puredepth_ex1023.htm


     

    Exhibit
      10.23

     

    Confidential
      Treatment Request -- Redacted Copy

     

    
      LICENSE
        AGREEMENT

       

      THIS
        LICENSE AGREEMENT (the “Agreement”) is made by and between
        PureDepth, Inc., a Delaware corporation, with its principal place of business
        at
        255 Shoreline Drive, Suite 610, Redwood City, CA 94065 together with its
        subsidiaries (“PureDepth”) and Samsung Electronics Co., Ltd. represented by
        Samsung Digital Media Business, a Korean corporation, with its principal
        place
        of business at 416 Maetan 3-dong, Youngtong-gu, Suwon-si, Gyeonggi-do
        (“Samsung”).  The effective date of this Agreement is the date last
        signed below by both parties (the “Effective Date”).

       

      WHEREAS,
        PureDepth is a research and design business focused on developing new display
        technology.  PureDepth has developed and continues to develop “MLD
        Technology” (as defined below) with promising commercial potential.

       

      WHEREAS,
        Samsung is a leading manufacturer and distributor of LCD desktop display
        monitors and public information displays.

       

      WHEREAS,
        PureDepth and Samsung have previously entered into a Non-Disclosure Agreement
        dated January 9, 2007 (“NDA”) and a Memorandum of Understanding and Prototype
        Agreement dated February 22, 2007 (“MOU”), and a Variation to Memorandum of
        Understanding and Prototype Agreement (“Variation”) to allow the parties to
        first investigate and then agree licensing and market
        opportunities.

       

      WHEREAS,
        PureDepth wishes to grant to Samsung a license to incorporate PureDepth’s
        multi-layer display technology into Samsung products and to Produce (as herein
        defined), offer for sale, sell and/or distribute such Samsung products within
        the Field of Use (as herein defined) and Territory (as herein defined) under
        the
        terms and subject to the conditions of this Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual promises and covenants and conditions
        contained herein, Samsung and PureDepth agree as follows:

       

      1.           Definitions.

       

      1.1           “Confidential Information”
        means, whether disclosed orally or in writing: (a) the technical transfer
        information including the Manufacturing Package and Design package provided
        and
        to be further provided  under the MOU and this Agreement (“Technical
        Transfer Information”), Know-How, and PureDepth Pending Applications whether or
        not marked confidential or otherwise identified as such (b) information and
        materials relating to research and development of products, processes and
        technologies conducted by PureDepth for PureDepth and/or other persons; and
        (c) commercial information relating to the business of the PureDepth and/or
        the business of any party for whom PureDepth is providing its services; and
        any
        reports prepared by PureDepth or its advisors in respect of the operations
        of
        PureDepth; and (d) information, knowledge or material which PureDepth has
        designated or may designate as proprietary and/or which relates to business,
        methods, services, techniques, products, programming or research of PureDepth;
        and (e) any copies of any of the information described above or any material
        derived
        from that information.

       

      1.2           
        “Depth Enhancing Technology” means technology utilizing two (2) or more
        screens in a stacked arrangement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      1.3           “Device”
        means product incorporating the MLD Technology, as set forth in the applicable
        Device Appendix.

       

      1.4           
        “Field of Use” means the field of use for each particular Device, as set
        forth in the applicable Device Appendix.

       

      1.5           “Field
        of Use Exclusions” means the excluded markets or fields of use for each
        particular Device and Field of Use, as may be set forth in the applicable
        Device
        Appendix.

       

      1.6           “Know-How”
        means, collectively, all know-how, show-how, technical information, technical
        knowledge, unpatentable inventions, manufacturing procedures, methods,
        specifications, bills of materials, processes, and formulas relating to
        PureDepth’s MLD Technology, including, but not limited to, the Technical
        Transfer Information.

       

      1.7           “Licensed
        Intellectual Property” means the PureDepth Patents and the
        Know-How.

       

      1.8           “MP
        Date” means the earlier of the commencement of Production or the date which
        is [****] after the Effective Date.

