LICENSE AGREEMENT

Exhibit 10.2

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (“Agreement”) is dated as of September 29, 2006 (“Effective Date”), by and between Catalytica Energy Systems, Inc., a Delaware corporation (“CESI”), and Kawasaki Heavy Industries, Ltd., a Japanese corporation (“Kawasaki”).

WHEREAS, CESI and Kawasaki have entered into that certain Asset Purchase Agreement dated simultaneously herewith (“Asset Purchase Agreement”);

WHEREAS, CESI has developed expertise and technology of a catalytic combustion system that incorporates catalytic modules that are utilized to oxidize hydrocarbon fuels in the combustion system of gas turbines;

WHEREAS, Kawasaki desires to obtain from CESI certain patents and technical materials associated with such CESI catalytic combustion system that are necessary or useful in the manufacturing, operation, distribution, sales, and support of such catalytic combustion systems for Small Gas Turbines; and

WHEREAS, CESI desires to grant a license of such patents and technical materials to Kawasaki.

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.                                       Definitions. Capitalized terms not otherwise defined herein shall have the meanings specified in the Asset Purchase Agreement.

1.1.                              “Affiliate” shall have the meaning set forth in the Asset Purchase Agreement.

1.2.                              “Assigned Patents” shall have the meaning set forth in the Asset Purchase Agreement.

1.3.                              “Patents” means patents (including utility models, as well as divisions, reissues, continuations, continuations-in-part, renewals and extensions of any of the foregoing) and provisional and regular applications therefor, and patents which may be issued on such applications.

1.4.                              “SGT Catalytic Module” means a catalytic container module designed for use solely with Small Gas Turbines to reduce the nitrous oxide emissions of such Small Gas Turbines.

1.5.                              “Small Gas Turbines” shall have the meaning set forth in the Asset Purchase Agreement and shall include the term “SGT.”

1.6.                              “Technical Information” means all technical information, know-how, trade secrets, manufacturing techniques, software and other copyrightable works, engineering

1

and other data, drawings, material and process specifications (whether patented or unpatented, whether in written, printed, oral or other form) that are required or reasonably necessary for Kawasaki to continue the manufacturing of SGT Catalytic Modules from and after the Closing Date.

2.                                       License.

2.1.                              Multi-Use Patents. The parties acknowledge that the patents listed in Exhibit A (“Multi-Use Patents” or “Licensed Patents”) are applicable to both Small Gas Turbines and to other products and technologies, including, without limitation, gas turbines that are not Small Gas Turbines. Kawasaki may request in writing from time to time that CESI identify which Multi-Use Patents, if any, that it has decided to abandon, and CESI shall respond in writing to such requests. Subject to the terms and conditions of this Agreement, with respect to any Multi-Use Patents that CESI indicates in any such response that it has decided to abandon (“Abandoned Multi-Use Patents”), CESI shall, upon Kawasaki’s written request, and without additional consideration, assign such Abandoned Multi-Use Patents to Kawasaki. Notwithstanding anything to the contrary, the obligations of CESI under this Section 2.1 (a) shall not apply to any third parties, including, without limitation, any successors or assigns of CESI or any acquirers or other assignees of any Multi-Use Patents, and (b) shall terminate with respect to any Multi-Use Patent upon the acquisition or other transfer of such Multi-Use Patent (including, without limitation, as a result of a voluntary assignment of such Multi-Use Patent to a third party, an acquisition by a third party of CESI assets that include such Multi-Use Patent, or a merger involving CESI).

2.2.                              Licenses.

(a)                                  Patents.  Subject to the terms and conditions of this Agreement, CESI hereby grants to Kawasaki a perpetual, fully paid-up, royalty-free, worldwide, irrevocable license, under the Multi-Use Patents, to make, have made, test, use, sell, offer to sell, import, export, distribute, market, promote, sublicense, create improvements, and commercially exploit SGT Catalytic Modules.

