Exhibit 10.1


     

    INTELLECTUAL
      PROPERTY AGREEMENT

     

    This
      Agreement, effective as of this 30th day
      of
      May, 2007, (the "Effective
      Date")
      is by
      and between Eastman Kodak Company ("Kodak"), a New Jersey corporation and eMagin
      Corporation (formerly FED CORPORATION), ("Seller"), a Delaware corporation
      with
      its principal office at 10500 NE 8th Street, Suite 1400, Bellevue, WA 98004
      ("Seller").

     

    RECITALS:

     

    WHEREAS
      Seller has acquired under Kodak's patents and know-how related to organic
      light-emitting diode ("OLED") technology the "NONEXCLUSIVE FIELD OF USE LICENSE
      AGREEMENT RELATING TO OLED TECHNOLOGY FOR MINIATURE, HIGH RESOLUTION DISPLAYS"
      dated March 29, 1999, as amended, (hereinafter referred to as the "License
      Agreement") and desires to reduce 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; and

    WHEREAS
      Seller has acquired certain of its own patents in OLED technology and one
      of
      those
      patents, U.S. Patent 6,337,492 B l, 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 Agreement is intended to assign to Kodak the
      ownership rights in such
      patent subject to and in accordance with the terms, conditions and Iimitations
      set forth in this
      Agreement.

     

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

     

    ARTICLE
      1

     

    DEFINITIONS

     

    For
      the
      purposes of this Agreement, the terms used herein shall have the meaning
      specifically defined below and shall
      be
      applicable both to the singular and plural forms.

    
      
        
        

      

      
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    1.01
      "Affiliate"
      means
      any company, partnership, joint venture, or other entity which directly or
      indirectly controls, is controlled by or is under common control with a Party.
      Control shall mean the possession of fifty percent (50%) or more of the voting
      share capital or the power to direct or cause the direction of the management
      and policies of the controlled entity, whether through the

    ownership
      of shares, by contract or otherwise, but only for so long as such control shall
      exist.

     

    1.02
      "Agreement"
      or
"Intellectual
      Property Agreement"
      means
      this Intellectual Property Agreement and the Exhibits hereto, and any other
      agreements or instruments entered into by the parties hereto on the date hereof
      in connection with the subject matter hereof, as the same may from time to
      time
      be amended by mutual written agreement of the Parties.

     

    1.03 "Assigned
      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 B1, 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 and all rights
      and
      remedies against past, present and future infringement, misappropriation, or
      other violation of
      any of
      the foregoing.

     

    1.04
      "Assignment
      of Invention of Patent"
      means
      the Assignment of Invention of Patent in substantially
      the form attached as Exhibit
      A
      to this
      Agreement, pursuant to which Seller confirms it
      is
      selling, assigning, and transferring to Kodak the right, title, and interest
      in
      and to the Assigned
      Patent.

     

    1.05
      "Breaching
      Party"
      has the
      meaning set forth in Section 10.01 of this Intellectual Property
      Agreement.

    


    
      
        
        

      

      
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    1.06
      "Encumbrance"
      means
      any lien, charge, title retention, claim, license, conditional sale,
obligation
      to license or sell, or other encumbrances including any liens imposed by any
      third party.

     

    1.07
      "including"
      and
"include"
      shall
      mean including without limitation and include without limitation,
      respectively.

     

    1.08"Kodak"
      has the
      meaning set forth in the preamble to this Intellectual Property
      Agreement.

     

    1.09
      "Party"
      means
      Seller or Kodak, as the case may be.

     

    1.10
      "Patent"
      means
      the Assigned Patent.

     

    1.11"Seller"
      has the
      meaning set forth in the preamble to this Intellectual Property
      Agreement.

     

    ARTICLE
      2

     

    INTELLECTUAL
      PROPERTY TRANSFER

     

    2.01
      In
      consideration for the significantly reduced payments made to Kodak as set forth
      in Article 3, Seller hereby assigns to Kodak all rights, title and interest
      to
      the Assigned Patent.

     

    ARTICLE
      3

     

    CONSIDERATION

     

    3.01
      In
      consideration to Seller for the transfer of rights to Kodak hereunder, Kodak
      agrees that:

     

    (1)  Each
      of
      Seller's quarterly royalty payments owed to Kodak under Section 4.2 of the
      License Agreement for the second half (from July 1 through December 31) of
      calendar year 2007 shall be reduced by fifty percent (50%); and

     

    (2)  Each
      of
      Seller's quarterly royalty payments owed to Kodak under Section 4.2 of the
      License Agreement for the calendar year 2008 shall be reduced by fifty percent
      (50%).

