ex10_1.htm


    COMMERCIAL
      SUPPLY AGREEMENT

    


    THIS
      COMMERCIAL SUPPLY AGREEMENT (this “Agreement”) is entered into effective
      as of April 5, 2007 (the “Effective Date”), by and between Chi Mei EL
      Corporation (“CMEL”), an entity incorporated under the laws of the Taiwan
      and having a place of business at No. 1, Chi Yeh Road, Tainan Science-Based
      Industrial Park 74147, Taiwan , and Universal Display Corporation (“Universal
      Display”), an entity incorporated under the laws of the Commonwealth of
      Pennsylvania, U.S.A. and having a place of business at 375 Phillips Boulevard,
      Ewing, New Jersey 08618, U.S.A.

     

     

    BACKGROUND

     

    WHEREAS,
      Universal Display makes and desires to sell certain materials for use in organic
      light emitting devices to CMEL; and

     

    WHEREAS,
      CMEL desires to purchase these materials from Universal Display on the terms
      and
      conditions set forth herein.

     

    NOW,
      THEREFORE, intending to be legally bound, CMEL and Universal Display agree
      as
      follows:

     

     

    AGREEMENT

     

    Article
      1  Terms
      of Sale; Orders and Forecasts

     

    1.1  General.  Universal
      Display will sell to CMEL, and CMEL will purchase from Universal Display, such
      of the OLED materials currently offered for commercial sale by Universal Display
      and specified on Exhibit A hereto (the “Products”) as CMEL may
      order from time to time hereunder.  Exhibit A shall be updated
      by the parties from time to time as CMEL desires other OLED materials that
      Universal Display is offering for commercial sale, or as Universal Display
      ceases offering to sell certain of the OLED materials currently being sold
      to
      CMEL hereunder.  Universal Display shall provide CMEL with at least
      six (6) months’ prior written notice of its intention to discontinue offering
      for commercial sale any OLED material currently being sold to CMEL (“End of
      Production”) hereunder. Upon receiving the notice from Universal Display, CMEL
      may provide a last time buy order (“LTB”) to Universal Display, of which
      Universal Display shall use reasonable efforts to fulfill the ordered quantity
      on the LTB.

     

    1.2  No
      Additional Terms. Unless otherwise expressly agreed to in writing, Universal
      Display’s sale and CMEL’s purchase of all Products hereunder shall be solely on
      the terms and conditions set forth herein.  Each party accepts these
      terms and conditions and no inconsistent or additional terms or conditions
      of
      any purchase order, acceptance, shipping instructions or other document
      submitted by either party shall apply other than those specified
      herein.  All such other terms and conditions are hereby rejected and
      no separate notice of such rejection need be given by either party.

     

    1.3  Purchase
      Orders.  CMEL shall place written orders with Universal Display
      for the Products (“Orders”) at least three (3) months in advance of the
      requested shipment date.  All Orders shall include (a) the date of the
      Order, (b) the identity and quantity of each Product ordered, (c) the requested
      date of shipment, and (d) the shipping destination.  Promptly
      following the Effective Date, the parties shall agree upon CMEL’s Order for the
      three (3) month period immediately thereafter.

     

    1.4  Forecasts.  CMEL
      shall provide Universal Display, in writing, with rolling forecasts, on a
      calendar quarterly basis by the end of each quarter, of its expected
      requirements for each Product during the next twelve (12)
      months.  These forecasts shall be non-binding, however, Universal
      Display shall use commercially reasonable efforts to fill that portion of any
      Order for a Product which exceeds CMEL’s twelve (12) month advance forecasted
      requirement for such Product.

     

    1.5  Title
      and Risk of Loss.  All Products shall be sold [The confidential
      material contained herein has been omitted and has been separately filed with
      the Commission.], Universal Display’s facility in Ewing, New Jersey,
      U.S.A.  CMEL shall be, subject to the aforementioned delivery term,
      responsible for all associated shipping and insurance charges, brokers’ fees and
      the like, all of which, if arranged by Universal Display on CMEL’s behalf, shall
      be separately stated on Universal Display’s invoices.

     

    1.6  Shipping
      Dates.  Universal Display shall ship ordered Product on CMEL’s
      requested date of shipment without any unnecessary delay.  Partial
      deliveries shall not be allowed unless CMEL gives Universal Display a prior
      written consent for partial delivery, which consent shall not be unreasonably
      withheld.

     

    1.7  [The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.]

     

    Article
      2  Inspection
      and Acceptance

     

    2.1  Qualification
      Testing by Universal Display.  Universal Display will conduct
      qualification testing of each production lot of Product before shipping any
      Product from such lot to CMEL.  Such qualification testing shall be
      designed to ensure that the Product conforms to its corresponding specifications
      agreed to by the parties in writing (the “Product Specifications”) and
      attached under this Agreement as Exhibit B.  Universal Display will
      not ship Product to CMEL from any lot that does not meet the Product
      Specifications.  With each Product shipment, Universal Display will
      submit to CMEL a Certificate of Analysis indicating that such lot conforms
      to
      the applicable Product Specifications.

