ex10_1.htm


    Exhibit
10.1

     

    Amendment
No. 2

     

    to
the

     

    SPONSORED
RESEARCH AGREEMENT

     

    between

     

    Universal
Display Corporation

     

    and

     

    The
University of Southern California

    


    


    This
Amendment No. 2 (this “Amendment”) shall
amend and modify, to the extent of any inconsistency, the Sponsored Research
Agreement originally entered into effective as of May 1, 2006, by and between
Universal Display Corporation (“UDC”) and the
University of Southern California (“USC”), as previously
amended (the “Agreement”).  This
Amendment shall be deemed effective as of May 1, 2009.

    


    WHEREAS,
USC has subcontracted a portion of the Research under the Agreement to the
University of Michigan (“Michigan”);
and

    


    WHEREAS,
USC, Michigan and UDC desire to continue the Research under the Agreement for an
additional four (4) year period.

    


    NOW THEREFORE, each of the parties
hereto, intending to be legally bound, hereby agrees as
follows:

    


    1. The
period for performance of the Research is hereby extended for four (4)
additional years, through April 30, 2013.  The period from May 1, 2009
through April 30, 2013 shall be referred to as (“Phase 5”) of the
Research.

    


    2. The Work
Plan for Phase 5 of the Research is set forth in Exhibit A attached hereto,
which exhibit is hereby incorporated into the Agreement by
reference.

    


    3. The
Budget for Phase 5 of the Research is set forth in Exhibit B attached hereto,
which exhibit is hereby incorporated into the Agreement by
reference.  Unless otherwise agreed in writing, the total annual
amounts due from UDC hereunder for performance of Phase 5 of the Research shall
not exceed the maximum annual budgeted amounts in Exhibit B.

    


    4. Except as
set forth herein, all of the other terms and conditions of the Agreement shall
remain the same and in full force and effect.

    


    IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement by their duly authorized
representatives.

    


    


    
      
        
          
            
              
                	
                        Universal
      Display Corporation

                      	 
      	
                        The
      University of Southern California

                      
	 
      	 
      	 
      	 
      	 
      
	
                        By:

                      	
                          
      /s/ Steven V. Abramson

                      	 
      	
                        By:

                      	
                          
      /s/ Jean Chan

                      
	
                        Name:

                      	
                          
      Steven V. Abramson

                      	 
      	
                        Name:

                      	
                          
      Jean Chan

                      
	
                        Title:

                      	
                          
      President

                      	 
      	
                        Title:

                      	
                          
      Senior Contracts & Grants Administrator

                      
	
                        Date:

                      	
                          
      May 7, 2009

                      	 
      	
                        Date:

                      	
                          
      5/4/09

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                          
      /s/ Mark E. Thompson

                      	 
      	 
      	
                          
      /s/ Stephen Forrest

                      
	 
      	
                          
      Professor Mark E. Thompson

                      	 
      	 
      	
                          
      Professor Stephen R. Forrest

                      
	 
      	
                          
      USC Principal Investigator

                      	 
      	 
      	
                          
      Michigan Principal Investigator

                      
	 
      	 
      	 
      	 
      	 
      
	
                        Date:

                      	
                          
      May 1, 2009

                      	 
      	
                        Date:

                      	
                          
      May 6, 2009