       

      1.9           “Milestone”
        means any milestone required to be met/fulfilled by either Samsung or PureDepth
        in accordance with the terms of this Agreement and as more specifically detailed
        in relation to any particular Device and Field of Use in the relevant and
        applicable Device Appendix.

       

      1.10           “MLD
        Technology”
        means Depth Enhancing Technology
        that would, absent a license, infringe on the PureDepth Patents.

       

      1.11           “Permitted
        Subcontractors” means those subcontractors of Samsung that will be involved
        with Production or otherwise of any Device who, as a result, require a
        sublicense of the rights granted by PureDepth to Samsung under this
        Agreement.  Any such sublicense will be subject to the terms and
        conditions set out under this Agreement.

       

      1.12           “Plans”
        means, collectively, the various guidelines/minimum requirements (at a high
        level) to be met by either or both parties, as applicable, in order to
        meet/deliver on the respective Milestones, including, in respect of Device
        Appendix No 1 in the first instance (and amended/updated/deleted or otherwise
        added to/for each other Device Appendix going forward), the:

       

      (a)           Branding
        Plan (“Exhibit G”);

       

      (b)           Production
        Plan (“Exhibit H”);

       

      (c)           Content
        Development Plan (“Exhibit I”),

       

      (d)           Public/Investor
        Relations Plan (“Exhibit J”);

       

      (e)           Device
        Labeling Plan (“Exhibit K”); and

       

      
        	
                 

              	
                (f)

              	
                Such
                  other plans as may be added by way of additional exhibits from
                  time to
                  time by mutual agreement between the
                  parties.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      1.13           “Production”
        or “Produce” or “Produced” or “Producing” means the
        manufacture of any Device from the date of mass production off hard tool (see
        Exhibit I – PVT - “Production Plan”) by Samsung or its Permitted
        Subcontractors.  

       

      1.14           “PureDepth
        Patents” means
        issued patents owned
        by PureDepth as of the  Effective Date, as listed in Exhibit B
        (“PureDepth Patents”), as well as any renewals, reissues, and reexaminations
        thereon and any future patents issued after the Effective Date (and which
        will
        be deemed to be added to Exhibit B (“PureDepth Patents”) upon
        issuance).

       

      1.15           “PureDepth
        Pending Applications” means any patent application whether or not published,
        beneficially owned or legally owned by PureDepth.

       

      1.16           “Quarter”
        and “Quarterly” means the calendar quarters ending 31 March, 30 June, 30
        September and 31 December in any calendar year.

       

      1.17           “Territory”
        means the described territory for each particular Device, as set forth in
        the
        applicable Device Appendix.

       

      2.           Device
        Appendix.  The Devices to be licensed in the specified/applicable
        Fields of Use by PureDepth to Samsung under the terms of this Agreement will
        be
        added to this Agreement from time to time, on a Device by Device basis, by
        means
        of a Device Appendix substantially in the form of Exhibit A (“Sample
        Device Appendix”).  Each Device Appendix will describe, at a minimum,
        the applicable Device, the Field of Use, the Field of Use Exclusions, the
        Territory, royalty payments, certain key Milestones required to be met by
        either
        party and the scope of the license grant by PureDepth to Samsung that are
        specific to licensing of the Device.  Once the parties have reached
        agreement with respect to the terms under which a particular Device will
        be
        licensed, PureDepth will memorialize such information in the form of a Device
        Appendix to be signed by the authorized representatives of the
        parties.  Once the Device Appendix is signed by the authorized
        representatives of the parties it will form part of this Agreement and become
        binding on the parties.

