ex10_4.htm


    
 

    
      

      

    

    
 

    Exhibit
10.4

    


    OLED
TECHNOLOGY LICENSE AGREEMENT

     

    


    THIS OLED
TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is
entered into effective as of January 1, 2008 (the “Effective Date”), by
and between Konica Minolta Holdings, Inc., a Japanese corporation with a place
of business at Marunouchi Center Building, 1-6-1 Marunouchi, Chiyoda-ku, Tokyo
100 0005, Japan, acting through its subsidiary, Konica Minolta Technology
Center, Inc. (collectively, “Konica Minolta”), and
Universal Display Corporation, a Pennsylvania corporation with a place of
business at 375 Phillips Blvd, Ewing, New Jersey 08618, U.S.A. (“Universal
Display”).

     

    BACKGROUND

     

    WHEREAS,
Universal Display has rights in certain patents and possesses certain know-how
concerning Organic Light Emitting Devices; and

     

    WHEREAS,
Konica Minolta desires to obtain license rights to practice under these patents
and to use this know-how on the terms and conditions set forth
herein.

     

    NOW,
THEREFORE, intending to be legally bound, each of Konica Minolta and Universal
Display hereby agrees as follows:

     

     

    AGREEMENT

     

    Article
1 Definitions

     

    In
addition to other terms defined elsewhere herein, the following terms shall have
their corresponding meanings when used in this Agreement.

     

    1.1 “Affiliate” means a
corporation, partnership, trust or other entity that directly or indirectly
(through one or more intermediates) controls, is controlled by or is under
common control with the party in question.  For such purposes,
“control,” “controlled by” and “under common control with” shall mean the
ability to make, or participate meaningfully in the making of, business
decisions on behalf of the relevant entity and/or such party, as
applicable.  “Control” shall be presumed where the party in question
owns twenty percent (20%) or more of the voting or other similar interests in
the relevant entity.

     

    1.2 “Know-How” means
unpatented technical information, data, specifications, plans, drawings,
designs, blueprints, formulae, processes and other similar items of a trade
secret or confidential nature.

     

    1.3 “Licensed Product”
means an OLED Lighting Module, or any product or part thereof that incorporates
one or more OLED Lighting Modules, which OLED Lighting Module(s) (a) are
covered, in whole or in part, by any Valid Claim(s) of a Universal
Display

     


    
      
        
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    1.4 Patent;
and/or (b) are manufactured using a process that is covered, in whole or in
part, by any Valid Claim of a Universal Display Patent.

     

    1.5 “Lighting” means usage
for general illumination or as specialty lighting source, such as backlighting
for LCD displays and consumer electronics, aviation or automotive lighting, and
mood lighting in public or private buildings.  For purposes of this
Agreement, Lighting includes Signage.

     

    1.6 “Net Sales
Revenue”

     

    1.6.1 For
Licensed Products that are OLED Lighting Modules, or components thereof, which
are sold to non-Affiliated third parties, “Net Sales Revenue” means the gross
amount invoiced or received, whichever occurs sooner, on account thereof, less
(a) applicable sales and other similar taxes to the extent actually collected
and remitted to the appropriate taxing authorities; (b) shipping charges to the
extent separately itemized on the customer invoice and actually paid to
third-party carriers; (c) insurance costs to the extent separately itemized on
the customer invoice and actually paid or accrued for such purpose; and (d)
refunds or credits actually given to third parties for returned or defective
items.  If the OLED Lighting Module or component is sold or otherwise
transferred for consideration other than solely cash (such as in the case where
Konica Minolta is receiving other consideration from the purchaser of the OLED
Lighting Modules or components under one or more separate business arrangements
relating to the downstream sale of related products), “Net Sales Revenue” means
the standard or list selling price at which OLED Lighting Modules or components
of similar kind and quantity are being offered for sale to non-Affiliated third
parties at such time, or if no such selling price is available, the fair market
value of such OLED Lighting Modules or components.

     

    1.6.2 For
Licensed Products that are OLED Lighting Modules, or components thereof, which
are sold or otherwise transferred to Konica Minolta Affiliates, “Net Sales
Revenue” means the greater of (a) or (b), where (a) is the transfer price
utilized by Konica Minolta for such intercompany sale or transfer, including all
commissions and other amounts payable in connection therewith; and (b) is the
standard or list selling price at which OLED Lighting Modules or components of
similar kind and quantity are being offered for sale to non-Affiliated third
parties at such time, or if no such selling price is available, the fair market
value of such OLED Lighting Modules or components

     

    1.6.3 For
Licensed Products that are not themselves OLED Lighting Modules, but that
incorporate one or more OLED Lighting Modules, “Net Sales Revenue” would be
calculated in the same manner as for OLED Lighting Modules according to
subsection 1.5.1 or 1.5.2 above, whichever is applicable, except that “Net Sales
Revenue” would only include that portion of the sales or transfer price which is
fairly attributable to the OLED Lighting Module(s) incorporated in such Licensed
Products.  Under such circumstances, unless otherwise agreed, “Net
Sales Revenue” shall mean the price of the Licensed Product multiplied by the
fraction C/C+D, where C is the inventory carrying cost for the OLED Lighting
Module(s) incorporated in such Licensed Product and D is the inventory carrying
cost for the other components of the Licensed Product, with the inventory
carrying cost in each case being determined in accordance with Generally
Accepted Accounting Principles as consistently applied in the general course
of

     


    
      
        
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    1.6.4 Konica
Minolta’s or its Permitted Sublicensee’s business.  Any applicable
deductions and commissions shall also be limited to only those portions of such
deductions and commissions which are fairly attributable to the OLED Lighting
Module(s) incorporated in such Licensed Products.

     

    1.6.5 If either
party presents reasonable evidence that the amount calculated as set forth above
does not fairly reflect the fair market value of any OLED Lighting Modules or
components thereof being sold or otherwise transferred (such as evidence that
the industry-wide average sales price of substantially similar products differs
significantly from the price calculated herein), the parties shall in good faith
negotiate a more equitable method of calculating Net Sales Revenue with respect
to such OLED Lighting Modules or components.

