CONSOLIDATION AND LICENSE AGREEMENT

Exhibit 10.8

Execution Copy

CONSOLIDATION AND LICENSE AGREEMENT

between

MARATHON OIL COMPANY

and

SYNTROLEUM CORPORATION

dated as of January 16, 2007

Execution Copy

CONSOLIDATION AND LICENSE AGREEMENT

This CONSOLIDATION AND LICENSE AGREEMENT (this " Agreement ") is made and entered into this 16th day of January, 2007 (the " Effective Date "), by and between Marathon Oil Company (" Marathon "), an Ohio corporation, and Syntroleum Corporation, a Delaware corporation (" Syntroleum ") (each, a " Party ", and collectively, the " Parties ").

RECITALS

WHEREAS, Marathon and Syntroleum are parties to the Existing Agreements (as defined below), pursuant to which, among other things, (i) Syntroleum granted to Marathon a non-exclusive right and license to use Syntroleum’s proprietary technology to design, construct, operate and maintain one or more plants, and (ii) Syntroleum and Marathon entered into certain confidentiality undertakings; and

WHEREAS, pursuant to the terms and conditions of this Agreement, Marathon and Syntroleum desire to terminate the Existing Agreements, to release each other from any claims under the Existing Agreements, and to enter into certain new undertakings to govern their future relationship.

NOW, THEREFORE, in consideration of mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1. General . As used herein, the following terms have the following meanings. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Exhibits hereto:

" Affiliate " means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with, such Party. For purposes of this definition, "control" means the power to direct the management and affairs of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. In the case of a corporation, the direct or indirect ownership of fifty percent (50%) or more of its outstanding voting shares shall in any case be deemed to confer control, provided that, the direct or indirect ownership of a lower percentage of such securities shall not necessarily preclude the existence of control.

" Competitor " has the meaning set forth in Exhibit E.

" Confidential Information " of a Party means any and all information prominently labeled as such by such Party that (i) has independent economic value by reason of the fact that it is not generally known to the relevant public and that has been the subject of reasonable measures to maintain confidentiality, and (ii) was disclosed by such Party to the other Party in performing under the Existing Agreements or is disclosed by such Party to the other Party in performing under this Agreement.

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" EPC Contract " means the contract under which Marathon or a Project Company engages an EPC contractor to carry out the detailed engineering design, procurement, construction and/or commissioning of a Licensed Plant.

" Existing Agreements " means the agreements listed in Exhibit A hereto.

" Inventions or Improvements " means improvements, additions, modifications, enhancements, derivative works, or changes to Syntroleum Technology.

" Licensed Plant " means any Fischer-Tropsch plant, whether the feedstock of such plant is natural gas, coal, petroleum, petroleum-coke, or other feedstock, whether air- or oxygen-based, land- or marine-based, or based on cobalt catalysts (including modification, expansion or replacement thereof), in which Marathon (or its successor) or an Affiliate has a working, net profits, equity, or other economic interest, provided that, a Licensed Plant may not utilize biomass or municipal waste as a feedstock.

" Licensed Territory " means all the countries of the world and their respective territorial seas, except for the People’s Republic of China, and India and their respective territorial seas.

" Listed Confidential Information " means any of the following that comprises Confidential Information of Syntroleum:

• • • (a) Mass and Energy Balance

      (b) Process Flow Diagrams

      (c) Stream Summaries (Component Set = H ₂ O, H ₂ , N ₂ , CO, O ₂ , Ar, CO ₂ , C ₁ , C ₂ , C ₃ , C ₄ , C ₅ —C ₉ , C ₁₀ —C ₂₀ , C ₂₁ +)

      (d) Process Descriptions

" Lubricants " means (a) automotive lubricating oils such as PCMO, HIDD, transmission and hydraulic fluids, and gear oils; (b) industrial lubricants such as metalworking lubricants, process oils, white oils, agricultural spray oils, de-foamers, cutting and quenching oils, and rubber processing oils; (c) greases; (d) drilling fluids; or (e) any other specialty product.

" Marathon Group " means Marathon, its Affiliates, and their respective Personnel. The Marathon Group shall include James P. Wick.

" Person " means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or any other entity.

" Personnel " means officers, directors, employees, subcontractors, consultants, lenders, insurers, underwriters, representatives and agents.