     

    2.2  Acceptance
      Testing of Samples by CMEL.

     

    2.2.1  Universal
      Display will provide CMEL with a [The confidential material contained herein
      has
      been omitted and has been separately filed with the Commission.] test sample
      from the production lot(s) from which the Product will be supplied; however,
      no
      sample shall be sent from production lot(s) for which CMEL has already received
      a test sample.  This test sample shall be sent to CMEL as far in
      advance of the requested shipping date as is reasonably practicable, up to
      one
      (1) month in advance.

     

    2.2.2  Within
      two (2) weeks following its receipt of a test sample as specified above, CMEL
      will conduct an acceptance test to confirm that the sample conforms to its
      corresponding Product Specifications.  At the conclusion of such two
      (2) week period, CMEL will inform Universal Display in writing as to whether
      or
      not the test sample passed this acceptance test.  Unless otherwise
      expressly agreed to by the parties, Universal Display shall fill all Orders
      using only Product from production lots for which CMEL has informed Universal
      Display in writing that the test sample from such production lots has passed
      CMEL’s acceptance test, such written notice not to be unreasonably withheld or
      delayed.  CMEL understands and acknowledges that any delay in so
      informing Universal Display may result in a corresponding delay in the shipping
      date, since shipments may not be initiated until up to one (1) week after
      Universal Display receives CMEL’s written notice of acceptance.

     

    2.2.3  If
      the
      test sample does not pass CMEL’s acceptance test, the parties shall promptly and
      in good faith discuss and attempt to determine why this has occurred and
      Universal Display and CMEL shall implement procedures to prevent its
      recurrence.  At the same time, Universal Display will in good faith
      endeavor to fill the Order in a timely manner by shipping to CMEL Product from
      one or more production lots for which the test samples have already passed
      CMEL’s acceptance test.  Should there be insufficient material from
      such production lots for Universal Display to fill the Order, Universal Display
      will promptly provide CMEL with a test sample from one or more other production
      lots for which no test samples have previously been sent and the process above
      shall be repeated until sufficient material to fill the Order has been
      identified.  Should this prevent Universal Display from filling the
      Order by the requested shipping date or within a reasonable period of time
      thereafter (said period not to exceed thirty five (35) days), CMEL shall have
      the right to cancel the Order and in addition to any other rights or remedies
      as
      may be available to CMEL, subject to the express provisions and limitations
      of
      this Agreement.

     

    2.3  Shipping
      Inspection by Universal Display.  Universal Display will conduct a
      final visual  inspection of all Product that have passed Universal
      Display’s qualification test under this Agreement before shipping such Product
      to CMEL.  Universal Display will not ship to CMEL any Product that
      does not pass such visual inspection.

     

    2.4  Receiving
      Inspection by CMEL.  Upon receipt of each Product shipment, CMEL
      will visually inspect such shipment for any shortage or other visible
      defects.  CMEL will provide Universal Display with written notice of
      any shortage or visible defects promptly following CMEL’s receipt of the
      shipment, which notice shall specify in reasonable detail the manner in which
      the shipment is short or defective.  In the absence of Universal
      Display receiving written notification to the contrary within thirty (30) days
      following CMEL’s receipt of the shipment, CMEL shall be deemed to have accepted
      the shipment on the date of receipt.  In addition to any other rights
      or remedies as may be available to CMEL, but subject to the express provisions
      and limitations of this Agreement, CMEL’s remedy and Universal Display’s
      responsibility with respect to any Product shipment that is identified by CMEL
      to be short or otherwise defective shall be promptly making up the shortage
      or
      replacing the defective Product by Universal Display, all at no additional
      cost
      to CMEL except where the shortage or defect arises through no fault of Universal
      Display after risk of loss for the Product shipment has passed to
      CMEL.  In the event is determined to have arisen after risk of loss
      has passed to CMEL, Universal Display will use commercially reasonable efforts
      to assist CMEL in making any claims against the carrier with respect
      thereto.

     

    2.5  Other
      Procedures.  The parties may agree on more detailed inspection,
      certification and testing procedures in order to supplement the foregoing
      provisions of this Article 2.  All such procedures must be documented
      and signed by an authorized representative of each party before they shall
      become binding on them.

     

    Article
      3  Health
      and the Environment

     

    3.1  Health
      and Safety.  Universal Display will furnish CMEL with a Material
      Safety Data Sheet (an “MSDS”) for each Product where required by
      applicable law.  CMEL shall use these MSDS’s to familiarize itself
      with any known hazards associated with the Products, their storage, handling
      and
      use, and the containers in which they are shipped.  CMEL shall
      appropriately inform and train its employees and other personnel, with the
      assistance of the Universal Display MSDS, as to the hazards identified in
      the MSDS for each Product and any other hazards discovered by CMEL through
      its
      use of such Product.

     

    3.2  Waste
      Management.  Subject to CMEL’s receipt of the
      aforementioned MSDS in Article 3.1 above and Universal Display’s prompt and
      reasonable assistance, CMEL shall properly manage and dispose of all wastes
      and/or residues resulting from its use of the Products in accordance with its
      corresponding MSDS and the applicable laws and regulations.