     

    1.7 “OLED” or “Organic Light Emitting
Device” means a device
consisting of two electrodes, at least one of which is transparent, together
with one or more chemical substances deposited between these two electrodes, at
least one of which is an organic or organometallic material, which device emits
light when a voltage is applied across the electrodes.

     

    1.8 “OLED Lighting Module”
means a device designed for use in Lighting applications, which device consists
of (a) an OLED panel or panels, (b) [The confidential material contained herein
has been omitted and has been separately filed with the Commission.], and (c)
[The confidential material contained herein has been omitted and has been
separately filed with the Commission.].

     

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

     

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

     

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

     

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

     

    1.9 “Phosphorescent
Material” means an organometallic or other organic material that, when
used in the emissive layer of an OLED, emits radiation from a triplet excited
state or enhances the emission of radiation through phosphorescent
sensitization.

     

    1.10 “Signage” means usage
for advertising or in informational products, such as billboards, exit signs and
digital clocks or watches, wherein the product emits light to produce
predetermined images or shapes such as numbers, letters or
pictures.

     

    1.11 “Universal Display
Know-How” means Know-How of Universal Display relating to the practice of
inventions claimed in the Universal Display Patents, which Know-How constitutes
a “Confidential Item” of Universal Display, as such term is defined
herein.

     


    
      
        
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    1.12 “Universal Display
Patents” means all patents pertaining to OLED Lighting Modules that are
issued, registered, granted or allowed in the world as of the Effective Date and
which Universal Display owns or has the right to license to Konica Minolta
hereunder, including, but not limited to, the issued, registered, granted or
allowed patents listed in Exhibit A, together
with such future patents as are specified in Section 2.3 below.

     

    1.13 “Universal Display
Technology” means the Universal Display Patents and the Universal Display
Know-How.

     

    1.14 “Valid Claim” means a
claim of an issued, registered, granted or allowed patent, which claim has
neither expired nor been finally held unpatentable, invalid or unenforceable by
a court or other government agency of competent jurisdiction.

     

    Article
2 License
Rights

     

    2.1 Grant of License to Konica
Minolta.  Subject to the remaining provisions of this Article
2, Universal Display hereby grants to Konica Minolta a worldwide,
royalty-bearing, non-exclusive and non-transferable (except in connection with a
permitted transfer of this Agreement as a whole) license, with rights to
sublicense to Permitted Sublicensees according to Section 2.2 below, under the
Universal Display Patents, and to use the Universal Display Know-How, solely to
manufacture (but not have manufactured except by Permitted Sublicensees), sell,
offer for sale, use, import and export Licensed Products.  Universal
Display further agrees that it shall not assert, nor cause or permit any of its
Affiliates to assert, any Universal Display Patent against Konica Minolta, its
Affiliates, or their customers based solely on Konica Minolta’s or its Permitted
Sublicensees’ sale or other disposition or use of any Licensed Product made
after the Effective Date, provided that Konica Minolta has paid, or is committed
to pay, a royalty to Universal Display hereunder on account of such sale or
other disposition.

     

    2.2 Permitted
Sublicensees.  Konica Minolta shall be permitted to grant
sublicenses of the foregoing license rights solely to its Permitted
Sublicensees, provided that (a) each such sublicense shall be pursuant to a
written agreement between Konica Minolta and the Permitted Sublicensee, which
written agreement shall obligate the Permitted Sublicensee to abide by the scope
of license and other applicable provisions of this Agreement; (b) in addition to
its other rights or remedies hereunder, Universal Display shall be expressly
identified in the written sublicense agreement as a third-party beneficiary
thereof, entitled to enforce the scope of license and other applicable
provisions of this Agreement directly against the Permitted Sublicensee; (c)
Konica Minolta shall identify the name and business address of each such
Permitted Sublicensee to Universal Display in writing promptly following its
entry into a written sublicense agreement with the Permitted Sublicensee; and
(d) Konica Minolta shall use its best efforts to cause each Permitted
Sublicensee abide by the scope of license and other applicable provisions of
this Agreement.  As used herein, “Permitted
Sublicensees” shall include (1) entities in which Konica Minolta
Technology Center, Inc., or its parent, Konica Minolta Holdings, Inc., has an
ownership or other similar controlling interest of eighty percent (80%) or more,
which entities do not have, and are not Affiliates of entities (other than
Konica Minolta) that have, their own separate OLED development programs or
businesses, but only for so long as such conditions continue to be

     


    
      
        
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    2.3 satisfied;
and (2) [The confidential material contained herein has been omitted and has
been separately filed with the Commission.].

     

    2.4 License Rights to Future
Patents and Know-How.  To the extent it has the right to do so,
Universal Display will expand Konica Minolta’s license rights under Section 2.1
above to include any additional patents and Know-How pertaining to OLED Lighting
Modules that are owned by or licensed to Universal Display and which are issued,
registered, granted or allowed in the case of patents, or generated in the case
of Know-How, during the first five (5) years of the Term, but excluding any such
patents or Know-How acquired by Universal Display through a merger, asset
acquisition or other similar transaction (“Acquired Technology”)
unless separately agreed in writing.  Universal Display shall
periodically update Exhibit A to include
any such additional patents (other than Acquired Technology patents unless
separately agreed).  Upon Konica Minolta’s request, the parties will
discuss reasonable terms under which Konica Minolta’s license rights under
Section 2.1 above would also be expanded to include Acquired
Technology.  Universal Display agrees not to disclose to Konica
Minolta any Know-How included in Acquired Technology unless and until requested
to do so by Konica Minolta.