       

      3.           License
        Grants.

       

      3.1           Patent
        License.  Subject to and expressly conditional upon compliance
        with the terms and conditions of this Agreement, including payment of all
        royalties due hereunder, and provided Samsung is otherwise not in material
        breach under this Agreement, PureDepth hereby grants to Samsung a
        non-transferable (subject to Section 17.6 (“Assignment”)), limited license
        under the PureDepth Patents to make, have made, Produce, use, import, sell
        and
        offer to sell Devices in the applicable Field of Use and Territory under
        the
        Samsung brand (and not private labeled) without further right to sublicense
        such
        rights (except to Permitted Subcontractors).  While the ambit of the
        license granted by PureDepth to Samsung hereunder as well as the Territory
        for
        each Device is specified in each applicable Device Appendix, for clarity,
        PureDepth  confirms that, as set out in each Device Appendix, as at
        the Effective Date, PureDepth will not grant a license under the PureDepth
        Patents allowing a third party to enter the applicable Field of Use and
        Territory during the applicable Exclusive Period.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      3.2           Know-How
        License.  Subject to the terms of this Agreement and payment of
        royalties due, PureDepth hereby grants to Samsung a non-exclusive,
        non-transferable (subject to Section 17.6 (“Assignment”)), limited license
        in the applicable Field of Use and Territory to use the Know-How in the course
        of developing the Devices.  While the ambit of the license granted by
        PureDepth to Samsung hereunder as well as the Territory for each Device are
        specified in each applicable Device Appendix, for clarity, PureDepth confirms
        that, as set out in each Device Appendix, as at the Effective Date, PureDepth
        will not grant a license allowing a third party to use the Know-How in the
        applicable Field of Use and Territory during the applicable Exclusive
        Period.  Said Know How License will be sublicenseable to Permitted
        Subcontractors only.  Such Know-How will be disclosed solely to
        employees of Samsung and Permitted Subcontractors on a need-to-know basis.
        With
        respect to Permitted Subcontractors, Samsung will ensure each of the relevant
        Permitted Subcontractors executes both an appropriate non-disclosure agreement
        and subcontractor agreement in, or substantially in, the form set out in
        Exhibits D and E, respectively.


       

      3.3           Improvements.

       

      (i)           Samsung
        hereby grants PureDepth under Samsung’s intellectual property rights a
        [****] to make, have made, market, use, sell, distribute and
        import or export products and, [****], in:
        [****] 

       

      (b)           The
        parties agree that, for the purposes of this section 3.3(a)
        [****] are incorporated into further separate Device Appendices
        duly executed by the parties.


       

      3.4           Sublicensing
        of Improvements.

       

      (a)           With
        reference to sections 3.3(a) (iii) and 3.3(i) of this Agreement,
        PureDepth’s right to [****] provided that:

       

      (i)           
        the total royalty payable to [****] incorporated.

       

      (ii)           the
        royalty shall only be payable to [****] applications within or
        outside the Territory in respect of which the sublicense is to be
        granted.

       

      (b)           With
        reference further to section 3.3(a)(iv) of this Agreement:

       

      (i)           PureDepth
        acknowledges and agrees that [****];

       

      (ii)           Samsung
        acknowledges and agrees, however, that [****];

       

      (iii)           accordingly,
        both parties agree to [****] this Agreement) the further or
        additional and applicable terms of section 3,3(a)(iv), and

       

      For
        the
        avoidance of doubt, the license granted under section 3.3 of this agreement,
        (including but not limited to make, use, sell etc.)
        [****].

       

      3.5           Notification
        of Improvement.  Samsung will [****], before the
        end of the quarter in which the Improvement was conceived by Samsung (or
        where
        applicable, Samsung’s component manufacturers) at [****], as
        applicable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      4.           Technology
        Transfer.

       

      4.1           Disclosure
        and Training.  During the term of both the MOU and the Variation,
        PureDepth has disclosed and made available to Samsung confidential information
        memorialized in the Technical Transfer Information.  PureDepth has
        made and will continue to make personnel available to provide such further
        training and supply of Technical Transfer Information to Samsung personnel
        as
        reasonably required (at PureDepth’s reasonable
        discretion).  

