LICENSE AGREEMENT

Exhibit 10.13

LICENSE AGREEMENT

This License Agreement, effective upon the date of last signature herein (the “EFFECTIVE DATE”), by and between The Penn State Research Foundation (hereinafter referred to as “PSRF”), a non-profit corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania and having an office at 304 Old Main, University Park, PA 16802, and Spheric Technologies, Inc., a corporation organized under the laws of the State of Arizona (hereinafter referred to as “LICENSEE”), having its principal office at 4708 East Van Buren Street, Phoenix, AZ 85008.

WITNESSETH

WHEREAS, Rustum Roy, Dinesh Agrawal, Jipeng Cheng, Paul Gigl, Shalva Gedevanishvili, Vaidhyanathan Balasubramaniam, and Thomas Shrout, current or former employees of The Pennsylvania State University (the “UNIVERSITY”) have made the following inventions, all filed as The Pennsylvania State University Invention Disclosures and collectively referred to as the “INVENTION”:

WHEREAS, PSRF is dedicated to fostering and advancing scientific research within the Commonwealth of Pennsylvania and, in particular, within the UNIVERSITY and is responsible for developing inventions made by employees of the UNIVERSITY by evaluating invention disclosures, pursuing patents, and pursuing licensing arrangements thereon;

WHEREAS, PSRF is the owner of certain “PATENT RIGHTS” (as defined herein below) relating to INVENTION and has the right to grant licenses under PATENT RIGHTS;

WHEREAS, LICENSEE received and evaluated details of the INVENTION and has notified PSRF that LICENSEE wishes to obtain a license under the PATENT RIGHTS for the commercial development of the INVENTION on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I—DEFINITIONS

For purposes of this License Agreement, the following words and phrases shall have the following meanings:

1.1 “LICENSEE” shall be SPHERIC TECHNOLOGIES, INC.

1.2 “FIELD” shall mean the following:

1.2.1 batch and/or continuous processing by sintering, whereby sintering is accomplished by utilizing microwave energy in air and controlled atmospheres, of green parts prepared from powder metals or metal composites for any application or product; BUT specifically excluding “non-oxide hard and superhard materials produced by microwave sintering and used in the cutting and wear industry’ or “powder metal base coils used for downhole drilling”;

1.2.2 batch and/or continuous processing by sintering, whereby sintering is accomplished by utilizing microwave energy in air and controlled atmospheres, of green parts prepared from alumina for any transparent applications or products;

1.2.3 batch and/or continuous processing by heating of articles composed of monolithic metals, whereby the heating is accomplished by utilizing microwave energy and a thin layer of highly microwave absorbent powder metal material around at least a portion of a container made of microwave transparent material;

1.2.4 batch and/or continuous processing by sintering and/or heating, whereby sintering and/or heating is accomplished by utilizing microwave energy in air and controlled atmospheres to form multilayer electronic devices composed of an electrode layer alternating with a dielectric layer where the electrode consists of either nickel or copper or any alloy of nickel and copper;

1.2.5 batch and/or continuous processing of materials by sintering and/or heating, whereby the sintering and/or heating is accomplished by utilizing microwave energy in air and controlled atmospheres, and in pure electric or magnetic fields as generated by the microwave energy.

1.3 “TERRITORY” shall mean THE WORLD.

1.4 “PATENT RIGHTS” shall mean all of those rights, without limitation as described below:

1.4.1 U.S. Patent No. 6,004,505 issued on December 21, 1999, (related to invention disclosure 95-1521) together with all pending and issued foreign counterparts of such patent filed and prosecuted pursuant to Article 6;

1.4.2 U.S. Patent No. 6,066,290 issued on May 23, 2000, (related to invention disclosure 95-1521).

1.4.3 U.S. Patent No. 6,126,895 issued on October 3, 2000 (related to invention disclosure 95-1521).

1.4.4 U.S. Patent No. 6,183,689 issued on February 6, 2001 (related to invention disclosure 97-1788).

1.4.5 U.S. Patent No. 6,805,835 issued on October 19, 2004 (related to invention disclosure 97-1788).

1.4.6 U.S. Patent No. 6,512,216 issued on January 28, 2003 (related to invention disclosure 98-2042).

1.4.7 U.S. Patent No. 6,365,885 issued on April 2, 2002 (related to invention disclosure 99-2188).

1.4.8 U.S. Patent No. 6,812,441 issued on November 2, 2002 (related to invention disclosure 2000-2328).

1.4.9 U.S. Patent No. 6,610,241 issued on August 26, 2003 (related to invention disclosure 99-2141).

1.5 “LICENSED PRODUCT” shall mean any process, product or part thereof, or use of a product or part thereof, which is covered in whole or in part by at least one unexpired claim of PATENT RIGHTS in the country in which any such process, product or part thereof is made, used, or sold.