     

    2.5 Rights Respecting OLED
Chemicals.  [The confidential material contained herein has
been omitted and has been separately filed with the
Commission.]  Subject to the foregoing and the remainder of this
Section 2.4, nothing in this Agreement shall be construed as authorizing or
otherwise permitting Konica Minolta, its Permitted Sublicensees, or any third
party claiming through either of them, to practice under any Universal Display
Patents, or to use any Universal Display Know-How, for purposes of manufacturing
OLED chemicals, or having OLED chemicals manufactured for Konica Minolta or its
Permitted Sublicensees, or on their behalf.  [The confidential
material contained herein has been omitted and has been separately filed with
the Commission.]

     

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

     

    For the
avoidance of doubt or misunderstanding, Universal Display shall not assert, nor
cause or permit any of its Affiliates to assert, any Universal Display Patent
against Konica Minolta, its Affiliates, or their customers based on Konica
Minolta’s or its Permitted Sublicensee’s sales or other disposition of any
Licensed Products as authorized under Section 2.1 above, and with respect to
which royalties are paid to Universal Display hereunder, which Licensed Products
[The confidential material contained herein has been omitted and has been
separately filed with the Commission.]  Nothing herein shall prohibit
Universal Display or its Affiliates from asserting any Universal Display Patent
against any person or entity that is the manufacturer of or supplier to Konica
Minolta or its Permitted Sublicensee of such OLED chemicals [The confidential
material contained herein has been omitted and has been separately filed with
the Commission.].  This assertion may include, without limitation,
efforts by Universal Display to seek a royalty from the manufacturer or supplier
on account of the OLED chemical sold to Konica Minolta or its Permitted
Sublicensee, in which event Konica Minolta and the Permitted Sublicensee shall
reasonably cooperate with Universal Display in this endeavor.

     


    
      
        
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    No Rights Respecting OLED
Manufacturing Equipment.  Subject to the remainder of this
Section 2.5, nothing in this Agreement shall be construed as authorizing or
otherwise permitting Konica Minolta, its Permitted Sublicensees’ or any third
party claiming through either of them, to practice under any Universal Display
Patents, or to use any Universal Display Know-How, for purposes of manufacturing
equipment or machinery used to produce an OLED.  [The confidential
material contained herein has been omitted and has been separately filed with
the Commission.]  For the avoidance of doubt or misunderstanding,
Universal Display shall not assert, nor cause or permit any of its Affiliates to
assert, any Universal Display Patent against Konica Minolta, its Affiliates, or
their customers based on Konica Minolta’s or its Permitted Sublicensee’s sales
or other disposition of any Licensed Products as authorized under Section 2.1
above, and with respect to which royalties are paid to Universal Display
hereunder, which Licensed Products [The confidential material contained herein
has been omitted and has been separately filed with the
Commission.].  Subject to the foregoing sentence, nothing herein shall
prohibit Universal Display or its Affiliates from asserting any Universal
Display Patent against any person or entity that is the manufacturer of or
supplier to Konica Minolta or its Permitted Sublicensee of such manufacturing
equipment or machinery.  This assertion may include, without
limitation, efforts by Universal Display to seek a royalty from the manufacturer
or supplier on account of the equipment or machinery sold to Konica Minolta or
its Permitted Sublicensee, in which event Konica Minolta and the Permitted
Sublicensee shall reasonably cooperate with Universal Display in this
endeavor.

     

    2.6 Acknowledgement of
Derivative Rights.  Konica Minolta acknowledges that certain of
the Universal Display Patents and the Universal Display Know-How are licensed by
Universal Display from the Trustees of Princeton University (“Princeton”), the
University of Southern California (“USC”), the University
of Michigan (“Michigan”) and
Motorola, Inc. (“Motorola”), and,
therefore, that Konica Minolta’s license rights under this Agreement with
respect to such Universal Display Patents and Universal Display Know-How are
subject to the reserved rights of and obligations to such third parties under
their license agreements with Universal Display.  Konica Minolta
further acknowledges that the U.S. Government has certain reserved rights with
respect to those Universal Display Patents claiming inventions that were first
conceived or reduced to practice under contracts between the U.S. Government and
Universal Display or its licensors.  Universal Display hereby
covenants to Konica Minolta that: (a) Universal Display shall comply in all
material respects with the terms of its license agreements with such third-party
licensors and its contracts with or awards from the U.S. Government as in either
case are relevant to Konica Minolta’s exercise of license rights granted by
Universal Display hereunder; and (b) no additional consideration shall be owed
by Konica Minolta to such third-party licensors or the U.S. Government on
account of Konica Minolta’s practice under the Universal Display Patents or use
of the Universal Display Know-How as contemplated hereunder.  Upon
Konica Minolta’s request, Universal Display will provide Konica Minolta with
copies (which may be reasonably redacted by Universal Display to avoid
disclosing confidential information not relevant to this Agreement) of such of
Universal Display’s agreements with such third-party licensors and of the
applicable portions its relevant contracts with or awards from the U.S.
Government.

     

    2.7 Reservation of
Rights.  Except for the license rights expressly granted to
Konica Minolta under this Article 2, all rights to practice under the Universal
Display Patents and to use

     


    
      
        
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    2.8 the
Universal Display Know-How are reserved unto Universal Display and its
licensors.  No implied rights or licenses to practice under any
patents or to utilize any unpatented inventions, Know-How or technical
information of either party are granted to the other party
hereunder.

     

    Article
3 Know-How

     

    3.1 Transfer of
Know-How.  To the extent it has the right to do so, during the
Term Universal Display shall disclose to Konica Minolta such of the Universal
Display Know-How as Universal Display determines, or as Konica Minolta
reasonably indicates, would be useful in connection with Konica Minolta’s
design, manufacture and/or sale of Licensed Products as permitted
hereunder.  Such disclosure shall occur under a separately negotiated
amendment to the Joint Development Agreement between the parties dated as of
September 1, 2005, and last amended effective as of July 31, 2006 (the “Joint Development
Agreement”), or some other similar agreement between the parties, and
shall be subject to any additional conditions and limitations set forth
therein.