       

      4.2           Use
        of Facilities.  In order to facilitate face-to-face time for the
        requisite technical transfer, Samsung personnel have and may/will further
        be
        sent to PureDepth facilities in New Zealand, or other suitable location,
        and
        PureDepth personnel have and may/will be further be sent to Samsung facilities
        as described in the applicable Device Appendix.  All travel costs have
        and will for travel including reasonable meals and lodging by Samsung and
        PureDepth personnel will be borne by Samsung for Samsung personnel and by
        PureDepth for PureDepth personnel.  PureDepth has and will
        further  provide office space and desks for Samsung representatives,
        as well as phone/fax and Internet access during the training
        periods.  The use of PureDepth’s facilities by Samsung as provided
        herein will be provided during this time by PureDepth at no
        charge.  In like manner, Samsung has and will provide further use of
        Samsung’s facilities to visiting PureDepth personnel during training periods at
        no charge.  PureDepth and Samsung has and will at all times retain the
        administrative supervision of their respective personnel during visits to
        each
        other’s facilities.  PureDepth and Samsung’s personnel have and will,
        while on location of the other party, comply with the other party’s rules and
        regulations with regard to safety and security.

       

      4.3           Solicitation.  Samsung
        and PureDepth hereby agree that neither party will directly hire as its own
        employee(s) or contract with as its independent contractor(s) any employees
        of
        the other party, including all technical personnel, during the term of this
        Agreement and for a period of at least [****] years from the
        termination or expiration of this Agreement, except as may be mutually agreed
        upon between the parties; except where such prospective employee responds
        to
        general advertisements for employment or independent contractor
        positions.

       

      5.           Milestones
        and Plans.  Subject to the terms of Section 6 (“Trademarks”)
        and Section 7 (“Administrative Procedures), both parties, in addition to
        the representations and warranties set out in Section 12 of this Agreement,
        will
        [****], to/in respect of Device Appendix No 1 and thereafter
        to
        any other Device Appendix added to and or further amended pursuant to the
        terms
        of this Agreement.

       

      6.           Trademarks.  Subject
        to the procedures set forth in Section 7 (“Administrative Procedures”)
        below and PureDepth’s prior written approval, PureDepth hereby grants to Samsung
        a nonexclusive, nontransferable (subject to Section 17.6 (“Assignment”))
        limited license, to use the trademark(s) designated by PureDepth (“Trademarks”)
        in connection with marketing the Devices, and Samsung agrees to use such
        Trademarks on and in connection with each Device.  Samsung
        acknowledges that all use of the Trademarks will inure to the benefit of
        PureDepth.  Samsung will not register PureDepth’s Trademarks in any
        jurisdiction and will not adopt any trademark for use on any Device which
        is
        confusingly similar to any trademark of PureDepth or which includes a prominent
        portion of any trademark of PureDepth.  At PureDepth’s reasonable
        request, Samsung will provide Samsung with samples of Samsung’s use of
        PureDepth’s Trademarks.  Samsung agrees to abide by PureDepth’s
        reasonable written trademark policies as issued and provided to Samsung from
        time to time.  In any case where the Trademarks are not used in
        compliance with PureDepth’s trademark policies, upon receipt of written notice
        from PureDepth, Samsung will promptly correct the non-compliance and submit
        samples of compliant use to PureDepth for approval.

       

      7.           Administrative
        Procedures.  The parties will agree the minimum specification in
        relation to all [****] as incorporated within or released as
        part of  each Device (“Specification”). The parties agree that in
        order to provide PureDepth with appropriate information necessary for the
        orderly administration of the Patents and Trademarks, [****]
        prior to the first commercial shipment of each Device or updated models of
        said
        Device, Samsung will provide PureDepth with detailed engineering drawings
        of the
        relevant Device (and as soon as practicably possible thereafter at most
        [****] of the applicable Devices(s)) to enable PureDepth to
        review and agree with Samsung the proposed use of labeling as set forth Exhibit
        K. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      8.           Financial
        Terms.

       

      8.1           Royalties.  In
        consideration of the licenses granted by PureDepth in Section 3 (“License
        Grants”) to Samsung hereunder, Samsung will pay PureDepth a royalty based on the
        number of Devices Produced.  Samsung will report royalties payable on
        a Quarterly basis in the “Royalty Reporting Form”, described in Section 9.1
        (“Royalty Reporting”), by the fifth (5th) day of
        the month
        following the end of each Quarter.  Payment of such royalties will be
        [****] following the end of each [****]
        (“Payments”).  