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" Process Design Package " means a compilation of text, figures, drawings and documentation, relating to the design and construction of a Licensed Plant and prepared in accordance with standard industry practices.

" Products " means any and all products and/or compositions of any type, including, but not limited to: (i) Fischer-Tropsch waxes and other intermediate products; and (ii) finished hydrocarbon fuels or products, hydrocarbons consumed as fuel, or fuel blending stocks, in each case, processed from Synthetic Crude, including, but not limited to, diesel, kerosene, gasoline, and naphtha, waxes, chemicals, Lubricants, or any other specialty hydrocarbon products.

" Project Company " means any Person that is developing or operating a Licensed Plant in which Marathon (or its successor) or an Affiliate has at least a ten percent (10%) working, net profits, equity, or other economic interest on the start-up date of the Licensed Plant.

" Synthetic Crude " means those hydrocarbons, having a chemical composition substantially consisting of molecules with five (5) or more carbon atoms each, produced using a Fischer-Tropsch conversion process.

" Syntroleum Group " means Syntroleum, its Affiliates, and their respective Personnel.

" Syntroleum Technology " has the meaning set forth in Exhibit C.

ARTICLE 2

TERMINATION AND RELEASE

Section 2.1. Termination of Existing Agreements . The Parties acknowledge and agree that, as of the Effective Date, each of the Existing Agreements is hereby terminated in its entirety. Each Party hereby waives any provisions of any of the Existing Agreements that survives the termination thereof in accordance with its terms. Neither the Marathon Group nor the Syntroleum Group shall have any further rights or obligations of any kind under the Existing Agreements.

Section 2.2. Forgiveness of Loan . Without limiting the generality of Section 2.1, Marathon acknowledges that no payment of either principal or interest under the Secured Promissory Notes shall hereafter be due from Syntroleum to Marathon, either of cash or Syntroleum shares. Following the Effective Date, Marathon shall (i) deliver an original of the Secured Promissory Notes conspicuously marked "cancelled" or "terminated", and (ii) use reasonable efforts to release any surviving liens and mortgage on Syntroleum assets established as security for repayment of the obligations under the Secured Promissory Notes within forty-five (45) days of the Effective Date.

Section 2.3. Syntroleum Release . Syntroleum and the Syntroleum Group hereby release and forever relinquish, surrender, waive, bargain away, acquit, exonerate and discharge Marathon and each member of the Marathon Group from any and all causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims,

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demands, damages, losses, costs or expenses, of any kind or nature whatsoever, known or unknown, fixed or contingent, based on any act or omission of any member of the Marathon Group from the beginning of time to the date of this Agreement that they may now have or may hereafter have against the Marathon Group including, but not limited to, any claims arising out of or relating to the Existing Agreements.

Section 2.4. Marathon Release . Marathon and the Marathon Group hereby release and forever relinquish, surrender, waive, bargain away, acquit, exonerate and discharge Syntroleum and each member of the Syntroleum Group from any and all causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any kind or nature whatsoever, known or unknown, fixed or contingent, based on any act or omission of any of the Syntroleum Group from the beginning of time to the date of this Agreement that they may now have or may hereafter have against the Syntroleum Group including, but not limited to, any claims arising out of or relating to the Existing Agreements.

Section 2.5. Release . No Party shall assert any claim arising under or related to the Existing Agreements and the Parties agree that this provision is an absolute defense to any such claim.

Section 2.6. Payments . In consideration of the foregoing and the rights and licenses granted hereunder, (i) on or before December 1, 2008, Syntroleum shall pay to Marathon the amount of Three-Million U.S. Dollars ($3,000,000) in immediately available funds, and (ii) on or before December 1, 2009, Syntroleum shall pay to Marathon the amount of Three-Million U.S. Dollars ($3,000,000) in immediately available funds, for a total of Six Million U.S. Dollars ($6,000,000).

ARTICLE 3

LICENSE GRANT

Section 3.1. License Grant. Subject to the terms and conditions of this Agreement, Syntroleum grants to Marathon and its Affiliates a non-exclusive, non-transferable (except as provided in Section 13.3) right and license to use the Syntroleum Technology to (i) design, purchase, construct, operate, maintain, modify, replace, and expand Licensed Plants throughout the Licensed Territory, (ii) to practice the Syntroleum Technology in Licensed Plants, (iii) to make intermediate streams, by-products, and Synthetic Crude in Licensed Plants, (iv) to use (including further process and/or consume), and/or sell such intermediate streams, by-products and Synthetic Crude, (v) to produce, use, and/or sell Products throughout the world, and (vi) to use the Syntroleum Technology for any purpose not prohibited hereunder within the Licensed Territory.