     

    Article
      4  Intellectual
      Property Matters

     

    4.1  Permitted
      Uses of the Products.  CMEL acknowledges that Universal Display is
      selling the Products to CMEL solely for use by CMEL to manufacture,[The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.] sell, offer for sale and/or import and/or otherwise
      dispose of active matrix flat panel OLED display modules [The confidential
      material contained herein has been omitted and has been separately filed with
      the Commission.] on rigid glass substrates, made by vacuum thermal evaporation
      processes (“Permitted Displays”).  Accordingly, CMEL may not
      sell or otherwise distribute the Products to any other person or entity [The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.], or use the Products, or permit or assist others
      to
      use the Products, for any other purposes.  Subject to the foregoing,
      no other rights are granted to CMEL under any patents or other intellectual
      property owned or controlled by Universal Display.  For clarification,
      CMEL is not licensed under any of Universal Display’s other OLED patents, except
      those phosphorescence patents implied for the use of the Products purchased
      hereunder to make, have made, import, sell, offer for sale and/or otherwise
      dispose of the Permitted Displays.  Moreover, CMEL is not licensed
      under any of Universal Displays patents to make or sell Permitted Displays
      incorporating third-party phosphorescent emitters.CMEL acknowledges that the
      pricing charged by Universal Display for Products sold under this Agreement
      is
      based on CMEL’s agreement to use such Products only for the purposes stated
      under this Agreement , and that such pricing would not otherwise have been
      offered to CMEL.

     

    4.2  Third-Party
      Patents.  CMEL acknowledges that it may be required to obtain
      rights under one or more third-party patents in order to make and sell Permitted
      Displays, or to use chemicals other than the Products in such displays, and
      that
      CMEL shall be responsible for securing such rights.  CMEL may request
      reasonable assistance from Universal Display in ascertaining and evaluating
      the
      necessary rights to the same.

     

    4.3  Analysis
      and Evaluation of the Products.  CMEL shall not manufacture or
      reverse engineer the Products, or analyze the Products to determine their
      chemical compositions, structures or methods of manufacture, or for any other
      purposes not expressly approved in writing by Universal Display, nor shall
      CMEL
      permit or assist others to perform the foregoing activities.  In
      addition, CMEL shall not publish or otherwise disclose to third parties any
      test
      results or other information or data regarding CMEL’s evaluation of the Products
      without Universal Display’s prior written consent.  The foregoing
      shall not restrict CMEL from conducting its relevant standard performance
      testing of Permitted Displays.

     

    4.4  Technical
      Advice.  CMEL is responsible for making its own inquiry and
      investigation into, and based thereon forming an independent judgment
      concerning, the Products and their suitability for the uses intended by
      CMEL.  Except Universal Display’s representations and/or warranties
      expressly made under this Agreement, CMEL shall not assert any claim against
      Universal Display or hold Universal Display liable with respect to any information or designs
      furnished (or failed to be furnished) by Universal Display including, without
      limitation, technical advice or recommendations.  Statements made by
      Universal Display concerning possible or suggested uses of the Products are
      not
      to be construed as recommendations for uses of such Products that would infringe
      the patent or other intellectual property rights of third parties, and Universal
      Display assumes no liability or responsibility for any such
      infringement.

     

    4.5  Export
      Control.  Each party shall comply with all obligations under
      applicable law to control access to technical data under the U.S. Export Laws
      and Regulations, or any Taiwanese counterparts thereof, and shall adhere to
      such
      laws and regulations in handling and disclosing any technical information
      provided or received by it under this Agreement in relation to any
      Product.

     

    Article
      5  Pricing
      and Payments

     

    5.1  Product
      Pricing.  Pricing for the Products during the term of this
      Agreement shall initially be as set forth on in Exhibit A
      hereto.  Universal Display and CMEL shall in good faith review and
      discuss such pricing for the next six (6) months, based on CMEL’s volume of
      purchases and usage[The confidential material contained herein has been omitted
      and has been separately filed with the Commission.].  Any price change
      will not be effective unless confirmed by both parties in
      writing.  Orders issued prior to any confirmed price change shall
      remain at the original price unless agreed in writing by the
      parties.

     

    5.2  Invoicing.  Universal
      Display shall invoice CMEL for all Products at the time of
      shipment.  All invoices are due and payable within [The confidential
      material contained herein has been omitted and has been separately filed with
      the Commission.] following the date of CMEL’s receipt of the Product shipment in
      accordance with Article 2 under this Agreement.  If CMEL fails or
      refuses to timely pay any amounts not then being disputed by CMEL in good faith,
      Universal Display may, after sending a written notice to CMEL, (a) require
      that
      CMEL pay for future shipments in advance or by letter of credit or other similar
      means, and/or (b) suspend delivery of further shipments of Products until CMEL
      pays such undisputed amounts in full.  The foregoing shall not be the
      sole remedies available to Universal Display for non-payment or late payment
      of
      amounts due hereunder.