       

      8.2           Payments.  Payments
        by Samsung to PureDepth must be made either by wire transfer to an account
        nominated by PureDepth or by check drawn from a U.S. bank.  Payments
        will be made in U.S. Dollars unless PureDepth, in its sole discretion, nominates
        an alternate currency.  Payments not received when due will accrue
        interest at the rate [****] per month or the maximum amount
        allowed by law (whichever is less), calculated from the due date.

       

      8.3           Taxes.  With
        the exception of PureDepth’s obligation to meet its own income taxes, Samsung
        agrees to pay, indemnify and hold PureDepth harmless from any sales, use,
        excise, import or export, value-added, or similar tax or duty, and any other
        tax
        or duty not based on PureDepth’s net income (“Transfer Taxes”), and all
        government permit fees, license fees, customs fees or similar fees (“Fees”)
        based on any Payment, and any penalties, interest, collection costs and
        withholding costs associated with any of the foregoing items (“Additional
        Costs”).  Taxes, Fees and Additional Costs required to be paid by
        Samsung pursuant to this Section 8.3 are in addition to, and may not be claimed
        as a reduction or offset against, any Payments.  Payments will be made
        subject to the required withholding of any government with
        jurisdiction.  Samsung will keep and maintain complete and accurate
        accounting records of any withholding taxes required by any jurisdiction
        and
        will fully cooperate with PureDepth’s efforts to obtain credits of taxes paid or
        withheld, where appropriate.

       

      9.           Report
        and Audit.

       

      9.1           Royalty
        Reporting.  On or before the fifth day following the end of each
        Quarter during this Agreement and in connection with each Quarterly Payment
        due
        pursuant to Section 8.1 (“Royalties”), Samsung will provide PureDepth with
        a binding written report (“Royalty Report”), in the form of the sample royalty
        report form included in Exhibit C (“Sample Royalty Report Form”) as
        such form may be revised by the parties from time to time, which details
        the
        calculation of the Royalties due.

       

      9.2           Audit.  Samsung
        will keep records and accounts reasonably sufficient to show, verify, and
        document its calculations of number of Device units Produced and Royalties
        due
        hereunder.  These records will be retained for at least
        [****] from the date of expiration or termination of this
        Agreement.  PureDepth, through its designated, independent, certified
        public accounting firm will have the right to examine and inspect all accounts,
        books and records of Samsung, as may contain information reasonably bearing
        upon
        the amount of Royalties payable to PureDepth under this Agreement and the
        accuracy and correctness of Samsung’s reports and payments under this
        Agreement.  Inspections will be scheduled with reasonable advance
        written notice on a mutually agreed upon date and will be conducted in a
        manner
        that is intended to avoid disrupting Samsung’s business and may not occur more
        than twice in any calendar year, unless an earlier inspection in that calendar
        year showed that less than ninety-five percent (95%) of the Royalties due
        to
        PureDepth in that applicable year have been paid by Samsung (in which
        case [****] may be conducted during that contract year), and
        must be during normal business hours at times reasonably acceptable to
        Samsung.  In the event that an examination discloses an error by
        Samsung (for whatever reason) of more than [****] the of
        Royalties paid or due to PureDepth for the period under audit, Samsung will
        fully and promptly (within no more than [****] of completion of
        audit) indemnify and reimburse PureDepth for all PureDepth’s costs and expenses
        of the examination, and will promptly pay to PureDepth the amount of the
        Royalties due to PureDepth.  Samsung will promptly pay PureDepth any
        underpayment discovered in the audit, along with interest at the rate of
        [****] per month or the maximum amount allowed by law
        (whichever is less), calculated from the due date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      10.           Intellectual
        Property.

       

      10.1           Ownership
        of Intellectual Property.  PureDepth is the owner of the PureDepth
        Patents.  Nothing in this Agreement is intended to transfer the
        ownership of any intellectual property owned or licensed by either
        party.

