Exhibit 10.1


    Exhibit
      10.1

    
 

    AMENDMENT
      # 2

     

    to
      the

     

    NONEXCLUSIVE
      FIELD OF USE LICENSE AGREEMENT

     

    dated
      March 29, 1999 (the "License Agreement")

     

    by
      and
      between

     

    EASTMAN
      KODAK COMPANY, on behalf of itself and its subsidiaries, ("Kodak")

     

    and

     

    eMAGIN
      CORPORATION, formerly FED Corporation, ("eMagin")

     

    This
      Amendment # 2 shall amend and modify, to the extent of any inconsistency, the
      provisions
      of the
      above-identified License Agreement, as follows:

     

    WHEREAS
      eMagin has acquired under the License Agreement certain licenses and other
      rights relating to Kodak's patents and know-how related to organic
      light-emitting diode (`OLED") technology and desires to eliminate and delay
      certain of its current and future license payments to Kodak under the License
      Agreement in order to have financial stability and to continue and grow its
      business;

     

    WHEREAS
      eMagin has acquired certain of its own patents in OLED technology and one of
      those patents, U.S. Patent 6,337,492 BI, entitled "Serially-Connected Organic
      Light Emitting Diode Stack Having Conductors Sandwiching Each Light Emitting
      Layer" issued January 8, 2002 is of interest to Kodak, and this Amendment #
      2 to
      the License Agreement is intended to grant to Kodak an exclusive license, and
      sublicensing rights, and certain other rights under such patent subject to
      and
      in accordance with the terms, conditions and limitations set forth in this
      Amendment # 2; and

     

    WHEREAS
      eMagin wishes to retain a nonexclusive license under the Licensed Patent
      (as
      hereinafter defined) conveyed to Kodak for the Field of Use (as defined in
      the
      License Agreement) and Kodak is agreeable to eMagin retaining such license
      under
      the Licensed Patent for such Field of Use subject to and in accordance with
      the
      terms, conditions and limitations set forth in this Amendment # 2.

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



     

    In
      consideration of these premises and of the mutual promises set forth below,
      the
      Parties agree as follows:

     

    
      	
            	1.0	
              Add
                the following definition to the License Agreement in Section 2.0
                on
                DEFINTIONS:

            


    

     

    
      	
            	2.14.	
              "Licensed
                Patent"
                means the invention disclosures, if available, patent applications
                and
                patents (including letters patent, industrial designs, process patents
                and
                inventor's certificates) related to U.S. Patent 6,337,492 BI, entitled
                "Serially-Connected Organic Light Emitting Diode Stack Having Conductors
                Sandwiching Each Light Emitting Layer" issued January 8, 2002 and
                any
                inventions disclosed therein and all patents and applications claiming
                priority thereto
                or sharing priority therewith, and any and all rights to any of the
                foregoing
                anywhere in the world, including any provisional applications,
                substitutions, extensions, supplementary patent certificates, reissues,
                reexaminations, renewals, divisions, continuations in part or in
                whole,
                continued prosecution applications, requests for continued examination,
                and other similar filings or notices provided for under the laws
                of the
                United States or of any other
                country.

            


    

     

    
      	
            	2.0	
              Add
                the following license grant to Kodak in the License Agreement in
                Section
                3.0 on
                LICENSE GRANTS:

            


    

     

    
      	
            	3.4	
              Grant
                by eMagin.
                Subject to the terms of this Agreement, eMagin hereby grants to Kodak
                and
                its Affiliates a fully paid-up, irrevocable, exclusive, world-wide,
                license, including the right to sublicense third parties, under the
                Licensed Patent to develop or have developed, make or have made,
                use,
                offer
                to
                sell, sell and import any tool, product, method, procedure, process
                or
                other subject matter whose manufacture, use, practice, or sale would
                constitute, but for the license granted to Kodak pursuant to the
                License
                Agreement as amended by this Amendment # 2, an infringement of any
                claim
                of the Licensed Patent, including spare parts and components for
                use in
                displays inside or outside the Field of Use. The term of the foregoing
                exclusive license shall be for the life of the Licensed Patent. In
                connection with the foregoing exclusive license, eMagin hereby confirms
                that under Section 18.6.3 of the License Agreement, eMagin has the
                full

            


    

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        right
          and
          power to convey such exclusive license to Kodak. Notwithstanding that eMagin
          has
          granted the foregoing exclusive license to Kodak under the Licensed Patent,
          Kodak acknowledges and agrees that eMagin shall retain a nonexclusive,
          worldwide
          license under the Licensed Patent in and only in the Field of Use, including
          a
          nonexclusive right to license third parties under the Licensed Patent,
          in and
          only in the Field of Use. Each party hereby acknowledges and agrees that
          neither
          party shall have any obligation to account for or share any royalties or
          other
          consideration that may be received in connection with the grant of any
          sublicenses under their respective sublicensing rights under the Licensed
          Patent.

