ex104.htm


    Exhibit 10.4

     

     

    
      	
               
      

            	
              Office
      of Technology Transfer 

              Nila
      Bhakuni, Director

            


    

     

    November
5, 2009

     

    Mr.
Stephen B. Squires President and CEO

    Solterra
Renewable Technologies, Inc.

    7700
South River Parkway Tempe, Arizona 85284

     

    RE:
Second Amendment to License Agreement between Solterra Renewable Technologies,
Inc., and William Marsh Rice University (Agreement #OTT LA
09-1-001)

     

    Dear
Steve:

     

    This
letter confirms our understanding and agreement to amend the license agreement
dated August 20, 2008, between Solterra Renewable Technologies, Inc., and
William Marsh Rice University, and amended October 2, 2008, as
follows:

     

    SECTION
12 (Notices) is amended to reflect Solterra's new address, as follows: If Licensee:

     

    
      	
              Attn:

            	
              Stephen
      B. Squires

              Solterra
      Renewable Technologies, Inc. 7700 South River Parkway

              Tempe,
      Arizona 85284

              Phone:714-701-8779

              Fax:480-452-1743

            


    

    
    

    
    

     

    EXHIBIT B (Company
Diligence Milestones) is deleted in its entirety and is replaced with the
Amended EXHIBIT B which is attached.

     

    All other
provisions of the License Agreement and amendment of October 2, 2008, shall
remain in full force and effect.

     

     

    E-mail:
bhakuni@rice.edu I Office: 713-348-6231 I Fax: 713-348-6289 I
Rice University Office of Technology Transfer–MS 705, P.O. Box 1892, Houston,
Texas 77251-1892

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Please
indicate your agreement to amend the License Agreement as set forth above,
effective November 5, 2009, by signing where indicated below and returning a
copy to my attention.

     

    
       

      
        
          	 	
                  Sincerely,

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Nila
      Bhakuni	 
	 	 	Nila
      Bhakuni	 
	 	 	 	 
	 	 	 	 


        

      

    

     

     

     

    Agreed
and accepted:

     

     

    
      /s/ Stephen B.
Squire

    

    Stephen
B. Squire

    President
and CEO

    Solterra
Renewable Technologies, Inc.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDED
EXHIBIT B

    Company
Diligence Milestones

     

    Licensee
shall use best efforts to develop Rice Licensed Products and to introduce Rice
Licensed Products into the commercial market; thereafter, Licensee shall make
Rice Licensed Produces reasonably available to the public. Specifically,
Licensee shall fulfill the following obligations:

     

    
      (a) Licensee shall submit a business plan and/or a technology
development to Rice prior to the Effective Date of this Agreement

       

      (b) Licensee shall acquire $2,750,000 (two million seven hundred and fifty
thousand dollars) in initial funding according to the following plan:

       

    

    
      (i)  A
first installment of $1,500,000 (one million five hundred thousand dollars)
shall be received by November 5th, 2008.

       

    

    
      (ii)  A
second cumulative installment of $1,250,000 (one million two hundred fifty
thousand dollars) shall be received by March 31, 2010.

    

     

    (c) Licensee shall be current with all payments of patent expenses due
Rice under Section 4 of the License Agreement by November 15, 2009.

     

    
      
        (d) Licensee
shall fund $79,930 (seventy-nine thousand nine hundred thirty thousand dollars)
(in direct costs) of sponsored research with Professor Michael Wong by October
31, 2008 and be current with all direct costs due Rice under this agreement by
November 30, 2009, and all payments, including overhead, by December 31,
2009.

      

    

     

    (e) Following the successful completion of the sponsored research goals
with Michael Wong, Licensee shall demonstrate the scalability of the quantum dot
production technology by January 31, 2010.

     

    (f) Licensee shall establish a QD production pilot plant capable of
producing 1000 g/week by June 30, 2010.

     

    (g) Licensee shall start up a full scale QD production plant by June 30,
2010. 

     

    
      (h) Licensee
shall demonstrate a working model of a thin film quantum dot solar cell product
using Rice Intellectual Property by April 30, 2010. This working model shall
achieve 6% efficiency at a manufactured cell cost of <$1.50/Watt, and have a
consumer warranty regarding product lifetime performance comparable to existing
photovoltaics.

    

     

    (i) Licensee shall receive an additional investment commitment of at least
$1,000,000 (one million) dollars by June 30, 2010.

     

    (j) Licensee shall bring a 10MW capacity solar cell pilot production line
on-stream by December 31, 2010.

     

    (k) Licensee shall offer for sale solar cells incorporating a Rice Licensed
Product on or before August 30, 2010.

     

    (l) Licensee shall bring a 100 Megawatt volume production facility for
solar cells on stream by February 28, 2012.

     

    (m) Licensee shall offer for sale quantum dots manufacture with Rice
Patents for electronic or medical applications on or before February 28,
2010.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
 

       

      Office of Technology Transfer

      Nita
Bhakuni, Director

       

      November
9, 2009

       

      Mr.
Stephen B. Squires

      President
and CEO

      Solterra
Renewable Technologies, Inc.
7700 South River Parkway

      Tempe,
Arizona 85284

       

      RE:
License Agreement between Solterra Renewable
Technologies, Inc., and William Marsh Rice University (Agreement #OTT LA
09-1-001)

       

      Dear
Steve:

       

      This
letter is to memorialize our verbal agreement related to Article 5.4 of the
subject license agreement as it relates to Solterra's current financial
situation.

       

      Due to
unforeseen circumstances and the current global economic climate, Solterra's
ability to secure additional investments has been adversely affected and certain
financial obligations of the company have been deferred. As Solterra is working
diligently to secure additional investment to remedy its current financial
situation, Rice hereby agrees not to assert its termination rights under Article
5.4 of the License Agreement from the date of this notice through December 30,
2009, provided, however, that Solterra keeps Rice apprised of its progress and
is compliant with all other terms and conditions of the subject License
Agreement.

       

      
        
           

          
            
              	 	
                      Sincerely,

                    
	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Nila
      Bhakuni
	 	 	Nila
      Bhakuni
	 	 	 
	 	 	 


            

          

        

      

      E-mail:
bhakuni@rice.edu I Office:
713-348-6231 I Fax: 713-348-6289 I Rice University Office of Technology Transfer
— MS 705, P.O. Box 1892, Houston, Texas 77251-1892