       

      10.2           Notice
        of Third Party Infringement. Either party will promptly inform the other
        party of any suspected infringement of any Licensed Intellectual Property
        by a
        third party.  Either party will additionally provide reasonable
        assistance to the other party in the investigation of any suspected infringement
        as they relate to the Fields of Use, including preparation for any action
        for
        infringement and pursuit of any action for infringement.

       

      10.3           Infringement
        Actions.  Subject to the provisions of Section 10.4
        (“Consultation”) of this Agreement, during the Term, Samsung agrees that
        PureDepth has the sole right to institute an action for infringement with
        respect to the PureDepth Patents against a third party.  Where such
        infringement is causing Samsung material financial damage and (a) upon request
        from PureDepth, Samsung will provide PureDepth with substantiating documentation
        of such financial damage, and (b) PureDepth has not instituted an action
        for infringement, the parties may negotiate the right to institute such action
        or other remedies as the parties agree between them.

       

      10.4           Consultation.  Prior
        to the commencement of any action by PureDepth, PureDepth will both notify
        and
        consult with Samsung in relation to both the suspected infringement and proposed
        action to be instigated by PureDepth. 

       

      10.5           Validity
        of PureDepth Patents.  PureDepth retains the right to terminate
        this Agreement upon written notice, if [****]

       

      10.6           Suspension.  In
        the event Samsung (as the “Suing Party”) brings a claim for patent infringement
        against PureDepth (as the “Defending Party”) or any of PureDepth’s affiliates in
        any court of competent jurisdiction, PureDepth as the Defending Party may
        immediately and retroactively suspend the licenses granted in Section 3
        (“License Grants”) hereunder to Samsung as the Suing Party until such claim has
        been settled to the satisfaction of PureDepth as the Defending
        Party.  In any discussion of a settlement of such patent claim,
        [****].  

       

      10.7           No
        Implied License.  Nothing contained in this Agreement will be
        construed as conferring any rights by implication, estoppel or otherwise,
        to or
        under any patents other than the PureDepth Patents, or any non-patent
        intellectual property right, now or hereafter owned or licensed by PureDepth,
        other than the licenses granted to the Know-How under the terms of
        Section 3.2 (“Know-How License”) or the use of Confidential Information
        provided in Section 11 (“Confidentiality”).  Neither party is required
        hereunder to furnish or disclose to the other any technical or other information
        except as expressly provided herein.  No license, immunity or other
        right is granted under this Agreement with respect to the Licensed Intellectual
        Property, either directly or by implication, estoppel, or
        otherwise:  (a) with respect to any item other than a Device
        notwithstanding that such other item may be combined with or incorporate
        one or
        more Devices; or (b) to third parties acquiring a Device from Samsung for
        purposes of combining such Device with any other item, including other items
        provided by Samsung, or for the use of any such combination even if such
        item
        has no substantial use other than as part of such combination.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      10.8           No
        Action.  Except where compelled under court ordered subpoena,
        Samsung will not assist a third party in seeking a holding by a court or
        administrative agency of competent jurisdiction that any of the PureDepth
        Patents or the PureDepth Pending Application are invalid or unenforceable
        or
        otherwise assist a third party in requesting a reexamination or review of
        the
        PureDepth Patents or the PureDepth Pending Application by any such court
        or
        agencies.  Samsung agrees that if the validity or enforceability of a
        PureDepth Patent is contested, Samsung will continue to pay any royalties
        that
        would otherwise be due with respect to such PureDepth Patent pursuant to
        and in
        accordance with the terms of this Agreement until such time as there is a
        determination of invalidity or unenforceability with respect to such PureDepth
        Patent by a court or administrative agency of competent jurisdiction, at
        which
        time Samsung’s obligation to pay royalties will be governed by this Section
        10.8.  If Samsung ceases to pay any royalties that would otherwise be
        due with respect to a PureDepth Patent pursuant to and in accordance with
        the
        terms of this Agreement prior to any determination of invalidity or
        unenforceability, Samsung will be deemed to have materially breached this
        Agreement and PureDepth will be free to exercise its rights including, but
        not
        limited to, the termination of this Agreement.  

