ex10_3.htm


    
      
        

        

      

      AGREEMENT
AND CONSENT TO ASSIGNMENT AND ASSUMPTION

      OF
PATENT LICENSE AGREEMENT

      BETWEEN
UNIVERSAL DISPLAY CORPORATION AND SAMSUNG SDI CO., LTD.

      


      This
AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION (the “Agreement and Consent”)
is entered into this 4th of February, 2009, to be effective as of September 5,
2008 (the “Assumption Date”), by and among Universal Display Corporation, a
corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania, having its principal place of business at 375 Phillips Boulevard,
Ewing, New Jersey 08618, U.S.A. (“UDC”); Samsung SDI, Co., Ltd.,
a corporation duly organized and existing under the laws of Korea, with its
principal place of business at 575 Shin-dong, Youngtong-ku, Suwon, Kyungki-do
443-731, Korea (“Assignor”); and Samsung Mobile
Display, Co., Ltd., a corporation duly organized and existing under the laws of
Korea, with its principal place of business at 508 Sungsung-dong, Cheonan-si,
Chungcheongnam-do 330-300, Korea (“Assignee”).

      


      RECITALS

      


      WHEREAS,
Assignor and UDC are the parties to a certain OLED patent license agreement
dated April 19, 2005, as amended by Amendment #1 effective as of January 1, 2007
(the “License Agreement”), and a certain OLED supplemental license agreement
dated April 19, 2005 (the “Supplemental Agreement”), attached hereto as Exhibit
A;

      


      WHEREAS,
Assignor has separated its businesses relating to mobile display products,
including, but not limited to AMOLED and PMOLED products, by establishing the
Assignee as its wholly owned subsidiary and transferring thereto all the assets
and liabilities related to such businesses; and

      


      WHEREAS,
Assignor desires to assign the License Agreement and the Supplemental Agreement
to Assignee as of the Assumption Date, Assignee desires to assume from Assignor
on and after the Assumption Date, all of Assignor’s existing and subsequent
rights and obligations under the License Agreement and the Supplemental
Agreement, and UDC desires to agree such assignments on the terms and conditions
set forth below.

      


      NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein,
the parties hereby agree as follows, effective as of the Assumption
Date:

      


      


      
        	
                1.  

              	
                Assignment.  Assignor
      hereby assigns, transfers and conveys to Assignee all of the Assignor’s
      rights, titles, obligations, and interest in, to and under the License
      Agreement and the Supplemental Agreement as of the Assumption
      Date.

              


      

      


      
        	
                2.  

              	
                Assumption; Bound as
      an Original Party.

              


      

      


      
        	
                (a)  

              	
                Assignee
      unconditionally assumes and shall promptly, fully, completely and
      faithfully keep, fulfill, observe, perform and discharge each and every
      covenant and obligation that may accrue and become performable, due or
      owing under the License Agreement and the Supplemental Agreement on
      Assignor’s part to be performed.

              


      

      


      
        	
                (b)  

              	
                Assignee
      shall perform the obligations of Assignor under the License Agreement and
      the Supplemental Agreement and Assignee shall be bound by all of the terms
      and conditions of the License Agreement and the Supplemental Agreement in
      every way as if Assignee were originally a party
  thereto.

              


      

      


      
        	
                (c)  

              	
                UDC
      shall respect the Assignee as an original party to the License Agreement
      and the Supplemental Agreement and accordingly shall continue to perform
      all of its obligations under the License Agreement and the Supplemental
      Agreement, and UDC shall be bound by all of the terms and conditions of
      the License Agreement and the Supplemental Agreement in every respect as
      if Assignee were originally a party
thereto.

              


      

      


      
        	
                3.  

              	
                Assignor
      shall be bound to and responsible for the obligations set forth in the
      License Agreement and the Supplemental Agreement accrued before the
      Assumption Date and UDC hereby releases Assignor from any and all
      covenants, liability or obligations under the License Agreement and the
      Supplemental Agreement that may arise on or after the Assumption Date;
      provided, however, that the confidentiality obligations bound to Assignor
      under Article 6 of the License Agreement shall remain applicable even
      after the Assumption Date.

              


      

      


      
        	
                4.  

              	
                Assignee
      and UDC hereby agree to the assignment of the License Agreement as
      prescribed hereunder and to fulfill its obligations under the same to the
      other party.

              


      

      


      
        	
                5.  

              	
                Pursuant
      to Article 9.7 of the License Agreement, Assignee hereby notifies to UDC
      that all future communications and notice shall be addressed to Assignee
      as follows:

              


      

                  Samsung Mobile
Display, Co., Ltd.

                  428-5 Gongse-dong,
Giheung-gu

                  Yongin-si, Kyungki-do
446-577, Korea

                  Attention: Legal
Team

                  Fax No.:
+82-31-288-4529

                  Tel No.:
+82-31-288-4522

      


      
        	
                6.  

              	
                All
      the capitalized terms not defined herein shall have the meaning set forth
      in the License Agreement.

              


      

      


      
        	
                7.  

              	
                All
      the terms and conditions under the License Agreement and the Supplemental
      Agreement shall remain unchanged and continue in effect unless otherwise
      amended hereunder.

              


      

      


      


      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement and Consent as
of the date first above written.

       

       

      


      
        
          
            
              
                
                  
                    	
                            UNIVERSAL
      DISPLAY CORPORATION

                          
	 
      
	
                            By:

                          	
                               /s/
      Steven V. Abramson

                          	 
      
	
                            Name:

                          	
                               Steven
      V. Abramson

                          	 
      
	
                            Title:

                          	
                               President

                          	 
      


                  

                

              

            

          

        

      

      


       

      
 

      


      
        
          
            
              	
                      Assignor

                    	 
      	
                      Assignee

                    
	
                      SAMSUNG
      SDI CO., LTD.

                    	 
      	
                      SAMSUNG
      MOBILE DISPLAY CO., LTD.

                    
	 
      	 
      	 
      
	
                      By:

                    	
                        
      /s/ Jae Wan Chi

                    	 
      	
                      By:

                    	
                        
      /s/ Sungrak Son

                    
	
                      Name:

                    	
                        
      Jae Wan Chi

                    	 
      	
                      Name:

                    	
                        
      Sungrak Son

                    
	
                      Title:

                    	
                        
      Executive Vice President

                    	 
      	
                      Title:

                    	
                        
      Vice President

                    
	 
      	
                          
      General Counsel

                    	 
      	 
      


            

          

        

      

       

      
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