    


    
      
        
        

      

      
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    ARTICLE
      4

     

    PATENT
      PROSECUTION

     

    4.01
      As
      of the Effective Date of this Agreement and with respect to the Assigned Patent,
      the Party owning such Assigned Patent after the transactions contemplated herein
      shall at its sole discretion be entitled to file, prosecute, issue and maintain
      (or abandon as the case may be) the Assigned Patent.

     

    4.02
      EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS INTELLECTUAL PROPERTY
      AGREEMENT, WITH RESPECT TO THE APPLICATION, PROSECUTION OR MAINTENANCE OF ANY
      PATENT ASSIGNED OR LICENSED AT ANY TIME, WHETHER PRIOR TO, ON OR FOLLOWING
      THE
      EFFECTIVE DATE: KODAK SHALL HAVE NO LIABILITY TO SELLER OR ANY ENTITY RECEIVING
      AN INTEREST IN ANY PATENT FROM SELLER, FOR ANY ACTION OR INACTION TAKEN
OR
      NOT
      TAKEN BY KODAK. THIS LIMITATION OF LIABILITY INCLUDES BUT IS NOT LIMITED
      TO ANY FILINGS, EXAMINATIONS, AMENDMENTS, RESPONSES, APPEALS, ARGUMENTS,
      PAYMENTS, MAINTENANCE FEES OR ANNUITIES RELATING TO ANY
      OF THE
      INTELLECTUAL PROPERTY RIGHTS ASSIGNED
      TO
      KODAK
      UNDER THIS INTELLECTUAL PROPERTY AGREEMENT.

     

    ARTICLE
      5

     

    TRANSITION
      OF IP EFFORTS

     

    5.01
      As
      of the Effective Date and with respect to the Assigned Patent, Seller will
      reasonably cooperate with KODAK in the prosecution and transition of files.
      Without limitation to the foregoing, Seller will (a) provide the documentation
      and information set forth in the Patent Transfer Procedures set forth in Exhibit
      B and (b) provide reasonable access to (i) inventors who are Seller employees
      for consultation concerning patent prosecution and enforcement and (ii) Seller's
      U.S. and non-US patent counsel. Ultimate prosecution and enforcement control
      (including decisions to prepare, file, prosecute, maintain, abandon, terminate
      or otherwise handle the
      Assigned Patent) will reside with Kodak. Kodak at its own discretion and expense
      may contact
      inventors who are not in Seller's employ. In such case, Seller hereby waives
      any
      surviving

    


    
      
        
        

      

      
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    confidentiality
      obligations that inventors may have to Seller for patent prosecution
      and
      enforcement consultation with respect to the Assigned Patent.

     

    ARTICLE
      6

     

    CONFIDENTIAL
      INFORMATION

     

    6.01
      Each
      Party shall keep confidential, and shall not disclose to any third party, any
      information relating to this Agreement, any information provided or transmitted
      to it by the other Party or its Affiliates, that the receiving Party has a
      reasonable basis to believe is confidential to the transmitting Party or that
      is
      treated by the transmitting Party as confidential (including with respect
      to Seller any confidential information contained within the patent application,
      file histories
      and
      related documents (if any) transferred to Kodak in connection with the
      assignment of the Assigned Patent), until such information is publicly disclosed
      through no fault of either Party. Notwithstanding the foregoing, a Party may
      disclose the existence and terms of this Agreement (except
      for the amount of payment to be made pursuant to Section 3.01) on a confidential
      basis to any
      actual or potential buyer of any business to which the patent rights assigned
      hereunder pertain, and
      additionally to any actual or potential buyer of any Assigned Patent or any
      actual or potential
      licensee
      of any Assigned Patent in the case of Kodak. The foregoing obligations in
      Paragraph 6.01, shall not apply when and to the extent such
      information:

     

    (1)  was
      known
      by the receiving Party prior to disclosure or was independently developed
      thereafter (provided however that to the extent that any information provided
      to Kodak
      or
      its Affiliates hereunder relates to any Assigned Patent such information shall
      be
      considered the confidential information of Kodak as of and following the
      Effective Date);

     

    (2)  is
      lawfully available to the trade or to the public prior to the Effective
      Date;

     

    (3)  through
      no act on the part of the receiving Party thereafter becomes lawfully available
      to the trade or to the public; or

     

    (4)  is
      required to be disclosed to a third party pursuant to law or legal process,
      provided that
      the
      receiving Party takes reasonable steps to inform the other Party of such
      disclosure,
      to the
      extent that the receiving Party is permitted to do so by law, before such
      disclosure takes place and provides the other Party an opportunity to object
      or
      otherwise act.