     

    Article
4 Patent
Matters, Attribution and Samples

     

    4.1 Patent
Validity.  To the extent such a restriction is permitted by
applicable law, Konica Minolta shall not, and shall ensure that its Affiliates
do not, challenge or oppose, or assist others in challenging or opposing (or
initiating other proceedings of a similar nature), the issuance, validity or
enforceability of any of the Universal Display Patents.  Should Konica
Minolta or any of its Affiliates so challenge or oppose, or assist others in
challenging or opposing (or initiating other similar proceedings), any of the
Universal Display Patents, Konica Minolta shall reimburse Universal Display for
all attorneys’ fees, costs and out-of-pocket expenses incurred by Universal
Display in resisting or responding to such challenge or opposition in the event
the challenge or opposition is fully or substantially
unsuccessful.  The foregoing shall be in addition to, and not in lieu
of, any other remedies that may be available, at law or equity, including an
action for the recovery of damages.

     

    4.2 Patent
Marking.  Upon Universal Display’s request and without
incurring any excessive additional expense, Konica Minolta and its Permitted
Sublicensees shall apply or cause to be applied to all Licensed Products, or at
their option to the packaging for such Licensed Products, such reasonable
markings or notices of the Universal Display Patents actually covering those
Licensed Products as may be requested in writing by Universal Display’s
licensors in order to fully protect their rights and interests therein under the
laws of the countries in which such Licensed Products are or are likely to be
marketed, sold or used.

     

    4.3 Attribution.  With
respect to any Licensed Product that would, but for the license granted
hereunder, infringe the [The confidential material contained herein has been
omitted and has been separately filed with the Commission.] patents being
sublicensed hereunder, Konica Minolta and its Permitted Sublicensees shall, upon
Universal Display’s request and without incurring any excessive additional
expense, ensure that all such Licensed Products are marked on an exposed surface
with such of the following notices as are requested in writing [The confidential
material contained herein has been omitted and has been separately filed with
the

     


    
      
        
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    4.4 Commission.]  When
such a notice would not be reasonably and customarily applied to the Licensed
Products, it shall instead appear prominently on the packaging for the Licensed
Products, or in data sheets or other literature accompanying such Licensed
Products.

     

    4.5 Non-Use of Certain
Names.  Konica Minolta and its Permitted Sublicensees shall not
use the names of Princeton, USC or Michigan in connection with any products,
promotion or advertising without the prior consent of Princeton, USC or
Michigan, as applicable, except to the extent reasonably required by
law.  Notwithstanding the foregoing sentence, Konica Minolta and its
Permitted Sublicensees may state that its license rights hereunder are
derivative of rights granted by Princeton, USC and Michigan to Universal Display
under the license agreement among them.

     

    4.6 Samples.  Upon
Universal Display’s request [The confidential material contained herein has been
omitted and has been separately filed with the Commission.], Konica Minolta
shall supply Universal Display with a minimum of two (2) samples of each
Licensed Product that Konica Minolta or its Permitted Sublicensees offer for
sale to third parties.  Universal Display shall limit its requests for
such samples to a reasonable number of Licensed Products and Konica Minolta
shall supply such samples promptly upon Konica Minolta’s or its Permitted
Sublicensees’ first shipment of the Licensed Product for sale to third
parties.  The samples supplied to Universal Display from Konica
Minolta under this Section 4.5 shall be deemed Confidential Items of Konica
Minolta and treated as such by Universal Display; provided, however, that
Universal Display may use such samples for promotional purposes, such as in
displays at shareholder meetings or other similar venues.

     

    4.7 Amendments to the Universal
Display Patents.  To the extent Japanese law requires Universal
Display to obtain Konica Minolta’s approval for amendments to a specification of
any Universal Display Patent licensed hereunder, Konica Minolta agrees that it
shall promptly approve all such reasonable amendments proposed by Universal
Display.

     

    4.8 Notice of
Infringements.  Konica Minolta may report in writing to Universal
Display any activities which Konica Minolta reasonably regards as an
infringement of the Universal Display Patents [The confidential material
contained herein has been omitted and has been separately filed with the
Commission.].  Upon receipt of
such report, the parties will discuss the matter and thereafter Universal
Display will in good faith determine, in its discretion, whether to launch an
appropriate investigation and/or take other protective measures to end the
infringement.  Among other factors, this determination shall take into
consideration Konica Minolta’s interest in ensuring that its Licensed Products
remain competitive with other similar products in the
marketplace.

     

    Article
5 Consideration

     

    5.1 Upfront License
Fees.  In partial consideration of the license rights granted
by Universal Display hereunder, Konica Minolta shall pay to Universal Display
the upfront license fees specified in Exhibit B
hereto.  Said upfront license fees are due and payable on the date(s)
specified in Exhibit
B hereto.  All such fees are non-refundable and shall be in
addition to, and not creditable against, any royalties payable
hereunder.

     


    
      
        
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    5.2 Royalties.  In
further consideration of the license rights granted by Universal Display
hereunder, Konica Minolta shall pay to Universal Display running royalties at
the rates specified in Exhibit B hereto on
account of Net Sales Revenue from Konica Minolta’s and its Permitted
Sublicensees’ sales or other disposition of Licensed Products, as set forth in
subsections 5.2.1 through 5.2.5 below.  For clarification, royalties
shall not be calculated or payable on account of Licensed Products, or
components thereof, that are manufactured for and sold to Konica Minolta or its
Affiliates by Permitted Sublicensees, but rather royalties shall be calculated
and payable on account of Konica Minolta’s or its Affiliates’ subsequent sales
of Licensed Products that constitute or incorporate the items supplied by the
Permitted Sublicensees.