1.6 “NET SALES” for LICENSED PRODUCT shall mean: (1) the revenue derived from the sale, lease, transfer or consignment of LICENSED PRODUCT by LICENSEE or AFFILIATE to independent third parties less the following amounts: (i) all normal and customary discounts in the trade (i.e. cash discounts, volume discounts and rebates); and (ii) credits or allowances actually granted upon claims or returns; each determined in accordance with generally accepted accounting principles consistently applied; or (2) the revenue derived from the sales commission, profit, or any other transaction fee collected by LICENSEE or AFFILIATE for the case where a LICENSED PRODUCT is provided by an independent third party that has acquired a sublicense from LICENSEE, to the LICENSEE or AFFILIATE for the sale, lease, transfer, or consignment of LICENSED PRODUCT by LICENSEE or AFFILIATE to other independent third parties.

1.7 “SUBLICENSING REVENUE” shall mean all cash, royalties, sublicensing fees, option fees, maintenance fees, other lump sum payments and all other payments (including equity instruments and/or securities) and the cash equivalent thereof paid or transferred to LICENSEE by each sublicensee of LICENSEE or third party in consideration for license rights and/or technology rights covering manufacturing, marketing, or distribution provided hereunder. LICENSEE shall provide documentation as provided under Article V herein of any such payment(s).

1.8 “AFFILIATE” shall include an organization, the voting equity of which is directly or indirectly controlled by LICENSEE, an organization that directly or indirectly controls the voting equity of LICENSEE, and an organization, the majority of which is directly or indirectly common to the ownership of the LICENSEE. Control for the purposes of this definition shall mean possession (by ownership, contract, or otherwise) of at least fifty percent (50%) of the voting equity of the respective organization.

ARTICLE II—THE LICENSE

2.1 Subject to any preexisting rights, if any, of the Government of the United States created by the use of Government funding, PSRF hereby grants to LICENSEE an exclusive right and license in the TERRITORY for the FIELD, with right to sublicense, to the PATENT RIGHTS numbered 1.4.1 – 1.4.8 in Paragraph 1.4, to the extent not prohibited by other patents, to make, have made, use, lease, and sell LICENSED PRODUCTs for the term set forth herein, unless this License Agreement shall be earlier terminated according to the terms and conditions contained herein.

2.2 Subject to any preexisting rights, if any, of the Government of the United States created by the use of Government funding, PSRF hereby grants to LICENSEE an nonexclusive right and license in the TERRITORY for the FIELD, with right to sublicense, to the PATENT RIGHTS numbered 1.4.9 in Paragraph 1.4, to the extent not prohibited by other patents, to make, have made, use, lease, and sell LICENSED PRODUCTs for the term set forth herein, unless this License Agreement shall be earlier terminated according to the terms and conditions contained herein.

2.3 PSRF reserves the rights for itself and the UNIVERSITY to practice under the PATENT RIGHTS for their own research and educational purposes.

2.4 Certain PATENT RIGHTS resulted from federally-supported research, and their assignment is governed by the applicable provisions of the Federal funding agreements, including the 35 USC Chapter 18 (the “Bayh-Dole Act”), 37 CFR Part 401.

2.5 LICENSEE shall have the exclusive right, at its sole discretion, to sublicense any of the rights, privileges and license granted hereunder during the term of this License Agreement.

2.6 All sublicenses granted by LICENSEE of its rights hereunder shall be subject to the terms of this License Agreement and shall provide for the payment of running royalties hereunder at amounts at least equal to the levels specified for payments by LICENSEE to PSRF in Paragraph 3.2 hereof. However, upon the prior consent of PSRF, LICENSEE may grant a sublicense having running royalties at lower levels, such consent not to be unreasonably withheld or delayed. Sublicensees shall not be permitted to grant any further sublicenses. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Each sublicense agreement granted by LICENSEE shall include an audit right by PSRF of the same scope as provided in Article V hereof with respect to LICENSEE. No such sublicense agreement shall contain any provision which would cause it to extend beyond the term of this License Agreement.

2.7 LICENSEE agrees to forward a copy of any and all sublicense agreements to PSRF promptly after execution thereof, and to forward to PSRF a copy of reports received by LICENSEE from its sublicensees under the sublicenses as shall be pertinent to a royalty accounting under said sublicense agreements.

2.8 LICENSEE shall not receive from sublicensees anything of value in lieu of cash payments in consideration for any sublicense under this License Agreement, without the express prior written permission of PSRF.

2.9 The license rights granted hereunder shall not be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise to any technology owned or controlled by PSRF which is not specifically set forth herein.

2.10 In the event of non-performance or voluntary surrender of any of these PATENT RIGHTS by LICENSEE, PSRF may revert such PATENT RIGHTS as LICENSEE abandons for relicense.