    


    
      
        
        

      

      
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    ARTICLE
      7

     

    ENFORCEMENT
      OF INTELLECTUAL PROPERTY
      RIGHTS

     

    For
      the
      Assigned Patent, Kodak has the sole and exclusive right to institute any
      lawsuits or other proceedings
      against any third party with respect to such patents, including any claim for
      past, present
      or future infringement, misappropriation, or violation of any intellectual
      property rights assigned
      to Kodak hereunder, and Seller shall at Kodak's expense reasonably cooperate
      with Kodak
      in
      connection with any such lawsuit or other proceeding. The decisions of whether
      and when
      to
      institute, to settle or to continue the prosecution of any such lawsuits or
      other proceedings against
      any third party with respect to such patents shall be determined at Kodak's
      sole
      discretion.

     

    ARTICLE
      8

     

    REPRESENTATIONS
      AND WARRANTIES

     

    8.01
      EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO RIGHTS WITH RESPECT TO ANY PATENTS
      OR
      OTHER INTELLECTUAL PROPERTY RIGHTS ARE TRANSFERRED OR GRANTED. EXCEPT AS
      OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, NEITHER PARTY NOR ITS
      AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OF THE
      INTELLECTUAL PROPERTY OR RIGHTS TRANSFERRED TO THE OTHER PARTY, INCLUDING
      WARRANTIES AS TO THE FITNESS, MERCHANTABILITY, VALIDITY, NONINFRINGEMENT,
      FREEDOM FROM ERRORS, OR CONDITION OF THE INTELLECTUAL PROPERTY, MATERIAL, RIGHTS
      OR TECHNICAL INFORMATION OR AS TO ANY OTHER MATTER. NOTWITHSTANDING THE
      FOREGOING, SELLER REPRESENTS AND WARRANTS {i) THAT IT IS THE SOLE AND EXCLUSIVE
      OWNER OF THE ASSIGNED PATENT, AND HAS THE RIGHT TO ASSIGN THE ENTIRE RIGHT,
      TITLE AND INTEREST IN THE ASSIGNED PATENT EXCEPT THE PARTIES ACKNOWLEDGE THAT
      THE ASSIGNED PATENT MAY BE SUBJECT TO CERTAIN SECURITY INTERESTS AS MORE
      PARTICULARLY SET FORTH AND DESCRIBED IN ATTACHED EXHIBIT C, THE ENTIRETY OF
      WHICH SECURITY INTERESTS SHALL TERMINATE AND BE RELEASED ON OR BEFORE THE
      EFFECTIVE DATE AS DESCRIBED IN EXHIBIT C; (ii) TO THE KNOWLEDGE OF SELLER,
      THE
      ASSIGNED PATENT HAS BEEN FILED,

    


    
      
        
        

      

      
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    PROSECUTED
      AND MAINTAINED IN ACCORDANCE WITH ALL LEGAL REQUIREMENTS; (iii) AND THE ASSIGNED
      PATENT IS NOT SUBJECT TO ANY LICENSES OR ANY OTHER ENCUMBRANCES EXCEPT AS
      PROVIDED IN THE LICENSE AGREEMENT TO KODAK AND IN CLAUSE (i) ABOVE; (iv) THE
      CONSUMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT WILL NOT CONFLICT
      WITH ANY CONTRACTS OR AGREEMENTS OR ANY OTHER INSTRUMENTS TO WHICH SELLER OR
      ANY
      OF ITS AFFILIATES IS A PARTY; (v) THERE ARE NO PENDING OR THREATENED PATENT
      LITIGATIONS RELATING TO THE ASSIGNED PATENT OR ANY CHALLENGES TO THE VALIDITY,
      OWNERSHIP, INVENTORSHIP OR ENFORCEMENT OF THE ASSIGNED PATENT, AND TO THE
      KNOWLEDGE OF SELLER THERE IS NO SUBSTANTIAL BASIS THEREFOR; (vi) NO PAYMENT
      OTHER THAN THE PAYMENT SET FORTH IN SECTION 3.01 HEREOF IS DUE TO SELLER OR,
      TO
      THE KNOWLEDGE OF SELLER, ANY OTHER ENTITY, WITH RESPECT TO THE RIGHT TO USE
      OF
      THE ASSIGNED PATENT; AND (viii) THE ASSIGNED PATENT IS NOT SUBJECT TO ANY RIGHTS
      OF ANY U.S. OR NON-U.S. GOVERNMENT.