     

    5.3  Sales
      and Other Similar Taxes.  Any sales, use or value-added taxes,
      customs or import duties or other governmental charges, transfer fees or
      assessments based on the sale, shipment, import, export and/or use of the
      Products sold hereunder (other than taxes based upon Universal Display’s net
      income), whether imposed by any local, state, Federal or foreign government
      or
      taxing authority [The confidential material contained herein has been omitted
      and has been separately filed with the Commission.].  To the extent
      Universal Display is responsible by law for the collection of such amounts,
      they
      shall be separately stated on Universal Display’s invoices for such Products
      and, upon collection, remitted by Universal Display to the appropriate taxing
      authority.

     

    5.4  Payments.  All
      amounts due to Universal Display hereunder shall be paid in U.S. Dollars by
      wire
      transfer to a bank designated by Universal Display in writing, or by such other
      means as the parties may agree in writing.  Universal Display’s
      current wire instructions are as follows:

     

    [The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.]

    


    Each
      payment shall be fully earned when due and is nonrefundable.  All
      payments due hereunder shall be made without set-off, deduction or credit for
      any amount owed (or alleged to be owed) by Universal Display to CMEL or any
      of
      its affiliates.  Subject to the aforementioned exception and without
      limiting other rights or remedies, Universal Display may require CMEL to pay
      interest on any amounts not paid when due at a per annum rate equal to the
      Prime
      Rate as published in The Wall Street Journal on the date of payment,
      plus [The confidential material contained herein has been omitted and has been
      separately filed with the Commission.].

     

    5.5  Payment
      Authorization and Withholding Taxes.  CMEL shall secure all
      authorizations required for payment of all amounts due to Universal Display
      hereunder and shall bear all transfer fees, taxes and other charges associated
      therewith.  If necessary and applicable, the parties shall in good
      faith endeavor to file for and obtain an exemption from the withholding of
      any
      taxes on amounts payable to Universal Display hereunder.

     

    Article
      6  Confidentiality

     

    6.1  Obligations
      of Confidentiality and Non-Use.  Each party (the
“Recipient”) shall handle and maintain all Confidential Information of
      the other party in accordance with the following terms and
      conditions:

     

    6.1.1  Recipient
      shall not publish, disclose or otherwise disseminate any Confidential
      Information of the other party, except to such of Recipient’s employees and
      agents who have a “need to know” it to accomplish the purposes of this
      Agreement, and then only if such persons previously have agreed in writing
      to
      handle and maintain such Confidential Information in accordance with the
      provisions of this Agreement or provisions substantially similar
      thereto.  Recipient shall have the right to disclose Confidential
      Items of the other party to the Recipient’s Affiliates who “need to know” it to
      accomplish the purposes of this Agreement, provided they agree to be bound
      by
      confidentiality obligations no less restrictive than the confidentiality
      obligations set forth in Article 6. An “Affiliate” means any Taiwanese
      person, partnership, corporation or other entity, including but not limited
      to
      subsidiaries, that directly or indirectly, control, are controlled by, or are
      under common control with a party. Disclosure or dissemination of
      Confidential Information of the other party to additional persons or entities
      requires the prior written approval of such other party.

     

    6.1.2  Recipient
      shall maintain all Confidential Information of the other party in a safe and
      secure place with reasonable safeguards to prevent any unauthorized access
      to or
      disclosure of such Confidential Information.  As used herein,
“reasonable safeguards” means all safeguards that a reasonable person would take
      to protect the Confidential Information in question, which safeguards shall
      be
      no less than the safeguards Recipient takes to protect its own confidential
      or
      proprietary items of a similar nature.

     

    6.1.3  Recipient
      shall not utilize, reproduce or otherwise exploit any Confidential Information
      of the other party, or permit or assist others to utilize, reproduce or
      otherwise exploit such Confidential Information, except as is reasonably
      necessary to accomplish the purposes of this Agreement.

     

    6.1.4  Promptly
      upon learning of any unauthorized use or disclosure of any Confidential
      Information of the other party, Recipient shall provide the other party with
      written notice thereof and take such other steps as are reasonably requested
      by
      the other party in order to limit the effects of such use or disclosure and/or
      prevent any further unauthorized use or disclosure of such Confidential
      Information.

     

    6.1.5  Promptly
      upon the expiration or sooner termination of this Agreement, Recipient shall
      return to the other party, destroy and/or delete from Recipient’s records and
      computer systems all Confidential Information of the other party, including
      any
      copies or portions thereof, in Recipient’s possession or control; provided,
      however, that Recipient may retain one copy of documents incorporating
      Confidential Information for archival purposes only.  Within thirty
      (30) days following the other party’s written request, Recipient shall provide
      the other party with a certificate of Recipient’s compliance with the foregoing
      requirements.