ARTICLE III—PAYMENTS

3.1 In partial consideration of the rights granted by this License Agreement, LICENSEE shall pay to PSRF a non-refundable, License Issue Fee of twenty-five thousand dollars ($25,000.00) payable according to the following schedule:

(a) Ten thousand dollars ($10,000.00) shall be paid by LICENSEE to PSRF eighteen (18) months after the EFFECTIVE DATE of this License Agreement; and

(b) Fifteen thousand dollars ($15,000.00) shall be paid by LICENSEE to PSRF twenty-four (24) months after the EFFECTIVE DATE of this License Agreement.

3.2 In addition to the foregoing License Issue Fee, LICENSEE shall pay PSRF a running royalty of three percent (3%) of NET SALES. Such running royalties shall be payable as provided in Paragraph 3.7.

3.3 In the event that the running royalties paid on NET SALES and SUBLICENSING REVENUE in any calendar year do not reach the minimum amount set out below for such year, LICENSEE shall pay an additional amount with the payment due for the period ending December 31 of such year, so that the total amount paid for such year shall reach such minimum amount:

Such payment of the additional amount shall be made by LICENSEE to PSRF within thirty (30) days after December 31 of each year of this License Agreement.

3.4 In addition to the foregoing fees and running royalties, LICENSEE agrees to pay to PSRF as royalties hereunder for all SUBLICENSING REVENUE according to the following percentages and schedule:

3.5 Payment of the royalties specified in Paragraph 3.2 and 3.4 shall be made by LICENSEE to PSRF within thirty (30) days after June 30 and December 31 of each year during the term of this License Agreement covering the quantity of LICENSED PRODUCTs sold by LICENSEE during the preceding half-year. After termination or expiration of this License Agreement, a final payment shall be made by LICENSEE covering the whole or partial half year. Each payment shall be accompanied by a written statement of NET SALES as described in Paragraph 5.2 hereunder.

3.6 All payments due hereunder are expressed in and shall be paid by check payable in United States of America currency, without deduction of exchange, collection or other charges, to PSRF in University Park, PA or at such other place as PSRF may reasonably designate.

3.7 For converting into United States dollars any payment accrued hereunder in the currency of any other country, the rate of exchange for the purchase of United States dollars with such currency quoted by The Chase Manhattan Bank, New York, New York, on the last business day of the payment period in question shall be used.

3.8 No multiple royalties shall be payable because any LICENSED PRODUCTs, their manufacture, use, lease or sale are or shall be covered by more than one patent application, patent or certificate of registration licensed under this License Agreement.

3.9 All payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of 2% above the prime rate in effect at the Chase Manhattan Bank, New York, New York, on the due date. The payment of such interest shall not foreclose PSRF from exercising any other rights it may have as a consequence of the lateness of any payment.

3.10 LICENSEE’s failure to make payments in accordance with Paragraphs 3.1, 3.2, 3.3, 3.4, 3.5, 3.6 shall constitute a material breach or default and shall be grounds for termination of this License Agreement pursuant to Paragraph 14.3 hereof.

ARTICLE IV—MARKETING EFFORTS

4.1 LICENSEE shall use reasonable efforts, consistent with those typical of a commercial business, to diligently bring one or more LICENSED PRODUCTS in the entire FIELD into the commercial market as soon as practicable and to continue active, diligent marketing efforts for one or more LICENSED PRODUCTS throughout the term of this License Agreement.

4.2 LICENSEE’s failure to perform in accordance with Paragraph 4.1 shall constitute a material breach or default and shall be grounds for termination of this License Agreement pursuant to Paragraph 14.5 hereof. However, if LICENSEE’s failure to perform in accordance with Paragraph 4.1 is due to a lack of commercially available LICENSED PRODUCTS in the entire FIELD as defined herein by Paragraph 1.2, then PSRF and LICENSEE agree to discuss a reduction of the scope of the FIELD. Any reduction of the scope of the FIELD would be implemented by an amendment to this agreement.

4.3 In the event that LICENSEE in its sole discretion decides to market one or more LICENSED PRODUCTs in any country, then LICENSEE shall exert reasonable efforts to have such LICENSED PRODUCTs cleared for marketing by the responsible government agencies of that country requiring such clearance. Should LICENSEE terminate this License Agreement, LICENSEE agrees to assign its full right, title, and interest in and to such market clearance application, including all data relating thereto, to PSRF at no cost to PSRF.

ARTICLE V—REPORTS AND RECORDS

5.1 LICENSEE shall keep and preserve, in accordance with generally accepted accounting principles and procedures, complete and accurate books, records and accounts containing all particulars that may be necessary for the purpose of showing the amounts payable to PSRF hereunder. Said books, records and accounts shall be kept at LICENSEE’s principal place of business or the principal place of business of the appropriate division of LICENSEE to which this License Agreement relates. Said books and supporting data shall be open, upon reasonable notice at all reasonable times and places during business hours for five (5) years following the end of the calendar year to which they pertain, to the inspection of PSRF or its agents for the purpose of verifying LICENSEE’s royalty statement or compliance in other respects with this License Agreement. Should such inspection lead to the discovery of a greater than ten percent (10%)&n