       

      11.           Confidentiality.

       

      11.1           Ownership.  Samsung
        acknowledges that the Confidential Information (including all rights thereto)
        is, as between PureDepth and Samsung, the absolute property of PureDepth,
        and at
        all times will remain the absolute property of PureDepth.

       

      11.2           No
        Implied License.  Samsung acknowledges that nothing in this
        Agreement will be construed as granting or conferring any rights by license
        or
        otherwise in the Confidential Information, except as expressly provided herein
        or as may be subsequently agreed in writing by the parties.  Samsung
        acknowledges that Samsung acquires under this Agreement only a limited right
        to
        use the Confidential Information solely for the purposes of this Agreement
        and
        subject to the terms and conditions of this Agreement.

       

      11.3           Limited
        Use.  With respect to the Confidential Information, Samsung will:
        (a) take all reasonable measures to keep all the Confidential Information
        secure and in Samsung’s possession and treat all the Confidential Information as
        confidential regardless of when disclosed; (b) not deal with or use the
        Confidential Information in any way other than for the purposes expressly
        permitted herein and, in the case of any uncertainty, will obtain prior written
        clearance or instruction from PureDepth; (c) refrain from making or having
        or allowing to be made any copies or duplicates of the Confidential Information
        other than those reasonably required for the purposes expressly permitted
        herein; (d) limit access to the Confidential Information to those of
        Samsung’s employees and the Permitted Subcontractors reasonably requiring such
        Confidential Information for the purposes expressly permitted
        herein;  (e) not, without the prior written approval of an
        authorized employee of PureDepth, make use of any of the Confidential
        Information or circulate it within Samsung’s own organization except to the
        extent necessary for: (i) negotiations, discussions and consultations with
        personnel or authorized representatives of PureDepth; (ii) supplying
        PureDepth with goods or services at PureDepth order; or (iii) designing and
        manufacturing the Devices as permitted under the terms of this Agreement;
        (f) ensuring that all employees given access to the Confidential
        Information comply with the terms of this Agreement; and (g) not use any of
        the Confidential Information in any way which will be harmful to the commercial
        interests of PureDepth.  Samsung acknowledges that the Confidential
        Information has commercial value to PureDepth, and loss or damage will be
        sustained by PureDepth if the Confidential Information is dealt with, used
        or
        disclosed by Samsung other than for the purposes expressly permitted hereunder
        and other than strictly in accordance with the terms of this
        Agreement.

       

      11.4           Disclosure
        of Confidential Information by Samsung.  To fulfill the purposes
        of this Agreement, Samsung may wish to disclose Confidential Information
        to
        third parties or Permitted Subcontractors.

       

      (a)           Permitted
        Subcontractor Disclosure.  Where disclosure is to Permitted
        Subcontractors, Samsung hereby undertakes that prior to such disclosure Samsung
        will:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      (i)           Provide
        written notice to PureDepth as to the identity of the Permitted Subcontractor;
        and

       

      (ii)           Execute
        both a non-disclosure agreement in, or substantially in, the form attached
        hereto as Exhibit D (“Form of Nondisclosure”) and a subcontractor agreement in,
        or substantially in, the form attached hereto as Exhibit E (“Form of
        Subcontractor Agreement”) with the Permitted Subcontractor.

       

      (b)           Other
        Third Party Disclosure. Where disclosure is to third parties other than
        Permitted Subcontractors, such disclosure may only be made with the prior
        written consent of PureDepth and which consent may be on such terms and
        conditions as PureDepth sees fit and with respect to any subset of Confidential
        Information that PureDepth permits.