     

    6.2  Definition
      of Confidential Information.  As used herein, “Confidential
      Information” of a party means all trade secret, proprietary and confidential
      information, in written, oral or electronic form, relating to such party’s or
      its licensors’ or suppliers’ technologies, materials, research programs,
      operations and/or financial or business condition (including, without
      limitation, know-how, data, drawings, designs, specifications, formulations,
      processes, methods, equipment, software and pricing information) that is (a)
      disclosed in writing and marked as “Confidential”, “Proprietary” or with similar
      words at the time of disclosure; or (b) orally disclosed and identified as
      confidential or proprietary at the time of disclosure and confirmed as such
      in
      writing within thirty (30) days thereafter.  Notwithstanding the
      foregoing, “Confidential Information” of a party shall not include any
      information that:

     

    6.2.1  is
      approved by such party in writing for release by Recipient without
      restriction;

     

    6.2.2  Recipient
      can demonstrate by written records was previously known to Recipient other
      than
      through a prior disclosure by such party or any third party with an obligation
      of confidentiality to such party;

     

    6.2.3  is
      publicly known as of the date of this Agreement, or becomes public knowledge
      subsequent thereto, through no act or omission of Recipient or any third party
      receiving such information from or through Recipient;

     

    6.2.4  is
      obtained by Recipient in good faith from a third party without the violation
      of
      any obligation of confidentiality to such party by either Recipient or the
      third
      party; or

     

    6.2.5  is
      independently developed by or on behalf of Recipient without the benefit of
      such
      party’s Confidential Information, as shown by competent written
      records.

     

    6.3  Disclosure
      Required by Law.  This Agreement shall not restrict Recipient from
      disclosing any Confidential Information of the other party to the extent
      required by applicable law, or by the order of any court or government agency;
      provided, however, that Recipient shall afford the other party prompt notice
      of
      such law or order, so that the other party may interpose an objection to such
      disclosure or take whatever other actions the other party deems appropriate
      to
      protect such Confidential Information, and provided further that Recipient
      shall
      use all reasonable efforts to limit such disclosure to only that Confidential
      Information which is required to be disclosed.

     

    6.4  Responsibility
      for Personnel.  Recipient shall be responsible for the acts or
      omissions of any persons or entities receiving Confidential Information of
      the
      other party from or through Recipient to the extent such acts or omissions,
      if
      performed or not performed by Recipient, would constitute violations of this
      Agreement by Recipient.

     

    6.5  Confidentiality
      of this Agreement.  The terms of this Agreement and its existence
      shall be deemed Confidential Information of each party and treated as such
      by
      both parties.  Notwithstanding the foregoing sentence, either party
      may disclose in its public filings such of the terms of this Agreement as are
      reasonably required for such party to comply with applicable securities laws
      and
      regulations, including, without limitation, by filing an appropriately redacted
      copy of this Agreement in connection therewith.  In addition, either
      party may issue a press release or other public announcement describing the
      general nature of this Agreement, or the parties may agree to issue such a
      release or announcement jointly, it being understood that Universal Display
      will
      need to issue a press release within four (4) business days following the
      Effective Date so as to coincide with its filing with the U.S. Securities and
      Exchange Commission of a Current Report on Form 8-K.  However, it is
      expressly understood and agreed that no such release or public disclosure shall
      disclose any information about CMEL’s expected or intended product launch
      strategy, or whether any such products will utilize any Products sold to CMEL
      hereunder, without CMEL’s prior written consent.  Subject to the
      foregoing provisions of this paragraph, any such public disclosure of the
      specific financial terms or other provisions of this Agreement, or any other
      information regarding the relationship between the parties hereunder, shall
      require the other party’s prior written consent.

     

    6.6  Period
      of Confidentiality. Recipient agrees that, for a period of five (5)
      years from the date of the termination or expiration of this Agreement (“Period
      of Confidentiality”), and notwithstanding any termination or expiration hereof,
      all terms set forth in Article 6 shall survive the termination or expiration
      of
      this Agreement until the Period of Confidentiality ends.

     

    Article
      7  Representations
      and Warranties; Disclaimers and Limitations of Liability

     

    7.1  Warranties
      by Both Parties.  Each party represents and warrants to the other
      that such party has the right, power and authority to enter into this Agreement
      and to perform its obligations hereunder, and that such performance will not
      violate any other agreement or understanding by which such party is
      bound.

     

    7.2  Further
      Product Warranty by Universal Display.  Universal Display
      additionally represents and warrants to CMEL that all Products will comply
      with
      the agreed Product Specifications for a period of six (6) months on and from
      the
      date of receipt by CMEL, with the understanding that CMEL shall exert the
      commercially reasonable effort to maintain the Products consistent with good
      general handling and storage practices and any supplemental instructions
      provided by Universal Display.  [The confidential material contained
      herein has been omitted and has been separately filed with the
      Commission.] All claims of any breach of the foregoing warranty must be
      provided to Universal Display in writing during the warranty
      period.  In the event of a breach of the foregoing warranty, Universal
      Display shall, at CMEL’s option (a) promptly replace any Products that are not
      in compliance with the warranty at Universal Display’s sole expense; (b) accept
      return of such Products and reimburse all the fees that CMEL paid Universal
      Display on account thereof.

     

    7.3  Further
      Infringement Warranty by Universal Display.  Universal Display
      warrants to CMEL that, to the best of Universal Display’s knowledge, the
      Products do not infringe the valid patent rights of any third
      party.  If CMEL is unable to use any Product because the Product
      itself is held by a court of competent jurisdiction to infringe the patent
      or
      other intellectual property rights of any third party not an Affiliate of CMEL,
      Universal Display shall, as CMEL’s remedy in addition to those set forth in
      Article 7.2 above, accept return of any quantities of such Product no longer
      reasonably useful to CMEL on account thereof and reimburse all fees that CMEL
      paid Universal Display on account thereof.  The foregoing shall be in
      addition to any indemnification obligation of Universal Display under Article
      8
      below.