     

    ARTICLE
      9

     

    INDEMNIFICATION

     

    9.01
      Seller shall indemnify, defend and hold Kodak or any of its Affiliates harmless
      against any and all claims asserted within twelve (12) months after the
      Effective Date and related liabilities, losses, damages, fines, judgments and
      penalties, including related costs and expenses (including reasonable attorneys'
      fees and disbursements) (collectively "Damages")
      arising
      directly or indirectly
      from Seller's breach of any representation, warranty or obligation under this
      Agreement,
      provided
      that Kodak shall give Seller prompt notice of any such action, Kodak shall
      cause
      its employees and agents to reasonably cooperate with Seller and its legal
      representatives in the investigation or defense of such action, and Kodak shall
      permit Seller to settle any such action, claim or liability and agrees to the
      control of such defense or settlement by
      Seller,
      provided, that such settlement does not materially adversely affect Kodak's
      rights hereunder or impose any material
      obligations on Kodak in addition to those set forth herein. Kodak shall have
      the
      right, but
      not the
      obligation, to be represented by counsel of its own selection at its own
      expense.

    


    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained in this Agreement, the rights set forth
      in
      this Paragraph 9.01 shall be Kodak's sole and exclusive remedies against Seller
      with respect to third party claims arising directly or indirectly from Seller's
      breach of any representation, warranty or obligation under this
      Agreement.

     

    ARTICLE
      10

     

    TERM
      AND TERMINATION

     

    10.01
      This Agreement shall expire or terminate only under the following circumstances:
      (a) expiration of its own accord upon the expiration of the last right assigned
      hereunder; or (b) in the event that a Party (the "Breaching Party") is in breach
      of a material term or condition of this Agreement and fails to cure such breach
      within sixty (60) days after receiving written notice specifying the nature
      of
      the alleged breach. If Seller is the Breaching Party, ownership of the Assigned
      Patent shall remain vested in Kodak, and any license to the Seller under the
      Licensed Patent may be terminated immediately at the election of
      Kodak.

     

    10.02
      Articles 5, 7, 8, 9, and 10 shall survive any termination or expiration of
      this
      Agreement as shall all Articles and Paragraphs in which and to the extent
      survival is expressly provided for in this Agreement.

     

    ARTICLE
      11

     

    MISCELLANEOUS

     

    11.01
      This Agreement may not be amended or waived except in a writing executed by
      the
      Party against which such amendment or waiver is sought to be enforced. No course
      of dealing between or
      among
      any Parties having any interest in this Agreement will be deemed effective
      to
      modify or
      amend
      any part of this Agreement or any rights or obligations of any Party under
      or by
      reason of this Agreement.

     

    11.02
      All
      notices, demands and other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement will be in writing and will be deemed
      to have been given when personally delivered or ten (10) business days after
      being mailed by first class mail, return
      receipt requested, three (3) business days if sent by an international courier
      express service,
      or when
      receipt is acknowledged, if sent by facsimile, telecopy or other electronic
      transmission

    


    
      
        
        

      

      
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    device.
      Notices, demands and communications to Seller and Kodak will, unless another
      address is
      specified in writing, be sent to the address indicated below, or to such other
      person, address or telecopy number as any of the foregoing may have designated
      by giving notice hereunder:

     

    
      	 	If to Seller:	eMAGIN
              CORPORATION
              10500 NE 8th Street Suite 1400
              Bellevue,
                WA 98004 Attention: John Atherly

              Title:
                Chief Financial Officer

              Tel.
                (425) 749-3600 FAX (425) 749-3601

            
	 	 	 
	 	And to:	Richard
              Friedman, Esq.
              Sichenzia
                Ross Friedman Ference LLP 61 Broadway