Section 3.2. Marathon Grant for R&D . Subject to the terms and conditions of this Agreement, including Section 8.5, Syntroleum grants to Marathon and its Affiliates a worldwide non-exclusive, non-transferable (except as provided in Section 13.3) right and license to use the Syntroleum Technology within the Licensed Territory (i) to perform research and development of Fischer Tropsch technology, including, but not limited to, the research and

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development of Fischer-Tropsch Reactors, Fischer-Tropsch Reaction, Fischer-Tropsch wax separation and filtration, Fischer-Tropsch Catalyst fines removal from Fischer-Tropsch wax, Fischer-Tropsch Catalyst regeneration, product separation, Fischer-Tropsch slurry transport, (ii) to develop Inventions and Improvements to the Syntroleum ATR Process and FT Conversion Process, and (iii) subject to ARTICLE 10, to develop Fischer-Tropsch technology or Fischer-Tropsch plants, either alone or with third parties (" Development Partners "), whether air- or oxygen-based, land- or marine-based, or based on cobalt catalysts, using Syntroleum Technology.

Section 3.3. Independent Design and Development . Without limiting the generality of Section 3.1 and Section 3.2, and subject to the confidentiality provisions in this Agreement, Syntroleum acknowledges that Marathon shall have the right to conduct research and development on Fischer-Tropsch reactors, Fischer-Tropsch catalysts, Fischer-Tropsch reaction, Fischer-Tropsch conversion processes, and ATR processes independently, by itself or with third parties. Marathon shall have the right to contract directly with reactor vendors selected at the sole discretion of Marathon, on terms and conditions to be determined at the sole discretion of Marathon and such reactor vendors, for the engineering and fabrication of ATR reactors and Fischer-Tropsch Reactors for any Licensed Plant, whether or not such Licensed Plant utilizes Syntroleum Technology, on terms and conditions to be determined at the sole discretion of Marathon and such reactor vendor.

Section 3.4. Sublicensing/Performance Responsibility . Marathon shall have the right to grant sublicenses of the rights granted under Section 3.1 solely to Project Companies, provided that all sublicenses of the rights granted hereunder shall be in writing and shall include provisions consistent with the terms and conditions of this Agreement. Marathon shall cause all sublicensees to fully comply with the terms and conditions of this Agreement. Marathon shall remain responsible for the acts and omissions of all Affiliates of Marathon, Project Companies and Development Partners in connection with this Agreement, including the payment of License Fees in accordance with Section 6.1.

Section 3.5. Project Technology . Notwithstanding Section 11.7, Marathon, shall have the right to retain and use Confidential Information pertaining to and including "Project Technology" as defined and used in the Participation Agreement (the " Project Technology "). Syntroleum hereby grants to Marathon and its Affiliates a worldwide, non-exclusive, irrevocable, royalty-free, license to use and to improve all Project Technology of Syntroleum and intellectual property rights therein arising from, or made available to Marathon under, the Participation Agreement related to the operation or maintenance of Fischer Tropsch plants. The right granted under this Section shall include the right of Marathon and its Affiliates to license or sublicense such rights to owners, developers or interested parties of Fischer-Tropsch gas-to-liquids projects. Any Project Technology of Syntroleum and intellectual property rights therein arising from, or made available to Marathon under, the Participation Agreement related to the design of Fischer Tropsch plants shall be included in Syntroleum Technology hereunder.

Section 3.6. Limitation as to Products . Marathon acknowledges that the license granted under Section 3.1 is to Syntroleum Technology only, and shall not include any Syntroleum product upgrade or Syntroleum Lubricant manufacture technology used to produce end products, including Products, from Synthetic Crude. Nothing in this Agreement shall limit

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the right of Marathon to produce any Products, including Lubricants, from Synthetic Crude produced using Syntroleum Technology, provided that, it shall be the sole obligation of Marathon to obtain rights to any product upgrade technology selected by Marathon to produce Products.

Section 3.7. Third Party Rights . During the term of this Agreement, Syntroleum shall reasonably cooperate with Marathon to identify any third party intellectual property rights that may be material to use of the Syntroleum Technology or infringed by use of the Syntroleum Technology as contemplated hereunder.