     

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

     

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

     

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

     

    5.2.4 Both
parties acknowledge and agree that the royalty rates and the methods by which
they are to be calculated and paid have been determined through arms length
negotiations between the parties and that such rates and methods are reasonable
and appropriate notwithstanding whether and to what extent any of the Universal
Display Patents have been issued, registered, granted or allowed, or have
expired, in any particular country in which Licensed Products are made, sold or
used.

     

    5.2.5 No
multiple royalties shall be due because any Licensed Product, or its
manufacture, sale, other disposition or usage, is or may be covered by more than
one Universal Display Patent licensed hereunder.

     

    5.3 Royalty
Reports.  Within forty-five (45) days following the end of each
[The confidential material contained herein has been omitted and has been
separately filed with the Commission.] during the Term (and if the Term ends in
the middle of a [The confidential material contained herein has been omitted and
has been separately filed with the Commission.], within forty-five (45) days
following the end of the Term), Konica Minolta shall submit to Universal Display
a written report, in English, that includes the following information (each, a
“Royalty
Report”): (a) a description of all Licensed Products sold or otherwise
disposed of during such [The confidential material contained herein has been
omitted and has been separately filed with the Commission.]; (b) gross amounts
invoiced or received on account of Konica Minolta’s and its Permitted
Sublicensees’ sales or other disposition of such Licensed Products, provided,
however, the report of gross amounts invoiced on account of Permitted
Sublicensee’s sales or other disposition of Licensed Products is not required,
if such Permitted Sublicensee is a subcontractor for Konica Minolta and the
Licensed Products are being supplied only to Konica Minolta or its Affiliates
for resale or other disposition that will be reported on by Konica Minolta; (c)
Konica Minolta’s reasonably detailed calculation of the royalties due and owing
to

     


    
      
        
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    5.4 Universal
Display on account of such sales or other disposition of Licensed Products; and
(d) such other information as Universal Display may reasonably request of Konica
Minolta which is pertinent to a royalty accounting hereunder.  [The
confidential material contained herein has been omitted and has been separately
filed with the Commission.]

     

    5.5 Payment of
Royalties.  Within forty-five (45) days following the end of
each [The confidential material contained herein has been omitted and has been
separately filed with the Commission.] during the Term (and if the Term ends in
the middle of a [The confidential material contained herein has been omitted and
has been separately filed with the Commission.], within forty-five (45) days
following the end of the Term), Konica Minolta shall pay directly to Universal
Display the royalties due and payable with respect to Licensed Products sold or
otherwise disposed of during such [The confidential material contained herein
has been omitted and has been separately filed with the
Commission.].  [The confidential material contained herein has been
omitted and has been separately filed with the Commission.]

     

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

     

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

     

    Article
6 Payment
Terms; Audit Rights

     

    6.1 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 nonrefundable once
made.  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 Konica Minolta or any of its Affiliates.  Without limiting
its other rights or remedies on account of any late payment, Universal Display
may require Konica Minolta to pay interest on any late payments at a per annum
rate equal to [The confidential material contained herein has been omitted and
has been separately filed with the Commission.].

     

    6.2 Payment Authorization and
Associated Charges.  Konica Minolta shall secure all
authorizations required for payment of all amounts due to Universal Display
hereunder and shall bear all transfer fees and other charges associated
therewith.  Konica Minolta may withhold from any amount payable
hereunder any taxes required to be withheld by the applicable law, at the time
of payment.  Universal Display shall cooperate with Konica Minolta and
take commercially reasonable actions in order to (a) file certificates and other
documentation with taxing authorities and/or (b) obtain a reduction or
elimination of, or credit for, taxes relating to this
Agreement.  Without limitation of the generality of the forgoing, in
order to eliminate the obligation to

     


    
      
        
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    6.3 withhold
taxes under the United States-Japan New Income Tax Treaty effective as of March
30, 2004, Universal Display shall (i) complete the Application Form for Income
Tax Convention (Form 3), (ii) complete the Attachment Form For Limitation On
Benefits Article (Form 17) and (iii) obtain a United States Residency
Certification (the “Application
Documents”), and shall send the originals of such Application Documents
to Konica Minolta upon the execution of this Agreement.  Konica
Minolta shall then promptly file the originals of such Application Documents
with the director of the district taxation office for the place where Konica
Minolta resides.  [The confidential material contained herein has been
omitted and has been separately filed with the Commission.]

     

    6.4 Currency Conversion and
Restriction.  All royalties due hereunder based on Licensed
Products sold or otherwise disposed of by Konica Minolta or its Permitted
Sublicensees outside of the United States shall be payable in U.S. Dollars at
the rate of exchange for the currency of the country in which such sales or
usage occurs, which rate of exchange shall equal the exchange rate as published
by the Bank of Tokyo-Mitsubishi UFJ, Ltd. on the last business day of the [The
confidential material contained herein has been omitted and has been separately
filed with the Commission.] with respect to which payment is being
made.  All royalties shall be paid to Universal Display without
deduction of currency exchange fees or other similar amounts.  If at
any time the legal restrictions of a country outside of the United States
prevent Konica Minolta from paying Universal Display any amounts due hereunder,
Universal Display may direct Konica Minolta to make such payment to Universal
Display’s account in a bank or other depository of such country.