              New
                York, New York 10006

              Tel.
                (212) 930-9700

              Fax
                (212) 930-9725

            
	 	 	 
	 	If to Kodak:  	EASTMAN
              KODAK COMPANY
              1999
                Lake Avenue

              Rochester,
                New York 1.4650-2142

              Attention:
                General Manager, OLED Systems Tel. (585) 722-0401

              FAX
                (585) 477-6498

            
	 	 	 
	 	And to: 	EASTMAN
              KODAK COMPANY 343 State Street
              Rochester,
                New York 14650

              Attention:
                General Counsel

              Tel.
                (585) 724-4332

              FAX
                (585) 724-9549

            


    

     

    
      
        
        

      

      
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    11.03
      This Agreement and all of the provisions hereof will be binding upon and inure
      to the benefit
      of the Parties and their respective successors and permitted assigns. Subject
      to
      the terms of this
      Agreement, either Party may freely assign or transfer the rights or licenses
      granted to it under this
      Agreement, provided that any such assignee agrees in writing to be bound by
      this
      Agreement
      as if it
      were a Party hereto and shall not relieve the assignor of any of its obligations
      under this Agreement.

     

    11.04
      This Agreement is for the benefit of the Parties and their permitted assigns
      and
      nothing herein
      expressed or implied shall give or be construed to give any Person, other than
      the Parties
      and such
      assigns, any legal or equitable rights under this Agreement.

     

    11.05
      Whenever possible, each provision of this Agreement will be interpreted in
      such
      manner as to
      be
      effective and valid under applicable law, but if any provision of this Agreement
      is held to be prohibited
      by or invalid under applicable law, such provision will be ineffective only
      to
      the extent
      of such
      prohibition or invalidity, without invalidating the remainder of such provision
      or the

    remaining
      provisions of this Agreement.

     

    11.06
      This Agreement and the exhibits hereto contain the complete agreement between
      the Parties
      and supersede any prior understandings, agreements or representations by or
      between the
      Parties,
      whether written, oral, or implied, which relate to the subject matter
      hereof.

     

    11.07
      This Agreement may be executed by exchange of one or more counterparts, any
      one
      of which need not contain the signatures of more than one Party, but all such
      counterparts taken together will constitute one and the same
      instrument.

     

    11.08
      The
      internal law, without regard to conflicts of laws principles, of the State
      of
      New York will
      govern all questions concerning the construction, validity and interpretation
      of
      this Agreement
      and the
      performance of the obligations imposed by this Agreement. Each of the Parties
      hereby irrevocably consents to the jurisdiction of the Supreme Court of New
      York
      in Monroe County, New York and U.S. Federal Courts for the Western District
      of
      New York, and hereby agree that process
      may be served in the manner provided herein for giving of notices or otherwise
      as allowed
      by New
      York state or U.S. federal law. Either Party may seek injunctive or other forms
      of equitable relief at any time from any court of competent
      jurisdiction.

    


    
      
        
        

      

      
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    11.09
      The
      headings in this Agreement are inserted for convenience only and shall not
      be
      used in the interpretation of this Agreement.

     

    11.10
      No
      Party has relied on any representation or warranty of any kind in entering
      into
      this Agreement, except for those representations and warranties expressly set
      forth herein.

     

    11.11
      No
      rights or licenses are granted except as expressly set forth in this
      Agreement.

     

    11.12
      Kodak and Seller represents and warrants that it has been fully advised and
      represented by legal
      counsel during the negotiation, drafting, and execution of this Agreement and
      this Agreement
      shall be
      deemed to have been drafted equally by the Parties.

     

    11.13
      Seller agrees to, at no charge to Kodak, execute further conveyance instruments
      as may be necessary or desirable to evidence the transfer of ownership of the
      Assigned Patent to Kodak, or the original ownership of the Assigned Patent
      on
      the part of Seller.

     

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

     

    
      	 	 	 
	 	
              eMAGIN
                CORPORATION

            
	 
 	 
 	 
 
	 	By:  	/s/ K.C.
              Park
	 	
              
K.C.
              Park
	 	Title:
              CEO / President 


    

    
      	 	 	 
	 	
              EASTMAN
                KODAK COMPANY

            
	 
 	 
 	 
 
	 	By:  	/s/ Laura
              G.
              Quatela
	 	
              

              Name:Laura
                G. Quatela

            
	 	Title: Vice
              President


    

    


    
      
        
        

      

      
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