Section 3.8. Patent License . Marathon grants to Syntroleum a non-exclusive, irrevocable, royalty-free, worldwide right and license under U.S. Patent Nos. 5,733,941; 5,861,441; 6,313,361 B1; 6,201,029 B1; and 6,130,259, together with any continuations, reexaminations or renewals thereof (the " Licensed Patents "), to make, have made, use, and practice the FT Conversion Process, and to sublicense the foregoing to Syntroleum licensees of the FT Conversion Process. The foregoing does not in any way limit Marathon’s right to use and/or license the technology described in the Licensed Patents, and Marathon hereby retains all rights thereto. On the request of Syntroleum no more than once per year, Marathon shall notify Syntroleum if Marathon has determined to discontinue paying the maintenance fees on one or more of the Licensed Patents. Following such notification, on the request of Syntroleum Marathon shall offer to transfer and assign the same to Syntroleum, subject to the further negotiations of the Parties at the time of said transfer.

ARTICLE 4

SUPPORT

Section 4.1. No Syntroleum Support Commitment . Except as provided in this ARTICLE 4 and ARTICLE 7, Marathon acknowledges that Syntroleum shall have no support obligations with respect to the Syntroleum Technology, provided that Syntroleum shall not unreasonably withhold consent to any support requested under this ARTICLE 4 and ARTICLE 7. Except as expressly provided herein, Syntroleum shall provide any such support at its then-standard billing rates and costs. Any support under this ARTICLE 4 and ARTICLE 7 shall be subject to any resource constraints and availability of Syntroleum Personnel at the time the support is requested, and Marathon acknowledges that lack of adequate Syntroleum resources at the time a request for support is received hereunder shall be considered reasonable grounds for denial or reduction of the level of support by Syntroleum. The foregoing shall not apply to any fully-supported license that Marathon may obtain in accordance with ARTICLE 7.

Section 4.2. Commercial/Research Support. Syntroleum shall provide reasonable support to Marathon in its efforts to competitively secure project opportunities using Syntroleum Technology throughout the Licensed Territory. Syntroleum shall provide support to Marathon on an as-needed basis in support of designing, constructing and/or operating Licensed Plants using Syntroleum Technology.

Section 4.3. Cooperation with Other Marathon Technology Providers . On the request of Marathon, Syntroleum shall reasonably cooperate with third party providers to Marathon of portions of Fischer Tropsch technology to ensure that all process components and Syntroleum Technology utilized by Marathon are effectively integrated.

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Section 4.4. Process Design Package . Marathon shall have the right to obtain a Process Design Package for any Licensed Plant using Syntroleum Technology from a third party (a " Third Party PDP Provider ") in its sole discretion, and Marathon is under no obligation to request a Process Design Package from Syntroleum. In the event that Marathon, elects to engage a Third Party PDP Provider to prepare such a Process Design Package, no fee or percentage markup shall be due Syntroleum for such Process Design Package. Syntroleum shall fully cooperate with Marathon and such Third Party PDP Provider in preparing such Process Design Package.

Section 4.5. Syntroleum Process Design Package . Upon the request of Marathon, Syntroleum shall provide Marathon with a Process Design Package for any Licensed Plant using Syntroleum Technology pursuant to a procurement agreement as mutually agreed by the Parties. Syntroleum’s fee for the Process Design Package shall be invoiced by Syntroleum to Marathon in accordance with the terms of such procurement agreement.

Section 4.6. Syntroleum Inventions and Improvements . Syntroleum shall have no ongoing obligation to disclose to Marathon any Syntroleum Inventions or Improvements. Any Syntroleum Inventions or Improvements shall be exclusively owned by Syntroleum. Except as expressly provided herein, nothing herein shall be construed as obligating Syntroleum to license to Marathon any Syntroleum Inventions or Improvements. In the event Syntroleum discloses any Inventions and Improvements to Marathon, such Inventions and Improvements shall be considered within the scope of the Syntroleum Technology.

Section 4.7. Disclosure of Marathon Inventions and Improvements . Marathon shall have no ongoing obligation to disclose to Syntroleum any Marathon Inventions and Improvements. Any Marathon Inventions or Improvements shall be exclusively owned by Marathon. Marathon may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Marathon, to protect its rights in such Inventions or Improvements. Nothing herein shall be construed as obligating Marathon to license back to Syntroleum any Marathon Inventions or Improvements.