     

    6.5 Records; Audit and
Inspection.  Konica Minolta shall, and shall require its
Permitted Sublicensees to, keep accurate and complete financial and technical
records with respect to the Licensed Products they manufacture, sell or use, as
well as with respect to the royalties payable to Universal Display hereunder,
for at least two (2) years from the end of each calendar half-year
period.  During the Term and for two (2) years thereafter, an
independent certified public accountant selected by Universal Display and
approved by Konica Minolta (such approval not to be unreasonably withheld),
together with such technical support staff as such accountant reasonably deems
necessary, shall have the right to audit such records and inspect such of Konica
Minolta’s and its Permitted Sublicensees’ materials, equipment and manufacturing
processes as are reasonably necessary in order to verify Konica Minolta’s
payment of all royalties due hereunder.  Universal Display shall give
reasonable advance notice of any such audit or inspection to Konica Minolta, and
such audit or inspection shall be conducted during Konica Minolta’s or its
Permitted Sublicensees’ normal business hours and in a manner that does not
cause unreasonable disruption to Konica Minolta’s or its Permitted Sublicensees’
conduct of their business.  The results of any such audit or
inspection shall be deemed a Confidential Item of Konica Minolta and shall not
be disclosed by Universal Display except as may be necessary for Universal
Display to enforce its rights hereunder.  If the audit or inspection
reveals that Konica Minolta has underpaid any royalties due to Universal
Display, Konica Minolta shall immediately pay to Universal Display all unpaid
royalties, plus interest on the unpaid amounts from the date payment was
initially due at the rate specified in Section 6.1 above.  Universal
Display shall be responsible for paying the fees and expenses charged by the
accountant for conducting any audit or inspection hereunder; provided, however,
that if the unpaid royalties exceed [The confidential material contained herein
has been omitted and has

     


    
      
        
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    6.6 been
separately filed with the Commission.] of the total royalties that should have
been paid by Konica Minolta during the audited period, Konica Minolta shall
promptly reimburse Universal Display for the reasonable fees and expenses
charged by such accountant.

     

    Article
7 Confidentiality
and Publicity

     

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

     

    7.1.1 Recipient
shall not publish, disclose or otherwise disseminate any Confidential Items 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, in the case
of Konica Minolta, its Permitted Sublicensees), and then only if such persons
previously have agreed in writing to handle and maintain such Confidential Items
in accordance with the provisions of this Agreement or provisions substantially
similar thereto.  Disclosure of Universal Display Confidential Items
other than detailed technical information shall also be permitted to Konica
Minolta’s Affiliates under the terms of the foregoing
sentence.  Disclosure or dissemination of Confidential Items of the
other party to additional persons or entities requires the prior written
approval of such other party.

     

    7.1.2 Recipient
shall maintain all Confidential Items of the other party in a safe and secure
place with reasonable safeguards to prevent any unauthorized access to or
disclosure of such Confidential Items.  As used herein, “reasonable
safeguards” means all safeguards that a reasonable person would take to protect
the Confidential Item 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.

     

    7.1.3 Recipient
may copy Confidential Items of the other party only as is reasonably necessary
for Recipient to accomplish the purposes of this Agreement.  Copying
or reproduction of Confidential Items other than information and documents is
strictly prohibited.

     

    7.1.4 Recipient
shall not utilize or exploit any Confidential Items of the other party, or
permit or assist others to utilize or exploit such Confidential Items, or
analyze any sample contained in the Confidential Items of the other party or
have analyzed said sample by any third party, except as is reasonably necessary
to accomplish the purposes of this Agreement.  Reverse engineering,
disassembly or other methods designed to derive the composition, structure,
method of manufacture or purity of, or any concepts or ideas underlying,
Confidential Items other than information and documents is strictly
prohibited.

     

    7.1.5 Recipient
shall not publish or otherwise disclose to third parties, including by
referencing or including in any patent application, any test results or other
information or data regarding Recipient’s evaluation or use of any Confidential
Items of the other party without the other party’s prior written consent [The
confidential material contained herein has been omitted and has been separately
filed with the Commission.].

     


    
      
        
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    7.1.6 Promptly
upon learning of any unauthorized use or disclosure of any Confidential Item 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 Item.

     

    7.1.7 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 Items of the other party, including any copies
or portions thereof, in Recipient’s possession or control pursuant to the other
party’s written request; provided, however, that Recipient may retain one copy
of documents incorporating Confidential Items 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.

     

    7.2 Definition of Confidential
Items. As used
herein, “Confidential
Items” of a party are all trade secret, proprietary and confidential
information and materials disclosed during the term of this Agreement in order
to accomplish the purposes of this Agreement (including information resulted
from any follow-up work relating thereto and disclosed during the term of this
Agreement), in written, oral or electronic form, relating to such party’s or its
licensors’, suppliers’ or business partners’ technologies, compounds, 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 Items” of a party shall not include any information or
materials that:

     

    7.2.1 are
approved by such party in writing for release by Recipient without
restriction;

     

    7.2.2 Recipient
can demonstrate by written records were 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;

     

    7.2.3 are
publicly known as of the date of this Agreement, or become public knowledge
subsequent thereto, through no act or omission of Recipient or any third party
receiving such items from or through Recipient;

     

    7.2.4 are
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

     

    7.2.5 are
independently developed by or on behalf of Recipient without the benefit of such
party’s Confidential Items, as shown by competent written records.

     


    
      
        
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    7.2.6 Konica
Minolta’s permitted analysis and uses of Phosphorescent Materials or other OLED
materials sold by Universal Display to Konica Minolta shall be covered
separately under the agreement or terms and conditions of sale for such
materials.

     

    7.3 Disclosure Required by
Law.  This Agreement shall not restrict Recipient from
disclosing any Confidential Items 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 Items, and provided further that Recipient shall use all reasonable
efforts to limit such disclosure to only those Confidential Items that are
required to be disclosed and ensure that the person or entity to whom such
Confidential Items are disclosed agrees to keep them confidential.

     

    7.4 Responsibility for
Personnel.  Recipient shall be responsible for the acts or
omissions of any persons or entities receiving Confidential Items 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.

     

    7.5 Universal Display’s
Licensors.  Notwithstanding the foregoing, Universal Display
shall have the right to provide an unredacted copy of this Agreement, along with
copies of all Royalty Reports, to each of Princeton, USC, Michigan and Motorola;
provided that in such case Universal Display shall cause such third-party
licensors to have first agreed in writing to handle and maintain such items in
accordance with the provisions of this Article 7, or provisions substantially
similar thereto.

     

    7.6 Confidentiality of this
Agreement.  The terms of this Agreement shall be deemed
Confidential Items 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.

