Covered Cryogen Issued Patent (subject to an irrevocable, perpetual, royalty-free, exclusive, unrestricted, sublicensable, worldwide license in favor of Cryogen for applications other than Licensed Products), at no charge to CryoCor. Following any such assignment, CryoCor may draft, file, maintain, prosecute and defend such assigned Covered Cryogen Patent Application or Covered Cryogen Issued Patent, as the case may be, in it sole discretion. Pending receipt of a response from CryoCor as to whether CryoCor will accept such offer or, if later, the expiration of sixty (60) day period, Cryogen shall use reasonable efforts to extend any deadlines or take such action as may be reasonably required to prevent the abandonment of any such Covered Cryogen Patent Application or forfeiture of any such Covered Cryogen Issued Patent.

3.2 Infringement by Third Parties.

(a) CryoCor will promptly notify Cryogen in writing of any apparent infringement, misappropriation or other wrongful exploitation of the Cryogen Intellectual Property Rights or Cryogen Enhancements by a third party, including, without limitation, infringement, misappropriation or other wrongful exploitation in the field of using, making, selling, importing or otherwise commercially exploiting Licensed Products in the CryoCor Field.

(i) Cryogen shall have the initial right, at its sole cost and expense, to determine whether to bring suit to enjoin such infringement, misappropriation or wrongful exploitation and recover damages therefor. Cryogen will bring such action in its name, at its sole cost and expense, and will take such other action, at its sole cost and expense in connection with the prosecution of such action. Any damages recovered in such action will be payable to Cryogen for its exclusive benefit.

(ii) If Cryogen does not bring any such action as provided in Section 3.2(a)(i) above, within […***…] after written notice of infringement, misappropriation or wrongful exploitation is given by CryoCor, CryoCor may cause Cryogen, at CryoCor’s sole cost and expense to bring suit in Cryogen’s name or Cryogen’s and CryoCor’s names to enjoin such infringement, misappropriation or wrongful exploitation and recover damages therefor (the “ Total Damages ”), which shall be for CryoCor’s sole account to the extent the damages are attributable to use and exploitation of the Cryogen Intellectual Property Rights or Cryogen Enhancements within the CryoCor Field (the “ CryoCor Damages ”) and shall be for the account of Cryogen to the extent the damages are attributable to use and exploitation of the Cryogen Intellectual Property Rights or Cryogen Enhancements outside of the CryoCor Field (the “ Cryogen Damages ”) upon Cryogen’s reimbursement to CryoCor of Cryogen’s proportionate share of the costs and expenses of such action equal to the Cryogen Damages divided by the Total Damages.

(b) In any action brought by Cryogen pursuant to either Section 3.2(a)(i) or Section 3.2(a)(ii) hereof, Cryogen shall select and control counsel for the prosecution of such suit. Cryogen agrees to keep CryoCor reasonably informed of any and all material developments with respect to any such action or suit, all at the sole cost and expense of CryoCor, and shall give CryoCor the opportunity to review in advance all major decisions, positions or actions that Cryogen wishes to take in any such action or suit which would impair any interest of CryoCor in the Cryogen Intellectual Property Rights, Cryogen Enhancements or the Licensed Products. Without limiting the generality of the foregoing, CryoCor shall (i) have the right to receive, from time to time, full and complete information from Cryogen concerning the status of such suit, (ii) have the right, at its sole cost and expense, to be represented therein by separate counsel in advisory or consultative capacity, and (iii) cooperate fully with Cryogen and provide whatever assistance is reasonably requested by Cryogen in connection with such suit, including the preparation and signing of documents. Cryogen shall have the right to settle any infringement suit described in either Section 3.2(a)(i) or Section 3.2(a)(ii) hereof in its sole discretion, after reasonable prior consultation with CryoCor and good faith consideration of CryoCor’s requests and proposals.

4. PROSECUTION MAINTENANCE AND ENFORCEMENT WITH RESPECT TO ENHANCEMENTS

4.1 Prosecution of CryoCor Enhancement Patent Applications. CryoCor agrees to use commercially reasonable efforts to maintain and enforce all issued patents included in the CryoCor Enhancements (each a “ Covered Enhancement Issued Patent ”) and to use commercially

reasonable efforts to prosecute all patent applications included in the CryoCor Enhancements (each a “ Covered Enhancement Patent Application ”), all at the sole cost and expense of CryoCor. The drafting, filing, and prosecution of any Covered Enhancement Patent Application shall be CryoCor’s responsibility and shall be carried out by it in its reasonable discretion, subject to an obligation on the part of CryoCor to keep Cryogen reasonably informed of all material developments with respect to the foregoing activities. Without limiting the generality of the foregoing, CryoCor shall provide to Cryogen reasonable opportunity to advise CryoCor in the prosecution, filing and maintenance of the Covered Enhancement Issued Patents and the Covered Enhancement Patent Applications and CryoCor shall implement Cryogen’s requests if and to the extent that such requests are feasible, reasonable and not in conflict with the policies and objectives of CryoCor as determined by CryoCor; provided, however, Cryogen shall be solely responsible for any and all fees, costs and expenses incurred by CryoCor with respect to the implementation of any such requests by Cryogen. Notwithstanding the foregoing, if CryoCor determines that it no longer desires to prosecute a Covered Enhancement Patent Application or maintain a Covered Enhancement Issued Patent, it shall, by giving Cryogen corresponding notice in writing, offer to Cryogen the assignment of its right, title and interest in such Covered Enhancement Patent Application or Covered Enhancement Issued Patent, as the case may be. If Cryogen accepts such offer within sixty (60) days after CryoCor gives such notice, CryoCor shall assign to Cryogen all of CryoCor’s right, title and interest in such Covered Enhancement Patent Application or Covered Enhancement Issued Patent (subject to an irrevocable, perpetual, royalty-free, exclusive, unrestricted, sublicensable, worldwide license in favor of CryoCor for applications for Licensed Products), at no charge to Cryogen. Following any such assignment, CryoCor may draft, file, maintain, prosecute and defend such assigned Covered Enhancement Patent Application or Covered Enhancement Issued Patent, as the case may be, in it sole discretion. Pending receipt of a response from Cryogen as to whether Cryogen will accept such offer or, if later, the expiration of sixty (60) day period, CryoCor shall use reasonable efforts to extend any deadlines or take such action as may be reasonably required to prevent the abandonment of any such Covered Enhancement Patent Application or forfeiture of any such Covered Enhancement Issued Patent.

4.2 Infringement of CryoCor Enhancements by Third Parties.

(a) Cryogen will promptly notify CryoCor in writing of any apparent infringement, misappropriation or other wrongful exploitation of the CryoCor Enhancements by a third party.

(i) CryoCor shall have the initial right, at its sole cost and expense, to determine whether to bring suit to enjoin such infringement, misappropriation or wrongful exploitation and recover damages therefor. CryoCor will bring such action in its name, at its sole cost and expense, and will take such other action, at its sole cost and expense in connection with the prosecution of such action. Any damages recovered in such action will be payable to CryoCor for its exclusive benefit.

(ii) If CryoCor does not bring any such action as provided in Section 4.2(a)(i) above