(b)                                 Technical Materials. Subject to the terms and conditions of this Agreement, CESI hereby grants to Kawasaki a perpetual, fully paid-up, royalty-free, worldwide, irrevocable license to:

(i)                                     use, modify, create derivative works of, and reproduce the technical materials listed in Exhibit B (“New Technical Materials”), Technical Information associated with the Multi-Use Patents (the “Multi-Use Technical Information”), and the Technical Information and Xonon Control Algorithms (as such terms are defined in the TDTA) owned by CESI and previously delivered by CESI to Kawasaki pursuant to the TDTA (the New Technical Materials, Multi-Use Technical Information, and such Technical Information and Xonon Control Algorithms, collectively, “Licensed Technical Materials”) as reasonably necessary to design, develop, manufacture, have made, test, use, sell, offer to sell, import, export, distribute, market, promote, sublicense, create improvements, and commercially exploit SGT Catalytic Modules;

2

(ii)                                  distribute the Licensed Technical Materials to Kawasaki’s Affiliates, and sublicense to such Affiliates the rights granted in subsection (i) above;

(iii)                               distribute the Licensed Technical Materials to contractors and consultants of Kawasaki and its Affiliates (collectively, “Kawasaki Contractors”), and sublicense to such contractors and consultants the rights granted in subsection (i) above solely on behalf of Kawasaki and its Affiliates; and

(iv)                              distribute the Licensed Technical Materials to customers and potential customers of SGT Catalytic Modules and associated Small Gas Turbines (collectively, “Kawasaki Customers”) as Kawasaki reasonably deems appropriate in the Small Gas Turbine market, and sublicense to such customers and potential customers the right to use such Licensed Technical Materials in the offering for sale, sale, service and repair of SGT Catalytic Modules and associated Small Gas Turbines.

CESI shall use commercially reasonable efforts to deliver the New Technical Materials to Kawasaki in both hardcopy and in electronic form.

(c)                                  Authorized Users. Kawasaki shall be responsible for compliance by its Affiliates, Kawasaki Contractors and Kawasaki Customers (collectively, “Authorized Users”) with the terms and conditions of Sections 2.2 and 2.3 of this Agreement to the same extent as Kawasaki itself, and any act or omission of any Authorized User shall constitute an act or omission of Kawasaki. Kawasaki and the Authorized Users shall not use or disclose any Licensed Technical Information except as permitted in Section 2.2.

(d)                                 Exclusivity. CESI agrees that Kawasaki’s licenses as to the Licensed Patents and Licensed Technical Materials under Sections 2.2(a) and 2.2(b) shall be EXCLUSIVE to Kawasaki as to SGT Catalytic Modules. CESI agrees that as of the Effective Date, CESI shall have no right to manufacture, make, have made, license, sublicense, distribute, or otherwise commercially exploit the Licensed Technical Materials in connection with any SGT Catalytic Modules without the prior written consent of Kawasaki.

(e)                                  Marking; Requests for Disclosure.  Kawasaki shall (and shall cause its Affiliates and Kawasaki Contractors to) mark substantially permanently and legibly, and shall require the permanent and legible marking of, all SGT Catalytic Modules and related documentation with such patent notice as may be required under Title 35, United States Code or other applicable rules or regulations in foreign jurisdictions.  With respect to the Licensed Patents, Kawasaki shall respond to any request for disclosure under 35 U.S.C. § 287(b)(4)(B) only by notifying CESI of the request for disclosure.

2.3.                              Sublicense Limitations. If Kawasaki grants any sublicense to the Licensed Patents or the Licensed Technical Materials: (A) Kawasaki shall be responsible for compliance by the sublicensee with the terms and conditions of Sections 2.2 and 2.3 of this Agreement to the same extent as Kawasaki itself, (B) any act or omission of a sublicensee shall constitute an act or omission of Kawasaki, and (C) each sublicensee shall agree in writing that it is subject to the terms and conditions of Sections 2.2 and 2.3 of this Agreement (without the right to further sublicense), and that CESI shall be third party beneficiary of each such sublicense as necessary

3

to enforce its rights in the Licensed Patents and Licensed Technical Materials. Notwithstanding subsection (C) to the contrary, Kawasaki shall have the right to include in its specifications sheets, product data sheets, support manuals and other marketing, sales and support materials for SGT Catalytic Modules any Licensed Technical Materials that are customarily included in such materials, without entering into any writing with the recipients of such materials.

2.4.                              No Implied Rights. Each party hereby retains all rights not expressly granted by this Agreement.  Each party hereby disclaims any and all implied licenses, rights and obligations, including any licenses, rights or obligations that may be deemed granted by this Agreement or the activities of the parties hereunder.