     

    7.4  Disclaimer
      of Additional Warranties.  ALL OTHER WARRANTIES, EXPRESS OR
      IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
      NON-INFRINGEMENT, VALIDITY, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS
      FOR
      A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY EACH PARTY.  In
      particular, Universal Display makes no representations or warranties that CMEL
      will be able to make any specific use of the Products without obtaining
      additional license rights from third parties.  IN NO EVENT SHALL
      UNIVERSAL DISPLAY’S LIABILITY FOR ANY BREACH OR ALLEGED BREACH OF REPRESENTATION
      OR WARRANTY UNDER THIS AGREEMENT EXCEED [The confidential material contained
      herein has been omitted and has been separately filed with the
      Commission.].

     

    7.5  Limitation
      on Certain Damages.  EXCEPT AS OTHERWISE PROVIDED IN ARTICLE
      8 [The confidential material contained herein has been omitted and has been
      separately filed with the Commission.], IN NO EVENT SHALL EITHER PARTY BE LIABLE
      TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
      DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.  The
      foregoing shall not limit either party’s liability to the other for: (a) any
      claims of bodily injury or damage to tangible property resulting from such
      party’s gross negligence or willful misconduct; (b) any unauthorized practice
      under the other party’s patents or use of the other party’s proprietary
      materials or information; or (c) any breach of the provisions of Article 6
      respecting the other party’s Confidential Information.

     

    7.6  Essential
      Part of the Bargain.  The parties acknowledge that the disclaimers
      and limitations of liability set forth in this Article 7 reflect a deliberate
      and bargained for allocation of risks between them are intended to be
      independent of any exclusive remedies available under this Agreement, including
      any failure of such remedies to achieve their essential purpose.

     

    Article
      8  Indemnification

     

    8.1  Indemnity
      by Universal Display.  In accordance with Section 8.3 below,
      Universal Display shall defend and/or settle any third-party claim or action
      brought against CMEL and/or its officers, directors, suppliers, employees,
      agents and representatives (each, a “CMEL Indemnified Person”), to the
      extent such claim or action concerns [The confidential material contained
      herein has been omitted and has been separately filed with the
      Commission.].  In addition, Universal Display shall indemnify and hold
      harmless the CMEL Indemnified Persons from and against any costs, damages,
      fees and expenses (including reasonable attorneys’ fees) payable by any of them
      to third parties in connection with such aforementioned claim or action;
      provided, however, that Universal Display’s total liability under this section
      shall not exceed [The confidential material contained herein has been omitted
      and has been separately filed with the Commission.].

     

    8.2  Indemnity
      by CMEL.  In accordance with Section 8.3 below and subject to
      Universal Display’s fulfillment of its representations and/or warranties under
      this Agreement, CMEL shall defend and/or settle any third-party claim or action
      brought against Universal Display and/or its officers, directors, (each, a
      “Universal Display Indemnified Person”), to the extent such claim or
      action concerns [The confidential material contained herein has been omitted
      and
      has been separately filed with the Commission.].  In addition, CMEL
      shall indemnify and hold harmless the Universal Display Indemnified Persons
      from
      and against any damages, fees and expenses (including reasonable attorneys’
fees) payable by any of them to third parties in connection with such
      aforementioned claim or action.

     

    8.3  Indemnification
      Procedures.  With respect to any claim or action for which
      indemnification may be sought from a party under this Article 8, the person
      or
      entity seeking indemnification (the “Claimant”) shall promptly notify the
      indemnifying party in writing, specifying the nature of the claim or action
      and,
      to the extent known, the total monetary amount sought or other such relief
      as is
      sought therein.  The Claimant shall reasonably cooperate with the
      indemnifying party, at the indemnifying party’s expense, in connection with the
      defense and/or settlement of the claim or action.  Provided the
      indemnifying party admits its obligation to indemnify the Claimant hereunder,
      indemnifying party shall have the right to control and conduct all proceedings
      or negotiations in connection therewith, and to assume and control the defense
      thereof.  The Claimant shall have the right to employ separate counsel
      to provide input into the defense, at its own cost.  The indemnifying
      party shall keep the Claimant reasonably informed of the progress of its defense
      and settlement of the claim or action.  The indemnifying party shall
      not settle the claim or action on the Claimant’s behalf without first obtaining
      the Claimant’s written approval, which approval shall not be unreasonably
      withheld or delayed.  The Claimant may not settle any claim or action
      for which indemnification is sought hereunder without the indemnifying party’s
      written approval, which approval shall not be unreasonably withheld or
      delayed.  Except as may be required by law, each party agrees not to
      publicize any settlement without first obtaining the other party’s written
      permission.