     

    7.7 Press Releases and Other
Public Disclosure.  Within four (4) business days following the
date on which this Agreement is executed Universal Display will be required to
file with the U.S. Securities and Exchange Commission a Current Report on Form
8-K that describes this Agreement in general terms.  Concurrent with
Universal Display’s filing of such Current Report, the parties shall issue a
joint press release describing the general nature of this
Agreement.  Any subsequent press release or other public announcement
respecting this Agreement shall first be provided to the other party for its
review and comment and the party issuing the release or disclosure shall use all
reasonable efforts to incorporate any comments received as a result
thereof.  Upon request, either party shall provide the other with a
suitable quote from a high-level official for use by it in any such press
release or other public disclosure.  Any press release or other public
announcement describing the specific financial terms or other provisions of this
Agreement shall require the other party’s prior written
consent.  Nothing herein shall prohibit either party from

     


    
      
        
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    7.8 making
any disclosure of this Agreement or the terms hereof to the extent required by
law or regulation.

     

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

     

    Article
8 Representations
and Warranties; Disclaimers and Limitations of Liability

     

    8.1 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.

     

    8.2 Further Warranty by
Universal Display.  Universal Display additionally represents
and warrants to Konica Minolta that Universal Display owns or has sufficient
rights in the Universal Display Technology to grant the licenses granted to
Konica Minolta hereunder.

     

    8.3 Further Warranty by Konica
Minolta.  Konica Minolta additionally represents and warrants
to Universal Display that it shall not bind or purport to bind Universal Display
to any affirmation, representation or warranty provided to any other person with
respect to any Licensed Products it may manufacture, sell, offer for sale,
import or use, or any processes it may employ in connection
therewith.

     

    8.4 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 Konica Minolta or
its Permitted Sublicensees will be able to manufacture, sell or use any Licensed
Products without obtaining additional license rights from third
parties.

     

    8.5 Required Disclaimer of
Princeton, USC and Michigan.  PRINCETON, USC AND MICHIGAN MAKE
NO REPRESENTATIONS AND WARRANTIES AS TO THE PATENTABILITY AND/OR DISCOVERIES
INVOLVED IN ANY OF THE UNIVERSAL DISPLAY PATENTS LICENSED
HEREUNDER.  PRINCETON, USC AND MICHIGAN MAKE NO REPRESENTATION AS TO
PATENTS NOW HELD OR WHICH WILL BE HELD BY OTHERS IN ANY FIELD AND/OR FOR ANY
PARTICULAR PURPOSE.  PRINCETON, USC AND MICHIGAN MAKE NO EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

     

    8.6 Limitation on Certain
Damages.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES ARISING UNDER OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS
AGREEMENT.  The foregoing limitation shall not limit either party’s
liability to the other party for: (a) any claims of

     


    
      
        
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    8.7 bodily
injury or damage to tangible property resulting from such party’s gross
negligence or willful misconduct; (b) any unauthorized use of the other party’s
materials or technology; (c) any infringement of the other party’s patents; or
(d) any breach of the provisions of Article 7 respecting the other party’s
Confidential Items.

     

    8.8 Essential Part of the
Bargain.  The parties acknowledge that the disclaimers and
limitations of liability set forth in this Article 8 reflect a deliberate and
bargained for allocation of risks between them and are intended to be
independent of any exclusive remedies available under this Agreement, including
any failure of such a remedy to achieve its essential purpose.

     

    Article
9 Term
and Termination

     

    9.1 Term.  The
term of this Agreement (the “Term”) shall commence
on the Effective Date and shall continue, unless terminated sooner as permitted
hereunder, until the latter of the date of expiration of the last to expire of
the Universal Display Patents.  Unless otherwise expressly agreed in
writing by the parties, all licenses granted under this Agreement shall expire
immediately upon any termination of this Agreement.

     

    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 Termination for Challenge of
Patents.  Universal Display may terminate this Agreement
immediately on written notice if Konica Minolta or any of its Affiliates asserts
or assists another in asserting (including through the use of a “dummy” person
or entity), before any court, patent office or other governmental agency, that
any of the Universal Display Patents are invalid or unenforceable, should be
cancelled or invalidated (in whole or in part), or should otherwise not be
granted, allowed or issued, and such challenge is not fully terminated within
thirty (30) days following written notice thereof by Universal
Display.  [The confidential material contained herein has been omitted
and has been separately filed with the Commission.]

     

    9.4 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.

     

    9.5 Survival.  The
following provisions of this Agreement shall survive the expiration or earlier
termination of this Agreement:  (a) Articles 4 and 6 through 10; (b)
any payment or reporting obligations of Konica Minolta respecting the sale or
other disposition of Licensed Products occurring prior to the date of such
expiration or termination; and (c) any other provisions necessary to interpret
the respective rights and obligations of the parties hereunder.

     


    
      
        
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    9.6 Any
termination of this Agreement shall be in addition to, and not in lieu of, any
other remedies that may be available, at law or equity, including an action for
the recovery of damages.

     

    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 (other than a failure to pay amounts due and
owing hereunder) caused by an event beyond its reasonable control and not due to
its or its Affiliates’ 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 Notices.  Any
disclosures or notices required or permitted hereunder shall be in writing and
shall be deemed effectively given upon receipt of such disclosures or notices by
the receiving party.  Such disclosure or notices shall be given by
personal delivery, certified mail with postage prepaid and return receipt
requested, or prepaid delivery using a recognized private courier, to each party
at its address set forth below.  Either party may change its address
for such notices at any time by means of a notice given in the manner provided
in this paragraph.

     

    All
Royalty Reports and any other financial notices, to:

    


    
      
        
          
            	
                    Universal
      Display Corporation

                  	 
      	
                    Konica
      Minolta Technology Center, Inc.