3.                                       Xonon Trademark.

3.1.                              License. During the term of this Agreement, subject to the terms and conditions of this Agreement, CESI hereby grants to Kawasaki the EXCLUSIVE right to use the marks listed in Exhibit C (the “CESI Trademarks”) on and in relation to its sale of the SGT Catalytic Modules.  Kawasaki shall have the right to sublicense the foregoing right to its Affiliates and contractors; provided that (a) Kawasaki shall be responsible for compliance by its sublicensees with the terms and conditions of Section 3 of this Agreement to the same extent as Kawasaki itself, (b) any act or omission of any sublicensee shall constitute an act or omission of Kawasaki, and (c) each sublicensee shall agree in writing that it is subject to the terms and conditions of Section 3 of this Agreement and that CESI shall have a right of action against the sublicensee as necessary to enforce the terms and conditions of this Section 3.  Nothing in this Agreement requires Kawasaki to use any CESI Trademarks.

3.2.                              Quality Control.

(a)                                  Kawasaki shall ensure that all use of the CESI Trademarks shall be in accordance with the reasonable instructions and guidelines of CESI as provided to Kawasaki from time to time.

(b)                                 All SGT Catalytic Modules that are marked using a CESI Trademark and are manufactured by Kawasaki or any of its sublicensees (“Marked Modules”) shall be of such quality as will, in CESI’s reasonable judgment, protect and enhance the goodwill, image and reputation adhering to the CESI Trademarks. Kawasaki shall cooperate reasonably with CESI in enabling CESI to ascertain that the Marked Modules meet CESI’s quality standards.  Such cooperation shall include, without limitation, upon CESI’s written request, providing CESI with communications from third parties regarding the quality of the Marked Modules, and upon at least ten (10) days prior written notice, providing CESI with access to the Marked Module packaging and distribution facilities during normal business hours for reasonable inspection by CESI.

(c)                                  From time to time and upon CESI’s written request, Kawasaki shall submit to CESI samples of all materials bearing any CESI Trademark, including, without limitation, any advertising, packaging and other publicly disseminated materials. If CESI discovers any improper use of any CESI Trademark on any such submission and delivers a

4

writing describing in detail the improper use to Kawasaki, Kawasaki shall promptly remedy the improper use.

3.3.                              Protection of Mark.

(a)                                  Kawasaki shall conduct its business associated with Marked Modules in a manner that will reflect positively on the CESI Trademarks.

(b)                                 Kawasaki shall use the CESI Trademarks in a manner that does not derogate CESI’s rights in the CESI Trademarks or the value of the CESI Trademarks, and shall take no action that would interfere with, diminish or tarnish those rights or value.

(c)                                  On each product, document, advertisement or other material on which Kawasaki uses a CESI Trademark, Kawasaki shall mark the first prominent use of the CESI Trademark with a “™” or “®” trademark legend, as applicable, and include a trademark notice in a form reading, “[CESI Trademark] is a trademark of Catalytica Energy Systems, Incorporated” at least once on such document, advertisement or other material.

(d)                                 Kawasaki shall not use as its own any service mark, service name, trade name or trademark confusingly similar to any CESI Trademark.

(e)                                  Kawasaki shall reasonably cooperate with CESI’s preparation and filing of any applications, renewals or other documentation necessary or useful to protect CESI’s intellectual property rights in the CESI Trademarks. Kawasaki shall not register any CESI Trademark without CESI’s express prior written consent, and CESI shall retain the exclusive right to apply for and obtain registrations for the CESI Trademarks throughout the world.

(f)                                    Kawasaki shall notify CESI promptly of any actual or threatened infringements, imitations or unauthorized uses of any CESI Trademark of which Kawasaki becomes aware.

(g)                                 Kawasaki shall not challenge the validity of any CESI Trademark, CESI’s ownership of any CESI Trademark, or the enforceability of CESI’s rights therein.

3.4.                              License Termination. CESI may terminate the license granted to Kawasaki in Section 3.1, and all sublicenses granted thereunder, upon any breach of Section 3 by Kawasaki or any of its sublicensees if such breach is not cured within thirty (30) days of CESI notifying Kawasaki of such breach.