      

    

     

    
      	
            	3.0	
              Add
                the following elimination and delay with respect to the payments
                eMagin
                owes or will
                owe to Kodak under the License Agreement in Section 4.0 on ROYALTIES
                AND
                PAYMENTS :

            


    

     

    
      	
            	4.8	
              Elimination
                and Delay in Royalties to Kodak.
                In
                consideration for the rights granted to Kodak hereunder, eMagin
                shall:

            


    

     

    
      	(a)  	
              owe
                to Kodak no royalty payments under Section 4.2 (a) - (c) of the
                License
                Agreement for the first six (6) months (from January 1 through
                June 30) of calendar year 2007; and

            


    

    
      	(b)  	
              be
                granted a delay, without any interest, until December 1, 2007, of
                the
                remaining balance of Seventy Six Thousand Nine Hundred Seventy One
                U.S.
                Dollars ($76,971) that eMagin currently owes Kodak under Section
                4.2 (a) -
                (c) of the License Agreement on its royalty payment for the fourth
                (4`h)
                quarter of calendar year 2006, at which time such remaining balance
                shall
                be fully due and payable;

            


    

    
      	(c)  	
              be
                granted a delay, without any interest, until December 1, 2007, of
                the
                annual minimum royalty payment of One Hundred Twenty Five Thousand
                U.S.
                Dollars ($125,000) that eMagin currently owes Kodak under Section
                4.2 (d)
                of the License Agreement as its annual minimum royalty payment due
                January
                1, 2007 for calendar year 2007, at which time such annual minimum
                royalty
                payment for 2007 shall be fully due and payable;
                and

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
          
             

          

        

      

    

     

     

     

    
      
        	                                         (d)	
                be
                  granted a delay, without any interest, until
                  December 1, 2008 of the annual
                  minimum royalty payment of One Hundred Twenty Five Thousand
                  U.S. Dollars ($125,000) that eMagin will owe Kodak under Section
                  4.2 (d)
                  of the License Agreement as its annual minimum royalty payment
                  due January
                  1, 2008 for calendar year 2008, at which
                  time
                  such annual minimum royalty payment for 2008 shall be fully due
                  and
                  payable.

              


      


     

    
      	
            	4.0	
              Add
                the following provisions to the License Agreement with respect to
                other
                matters
                relating to the Licensed Patent:

            


    

     

    
      	
            	1.	
              As
                of the Effective Date of this Amendment #2 and with respect to the
                Licensed Patent, eMagin hereby authorizes and designates Kodak to
                have
                full power and control and to have the sole authority, at Kodak's
                sole
                discretion, to prosecute Licensed Patent (including without limitation
                prosecution of any patent interference proceeding or other proceeding
                in
                the U.S. Patent and Trademark Office involving the Licensed Patent),
                maintain (or abandon as the case may be) the Licensed Patent and
                enforce
                in any country with respect to any and all third parties the Licensed
                Patent. Kodak shall be responsible for the reasonable expenses relating
                to
                each of the foregoing actions. In this connection, however, as of
                the
                effective date of this Amendment #2, eMagin hereby acknowledges and
                agrees
                to fully cooperate and assist Kodak in undertaking any of the foregoing
                actions, including without limitation: (a) promptly providing Kodak
                with
                full and complete access to all documentation, and information in
                the
                possession of eMagin and its counsel relating to prosecuting, maintaining
                and enforcing the Licensed Patent in any patent office or in any
                other
                administrative or judicial proceeding
                in any country, including without Iimitation, any patent office
                actions,
                maintenance fee payment information and other patent office,
                administrative or judicial
                communications and notices relating to the Licensed Patent; (b)
                initiating,
                at
                Kodak's request and at its expense, any enforcement action against
                any
                third party as to the Licensed Patent; and (c) authorizing and signing
                any
                documents or power of attorney and taking any other actions requested
                by
                Kodak to evidence and
                certify as to Kodak's rights to prosecute, maintain and enforce the
                Licensed
                Patent.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	
            	2.	
              WITH
                RESPECT TO THE PROSECUTION, MAINTENANCE OR ENFORCEMENT OF THE LICENSED
                PATENT AT ANY TIME, WHETHER PRIOR TO, ON OR FOLLOWING THE EFFECTIVE
                DATE
                OF THIS AMENDMENT #2, KODAK SHALL HAVE NO LIABILITY TO EMAGIN OR
                ANY OTHER
                ENTITY RECEIVING ANY INTEREST IN THE LICENSED PATENT FROM EMAGIN,
                FOR ANY
                ACTION OR INACTION TAKEN OR NOT TAKEN BY KODAK. THIS LIMITATION OF
                LIABILITY INCLUDES BUT IS NOT LIMITED TO INITIATING ANY ENFORCEMENT
                ACTIONS, AND/OR MAKING OR PARTICIPATING IN ANY EXAMINATIONS, AMENDMENTS,
                RESPONSES, APPEALS, ARGUMENTS, PAYMENTS, MAINTENANCE FEES OR ANNUITIES
                RELATING TO ANY OF THE INTELLECTUAL PROPERTY RIGHTS GRANTED TO KODAK
                UNDER
                THIS AMENDMENT # 2.

            


    

     

    All
      other
      terms and conditions of the above-referenced License Agreement shall remain
      in
      full
      force
      and effect.

     

    AMENDED
      AND AGREED TO EFFECTIVE THIS 14 DAY
      OF
      MAY, 2007.

     

    
      	
              EASTMAN
                KODAK COMPANY 

               

               

               

            	 	 	
              EMAGIN
                CORPORATION (formerly FED

              CORPORATION

            
	/s/ Laura G.
              Quatena 	 	 	/s/ K.
              C.
              Park
	
              
Signature	 	 	
              
Signature
	
            	 	 	
            
	
              Laura G.
                Quatena 

              
                

              

              Printed
                Name

            	 	 	K. C. Park
              
                

              

              Printed
                Name

            
	
               

            	 	 	 
	Title:
              Vice President	 	 	Title:
              CEO/President