     

    Article
      9  Term
      and Termination

     

    9.1  Term.  Unless
      otherwise extended by mutual written agreement of the parties, the term of
      this
      Agreement shall commence on the Effective Date and shall continue until the
      sooner of December 31, 2008, or the date on which this Agreement is terminated
      as permitted hereunder.

     

    9.2  Termination
      for Breach.  Either party may terminate this Agreement on written
      notice to the other party if the other party materially breaches any of its
      obligations under this Agreement and fails to cure such breach within thirty
      (30) days following written notice thereof by the terminating
      party.

     

    9.3  Other
      Termination.  Either party may terminate this Agreement on written
      notice to the other party if the other party permanently ceases conducting
      business in the normal course, becomes insolvent or is adjudicated bankrupt,
      makes a general assignment for the benefit of its creditors, admits in writing
      its inability to pay its debts as they become due, permits the appointment
      of a
      receiver for its business or assets, or initiates or becomes the subject of
      any
      bankruptcy or insolvency proceedings which proceedings, if initiated
      involuntarily, are not dismissed with sixty (60) days thereafter.  In
      addition, either party may terminate this Agreement on written notice to the
      other party in the event of a change in control of such other party, whether
      by
      merger, acquisition or otherwise; provided, however, that such notice of
      termination must be given within sixty (60) days following such party’s receipt
      of notice of such merger or acquisition.

     

    9.4  Survival.  The
      following provisions of this Agreement shall survive the expiration or earlier
      termination of this Agreement:  Articles 4, 5, 6 (according to Section
      6.6), 7, 8, 9, and 10; any payment obligations of CMEL with respect to Products
      received or for which Orders have been placed prior to the date of such
      expiration or earlier termination; and any other provisions necessary to
      interpret the respective rights and obligations of the parties
      hereunder.

     

    Article
      10  Miscellaneous

     

    10.1  Independent
      Contractors.  This Agreement is not intended by the parties to
      constitute, create, give effect to, or otherwise recognize a joint venture,
      partnership, or formal business organization of any kind.  Each party
      hereto shall act as an independent contractor, and neither shall act as an
      agent
      of the other for any purpose.  Neither party has the authority to
      assume or create any obligation, express or implied, on behalf of the
      other.

     

    10.2  Force
      Majeure.  Neither party shall be in breach of this Agreement for
      any failure of performance caused by an event beyond its reasonable control
      and
      not due to its fault or negligence.  In the event that such a force
      majeure event occurs, the party unable to perform shall promptly notify the
      other party of such non-performance and its expected duration.  In
      addition, such party shall in good faith maintain such partial performance
      of
      this Agreement as is reasonably possible, shall use all reasonable efforts
      to
      overcome the cause of nonperformance and shall resume full performance as soon
      as is reasonably possible.

     

    10.3  Non-Assignment.  This
      Agreement and the rights and obligations of the parties hereunder shall not
      be
      assigned or transferred by either party without the prior written consent of
      the
      other party, except that either party may assign or transfer this Agreement,
      in
      its entirety and on written notice to the other, to a successor in interest
      to
      all or substantially all of such party’s business to which this Agreement
      relates, whether by merger, acquisition or otherwise, subject in any such case
      to the other party’s right of termination under Section 9.3
      above.  Notwithstanding the foregoing, CMEL may not assign or transfer
      this Agreement to a third party with whom Universal Display is then-engaged
      in
      litigation or other formal adversarial or dispute resolution proceedings
      respecting any Universal Display products or technologies.  Should
      CMEL assign or transfer this Agreement, whether by merger, acquisition or
      otherwise, to a third party with an existing OLED business, or should CMEL
      acquire the existing OLED business of any third party, this Agreement shall
      not
      be utilized for the benefit of such third party’s OLED business unless expressly
      agreed to by Universal Display in writing.  Moreover, should Universal
      Display have already entered into a similar agreement with the third party
      at
      the time of such assignment, transfer or acquisition, there shall be no
      reduction of the payment or other obligations of CMEL under this Agreement
      as
      they pertain to CMEL’s OLED business, or of such third party under its similar
      agreement as they pertain to such third party’s OLED business, unless expressly
      agreed to by Universal Display in writing.  Nothing herein shall
      confer any rights upon any person other than the parties hereto and their
      respective successors and permitted assigns.

     

    10.4  Equitable
      Relief.  In the event of a party’s actual or reasonably
      anticipated use of the other party’s proprietary materials (including, in the
      case of Universal Display, the Products) in an unauthorized manner, infringement
      of the other party’s patents, or breach of the provisions of Article 6
      respecting Confidential Information of the other party, such other party shall
      be entitled to injunctive or other equitable relief restraining such activity,
      without the necessity of proving actual damages or posting any bond or other
      security.  Such relief shall be in addition to, and not in lieu of,
      any other remedies that may be available, at law or equity, including, without
      limitation, an action for the recovery of damages.

     

    10.5  Choice
      of Law; Dispute Resolution.  This Agreement shall be governed by,
      and construed and interpreted in accordance with, the laws of the State of
      California, U.S.A., without respect to its rules on the conflict of
      laws.