ARTICLE 5

CATALYST-RELATED MATTERS

Section 5.1. Certain Limitations on James P. Wick . The Parties acknowledge that James P. Wick (" Wick ") is, together with Marathon and Syntroleum, a party to the Red-Hat Agreement, which agreement is included in the Existing Agreements and terminated hereunder. Subject to the exceptions set forth in Section 10.3, following the Effective Date, Wick shall make no use whatsoever, and shall not disclose to any person, any information received by Wick that was covered by the Red-Hat Agreement (" Red-Hat Information "). Following the Effective Date and for a period of five (5) years thereafter (as modified in accordance with this Section 5.1, the

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" Blackout Period "), Wick shall not participate in the development of cobalt-based Fischer-Tropsch catalysts. The foregoing shall not restrict Wick from (i) evaluating or participating in the evaluation of Fischer-Tropsch catalysts, whether or not cobalt-based, for use in air-based or oxygen-based Fischer Tropsch processes, or (ii) otherwise working on projects involving Fischer Tropsch catalysts or processes. Syntroleum shall advise Marathon if Syntroleum adopts restrictions on any of its employees hired following the Effective Date that have access to such information that are less stringent than the foregoing, which restrictions shall thereafter apply to this Agreement. Syntroleum agrees that any cause of action it might have resulting from Wick’s performance on behalf of Marathon under the Red Hat Agreement, or under this Agreement, shall be solely against Marathon.

Section 5.2. Wick Development Election . During the Blackout Period, Marathon may elect, on written notice to Syntroleum, to have Wick participate in the development of cobalt-based Fischer-Tropsch catalysts for use in Fischer Tropsch gas-to-liquids processes. Following such election, Wick shall have the right to participate in the development of Fischer-Tropsch catalysts for use in Fischer Tropsch gas-to-liquids processes, whether air- or oxygen-based, land- or marine-based, or based on cobalt catalysts, and shall have the right to use the Red-Hat Information in connection therewith. Subject to Section 6.1, to the extent applicable, Marathon shall have the right to manufacture, have manufactured, and use in Licensed Plants any catalysts in which Wick participated in the development in accordance with this Section 5.2.

Section 5.3. Catalyst R&D . Without limiting Section 5.1 and Section 5.2, Syntroleum acknowledges that Marathon shall have the right to conduct research and development on Fischer-Tropsch Catalysts, provided that, research and development on Syntroleum’s Fischer-Tropsch Catalysts shall be limited by the provisions of Section 5.2.

Section 5.4. No Catalyst Purchase Obligation . Syntroleum acknowledges that Marathon shall have no obligation to purchase Fischer-Tropsch Catalysts from Syntroleum, or to use Syntroleum Fischer-Tropsch Catalysts in any Licensed Plant. Marathon may select the Fischer-Tropsch Catalysts for use in a Licensed Plant in its sole discretion with no markup or payment to Syntroleum for such catalyst, and Marathon shall have the right to negotiate manufacturing and other terms and conditions directly with any catalyst manufacturer selected by Marathon on terms and conditions to be determined in its sole discretion.

ARTICLE 6

LICENSE FEES

Section 6.1. License Fees. Marathon shall pay to Syntroleum license fees for each Licensed Plant (" License Fees ") in accordance with the License Fee calculation attached as Exhibit B. Marathon shall have the right to increase or reduce the capacity of any Licensed Plant, move any Licensed Plant to a different location within the Licensed Territory, or otherwise modify any Licensed Plant, including by adding additional Fischer-Tropsch Reactor trains, at its sole discretion. For the avoidance of doubt, if a Licensed Plant is based on third-party technology, no License Fees shall be due hereunder.

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Section 6.2. Payments . All amounts payable under this Agreement shall be paid in U.S. Dollars at the applicable Party’s corporate address or to another address specified by such Party in writing, or to an account at a bank specified by such Party in writing.

Section 6.3. Taxes . In the event Marathon is required to withhold any taxes from amounts payable to Syntroleum under this Agreement, Marathon shall provide Syntroleum at the time of such withholding with a receipt or other evidence reflecting the deposit of such taxes with the appropriate governmental agency.

Section 6.4. Audits .