                  
	
                    375
      Phillips Boulevard

                  	 
      	
                    No.1
      Sakura-machi, Hino-shi

                  
	
                    Ewing,
      New Jersey  08618

                  	 
      	
                    Tokyo
      191-8511, Japan

                  


          

        

      

    

    


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

    


    All other
notices and communications:

    


    
      
        
          
            	
                    Universal
      Display Corporation

                  	 
      	
                    Konica
      Minolta Holdings, Inc.

                  
	
                    375
      Phillips Boulevard

                  	 
      	
                    Marunouchi
      Center Building

                  
	
                    Ewing,
      New Jersey  08618

                  	 
      	
                    1-6-1
      Marunouchi,
Chiyoda-ku

                  


          

        

      

    

    


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


    
      
        
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                      	 	 	 With
      a copy to:
	 	 	 
	 	 	
                              Konica
      Minolta Technology Center, Inc.

                            
	 	 	
                              No.1
      Sakura-machi, Hino-shi

                            
	 	 	
                              Tokyo
      191-8511,
Japan

                            


                    

                  

                

              

            

          

        

      

    

    


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

    


    10.4 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.  Notwithstanding
the foregoing, Konica Minolta 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 the Universal
Display Patents.  Should Konica Minolta assign or transfer this
Agreement, whether by merger, acquisition or otherwise, to a third party with an
existing OLED development program or business, or should Konica Minolta acquire
less than one hundred percent (100%) of the existing OLED business of any third
party, the license rights granted to Konica Minolta under this Agreement shall
not extend to any current or future products of such third party’s OLED business
unless otherwise expressly agreed to by Universal Display in
writing.  Moreover, should Universal Display have already entered into
a similar license 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 Konica Minolta under this Agreement as they pertain to products
of Konica Minolta’s OLED business, or of such third party under its similar
license agreement as they pertain to products of the third party’s OLED
business, unless otherwise expressly agreed to by Universal Display in
writing.  [The confidential material contained herein has been omitted
and has been separately filed with the Commission.]  Nothing herein
shall confer any rights upon any person other than the parties hereto and their
respective successors and permitted assigns.

     

    10.5 Business
Continuity.  In order to facilitate Konica Minolta’s business
continuity, Universal Display shall not assign, transfer or otherwise dispose of
its interest in any Universal Display Patents licensed hereunder, even by
merger, acquisition or otherwise, without first obtaining from the assignee,
transferee or other person or entity obtaining such interest, a written
acknowledgment of the obligations of Universal Display and rights of Konica
Minolta under this Agreement, and a written agreement to assume such obligations
and honor such rights.

     

    10.6 Equitable
Relief.  In the event of a party’s actual or reasonably
anticipated infringement of the other party’s patents, unauthorized use of the
other party’s proprietary materials or information; or breach of the provisions
of Article 7 respecting the other party’s Confidential Items, the other party
may seek to obtain injunctive or other equitable relief as may be necessary to
restrain such activity, without the necessity of proving actual damages
and

     


    
      
        
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    10.7 without
posting any bond or other security.  Such relief shall be in addition
to, and not in lieu of, any other rights or remedies available to the other
party under this Agreement, at law or in equity.

     

    10.8 Choice of Law; Dispute
Resolution.  This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New Jersey, U.S.A.,
without respect to its rules on the conflict of laws.  In the event
that an unresolved dispute arises over the enforcement, interpretation,
construction or breach of this Agreement, the parties agree that it may be
litigated in the appropriate courts of the United States or Japan, and each
party hereby irrevocably submits to the non-exclusive jurisdiction of such
courts for all purposes with respect to any legal action or proceeding relating
thereto.

     

    10.9 Severability.  In
the event that any term of this Agreement is held to be invalid, illegal, or
unenforceable, such invalidity, illegality, or unenforceability shall not affect
any other portion of this Agreement, and there shall be deemed substituted for
such term other term(s) that are permitted by applicable law and that will most
fully realize the intent of the parties as expressed in this
Agreement.

     

    10.10 No
Waivers.  The failure of either party to enforce, or any delay
in enforcing, any right, power or remedy that such party may have under this
Agreement shall not constitute a waiver of any such right, power or remedy, or
release the other party from any obligations under this Agreement, except by a
written document signed by the party against whom such waiver or release is
sought to be enforced.

     

    10.11 Entire Agreement;
Amendments.  This Agreement constitutes the entire
understanding and agreement of the parties respecting the subject matter hereof
and supersedes any and all prior agreements, arrangements or understandings
between the parties, whether written or oral, relating thereto.  This
Agreement may not be amended or supplemented in any way except by a written
document signed by both parties.

     

    10.12 Counterparts.  This
Agreement may be executed by the parties hereto in separate counterparts, each
of shall be deemed an original, but all of which together shall constitute one
and the same instrument.

     


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

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Konica
      Minolta Holdings, Inc.

                                        	 
      	
                                          Universal
      Display Corporation

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                          By:          /s/ Hisashi Tokumaru

                                        	 
      	
                                          By:          /s/ Steven V. Abramson

                                        
	 
      	 
      	 
      
	
                                          Name:     Hisashi Tokumaru

                                        	 
      	
                                          Name:     Steven V. Abramson

                                        
	 
      	 
      	 
      
	
                                          Title:       Executive Officer, General
      Manager

                                        	 
      	
                                          Title:       President

                                        
	
                                                         
      of LA Business Department

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                          Date:        August 8, 2008

                                        	 
      	
                                          Date:       August 11,
2008

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    
 

    
      
        
          Konica
Minolta/Universal Display Confidential

        

         


      

      
        Page
20 of 22

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Universal
Display Patents

    


    


    [Separately
attached hereto.]

    



    
      
        
          Konica
Minolta/Universal Display Confidential

        

         


      

      
        Page
21 of 22

        
          

        

      

      
         


      

    


    Exhibit
B

    


    License
Fees and Royalty Rates

    


    


    Upfront License
Fees:

    


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

    


    Royalty
Rates:

    


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

    



    
      
        
          Konica
Minolta/Universal Display Confidential

        

         


      

      
        Page
22 of 22