     

    10.6  Notices.  All
      notices and other communications under this Agreement shall be in writing and
      hand delivered or sent by facsimile or e-mail transmission with confirmation
      of
      receipt, commercial overnight courier with written verification of receipt,
      or
      certified or registered mail, postage prepaid and return receipt requested;
      provided, however, that all notices concerning any dispute or any alleged breach
      or termination of this Agreement, in whole or in part, must be sent by overnight
      courier or certified or registered mail.  Such notices and other
      communications shall be effective when received if hand delivered, when sent
      if
      sent by confirmed facsimile or e-mail transmission, on the next business day
      of
      the recipient when sent by overnight courier, or five (5) business days after
      deposit in the mail when sent by certified or registered mail.  All
      notices and other communications shall be directed to the parties at their
      respective addresses as set forth below, or to such other address(es) as either
      party shall provide to the other in a notice given in accordance
      herewith.

     

    All
      Orders and any other notices respecting the Products, to:

    


    Universal
      Display
      Corporation                                                                                     Chi
      Mei EL Corporation

    375
      Phillips
      Boulevard                                                                                     No.
      1, Chi-Yeh Road

    Ewing,
      New
      Jersey  08618                                                                                                Tainan
      Science-Based Industrial Park

    U.S.A.                                                                                     Taiwan
      74147, ROC

    Attn:
      Janice
      Mahon                                                                                     Attn:
      Mr. Shih-Hao Kuo

    Fax
      No.:
      (609)
      671-0995                                                                                     Fax
      No.: 886-6-505-1820

    Tel
      No.:
      (609) 671-0980
      x206                                                                                     Tel
      No.: 886-6-505-1881 ext. 11418

    E-mail:
      jkmahon@universaldisplay.com                                                                                                E-mail:
shrhou@cmo.com.tw

    


    All
      other
      notices and communications:

    


    Universal
      Display
      Corporation                                                                                     Chi
      Mei EL Corporation

    375
      Phillips
      Boulevard                                                                                     No.
      2, Sec.2, Huanshi Road

    Ewing,
      New
      Jersey  08618                                                                                                Tainan
      Science-Based Industrial Park

    U.S.A.                                                                                     Taiwan
      74144, ROC

    Attn:
      Steven V.
      Abramson                                                                                                Attn:
      Dr. Chia-Tin Chung

    Fax
      No.:
      (609)
      671-0995                                                                                     Fax
      No.: 886-6-505-2185

    Tel
      No.:
      (609) 671-0980
      x207                                                                                     Tel
      No.: 886-6-505-1889 ext. 13305

    E-mail:
      abramson@universaldisplay.com                                                                                                E-mail:
ct_chung@cmel.com.tw

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    10.7  Amendments;
      No Waivers.  No modification of or addition to this Agreement
      shall be effective unless it is in writing and signed by an authorized
      representative of each of the parties hereto.  The failure of either
      party to assert any right hereunder, or to insist upon compliance with any
      term
      or condition herein, will not constitute a waiver of that right or excuse any
      subsequent nonperformance of any such term or condition, or of any other term
      or
      condition, by the other party.

     

    10.8  Severability.  In
      view of the possibility that one or more of the provisions of this Agreement
      may
      subsequently be declared invalid or unenforceable by court or administrative
      decision, the parties hereto agree that invalidity or unenforceability of any
      of
      the provisions shall not in any way affect the validity or enforceability of
      any
      other provisions of this Agreement, except where the invalidated or
      unenforceable provisions comprise an integral part of, or are otherwise clearly
      inseparable from, such other provisions.

     

    10.9  Entire
      Agreement.  This Agreement constitutes the entire agreement
      between the parities with respect to the subject matter hereof and supersedes,
      cancels and annuls all prior or contemporaneous negotiations or communications
      between the parties with respect thereto.

     

    10.10  Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same instrument.

     

    
       

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives:

    


     

    Chi
      Mei EL
      Corporation                                                                           Universal
      Display Corporation

     

    


     

    


     

    By:               /s/
      Peter
      Chen                                                  By:               /s/
      Sidney D.
      Rosenblatt                                                  

     

    


     

    Name:                                                                Peter
      Chen                         Name:Sidney D.
      Rosenblatt

     

    


     

    Title:               President                                                  Title:               Executive
      Vice President

     

    


     

    Date:               4/24/07                                                  Date:               4/5/07                                                

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      A

    


    Products
      and Product Pricing

    


    


    [The
      confidential material contained herein has been omitted and has been separately
      filed with the Commission.]

    


    At
      the
      beginning of each quarter, CMEL shall provide Universal Display with an estimate
      of the quantity of each Product that it expects to order during the
      quarter.  [The confidential material contained herein has been omitted
      and has been separately filed with the Commission.]

    


    At
      the
      end of each quarter, Universal Display shall provide CMEL with a calculation
      of
      the actual quantity of material ordered for each Product and the price per
      gram
      that should have been charged based on the table above.  Universal
      Display shall promptly issue CMEL a credit memo for the amount of any
      overpayment and an invoice for the amount of any underpayment.  All
      invoices shall be subject to the payment terms of Article 5 of the
      Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Product
      Specifications

    


    [To
      be
      agreed upon separately.]