3.5.                              Reservation of Rights. All rights of CESI in and to the CESI Trademarks not expressly granted under Section 3.1 are reserved by CESI. Kawasaki shall not, and shall have no right to, reproduce or use (or authorize the reproduction or use of) any CESI Trademark in any manner whatsoever other than as expressly authorized by Section 3.1.  All use of the CESI Trademarks by Kawasaki and its sublicensees, and all goodwill associated with such use, shall inure to the benefit of CESI.

5

4.                                       Training. In consideration of the Training Fee (defined below), CESI agrees to provide the training services described on Exhibit D to Kawasaki, its Affiliates, and its and their subcontractors or sublicensees (including, without limitation, Tanaka Kikinzoku Kogyo K.K.).

5.                                       Purchase Price. As consideration of the assignment, license, and training described in this Agreement, Kawasaki agrees to pay CESI, as part of the Purchase Price provided under the Asset Purchase Agreement, a one time payment as allocated in the Asset Purchase Agreement.

6.                                       Disclaimer of Warranties. The Asset Purchase Agreement sets forth all of the representations and warranties made by the parties in connection with this Agreement. Except as otherwise set forth in the Asset Purchase Agreement, neither party makes any representations or warranties in connection with the Assigned Patents, Multi-Use Patents, Licensed Technical Materials or any other aspects of this Agreement, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, or any warranties that may arise from course of performance, course of dealing or usage of trade.

7.                                       Limitation of Liability.

7.1.                              NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR LIABILITY FOR INFRINGEMENT, MISAPPROPRIATION OR OTHER UNAUTHORIZED USE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, OR ANY LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR OTHERWISE), EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

7.2.                              Each party’s liability arising out of or in connection with this Agreement shall be subject to the limits set forth in Section 8.5 of the Asset Purchase Agreement.

8.                                       Confidentiality.  The terms and conditions of Section 6.6 and 6.13 of the Asset Purchase Agreement shall apply to this Agreement and the terms and conditions hereof.

9.                                       Waiver.  The waiver by either party of a breach of any provision of this Agreement by the other party will operate or be construed as a waiver of any other or subsequent breach by the other party.  No failure or delay by either party in exercising any right, remedy, power or privilege hereunder, nor any single or partial exercise thereof, shall operate as a waiver of any right, remedy, power or privilege hereunder.

10.                                 Severability.  If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will remain in full force.

6

11.                                 Governing Law.  This Agreement, and all the rights and duties of the parties arising out of, in connection with, or relating in any way to the subject matter of this Agreement or the transactions contemplated by it, shall be governed by, construed, and enforced in accordance with the laws of the State of California (excluding its conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction).  Any suit or proceeding hereunder shall be brought exclusively in the United States District Court for the Northern District of California and state courts located in Santa Clara County, California. Each party consents to the personal jurisdiction of such courts and waives any objection that such courts are an inconvenient forum.

12.                                 Injunctive Relief. Each party acknowledges that a breach of its obligations under this Agreement would cause the other party irreparable damage. Accordingly, each party agrees that in the event of such breach or threatened breach by the other party, in addition to remedies at law, the non-breaching party shall have the right to injunctive or other equitable relief to prevent violations by the breaching party of the terms and conditions of this Agreement, without the necessity of posting bond or other security.

13.                                 Assignment. Neither party shall, or shall have the right to, assign, delegate or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.  Any purported assignment, delegation or other transfer made in contravention of this Section shall be null and void for all purposes. Notwithstanding the foregoing, (a) either party may assign this Agreement to any Affiliate or third party that acquires all or substantially all of such party’s assets, (b) CESI may assign this Agreement to any Affiliate or third party that acquires all or substantially all of the intellectual property rights licensed to Kawasaki under this Agreement, and (c) Kawasaki may assign this Agreement to any Affiliate, or third party that acquires all or substantially all of its Small Gas Turbine business and assets.

14.                                 Entire Agreement.  This Agreement, together with the Asset Purchase Agreement, including all Exhibits to any of the foregoing, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.  This Agreement may be amended or modified only with the written consent of both Kawasaki and CESI.  No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

7

In WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized representatives.

8

EXHIBIT A

MULTI-USE PATENTS

A-1

A-2

A-3

EXHIBIT B

NEW TECHNICAL MATERIALS

B-1

B-2

B-3

EXHIBIT C

CESI TRADEMARKS

XONON

COOL COMBUSTION

XONON COOL COMBUSION

C-1