       

      (c)           Samsung
        will take all necessary measures to prevent improper use of the Confidential
        Information by any third party, or any Permitted Subcontractor, to whom Samsung
        has disclosed any Confidential Information  (“Receiving Party”) and
        prevent the improper disclosure of the Confidential Information by the Receiving
        Party.  Samsung agrees that any breach by the Receiving Party under
        the terms of the Form of Non-Disclosure will be deemed to be a breach by
        Samsung
        of the terms of this Agreement.  PureDepth will be entitled to seek
        any remedy at law or in equity with regards to such breach against the Receiving
        Party or Samsung in PureDepth’s sole discretion.

       

      11.5           Indemnification
        by Samsung.  Except as permitted and anticipated by the terms of
        this Agreement, Samsung will not divest itself of the Confidential Information
        (or any part of it) or make copies of it in any circumstances which could
        lead
        to Samsung being unable to at any time, upon the written request of PureDepth,
        fully and completely return to PureDepth the Confidential Information furnished
        to Samsung, without keeping any copies of the Confidential Information, in
        any
        medium.  Samsung agrees to indemnify PureDepth from and against all
        actions, claims, costs, demands, expenses, liabilities, losses, payments
        and
        proceedings whatsoever incurred or suffered by PureDepth [****]
        or any of its respective officers, Receiving Party, Permitted Subcontractor,
        employees or advisors or which otherwise arise from Samsung and/or any of
        such
        persons being in breach of any of the provisions of this Agreement.

       

      11.6           Public
        Company.  Without limiting Section 11 (“Confidentiality”), Samsung
        acknowledges that PureDepth is a public reporting company, and any financial
        information that may be disclosed to Samsung is, as at the date of this
        Agreement, “material nonpublic information” concerning a public corporation that
        is subject to the reporting requirements of the Securities and Exchange Act
        of
        1934.  Accordingly, until PureDepth has filed its current or periodic
        reports on Form 8-K and/or Form 10-QSB containing any such material nonpublic
        information of PureDepth so disclosed to Samsung (or until PureDepth will
        have
        otherwise sooner publicly disclosed such information),  Samsung agrees
        NOT to: (a) buy or sell (including any short sell of) any security, option,
        bond or warrant of PureDepth (other than securities that may be issued directly
        by PureDepth to Samsung in connection with this Agreement or in partial or
        complete fulfillment of the Purpose); or (b) provide any other person, firm
        or entity with such material nonpublic information, including any relative,
        associate or other individual who intends to or may: (i) trade PureDepth
        securities (including short sales of such securities); or (ii) otherwise
        directly or indirectly benefit from such information.

       

      12.           Representations
        and Warranties.

       

      12.1           Representations
        of Samsung.  Samsung represents and warrants to PureDepth
        [****]:

       

      (a)           Corporate
        Organization, Good Standing, Etc.  Samsung is a corporation duly
        incorporated, validly existing and good standing under the laws of Korea
        and has
        all corporate power and authority to own, lease and operate its properties
        and
        to carry on its businesses as currently conducted and as proposed to be
        conducted.  Samsung has all necessary corporate power and authority to
        enter into this Agreement and to perform its obligations hereunder;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      (b)           Due
        Authorization, Etc.  This Agreement has been duly authorized,
        executed and delivered by Samsung and constitutes the legal, valid and binding
        obligation of Samsung, enforceable against it in accordance with its terms,
        subject to any applicable bankruptcy, insolvency, reorganization, moratorium
        or
        similar laws affecting creditors’ rights generally, and general principles of
        equity;

       

      (c)           Compliance
        with Law.  Samsung hereby gives written assurance that it will
        [****] of the applicable jurisdiction.  Samsung bears
        sole responsibility for any violations of [****] by Samsung or
        Samsung’s Devices, and Samsung will [****] of any such
        violation.

       

      (d)           Product
        Liability Insurance.  Samsung has [****] coverage
        and agrees to keep such product liability insurance in effect during the
        term of
        this Agreement.  Samsung will promptly cause PureDepth to be named as
        an additional insured on such policy.

       

      12.2           Representations
        of PureDepth.  PureDepth represents and warrants to Samsung
        [****]:

       

      (a)           Due
        Organization, Good Standing, Etc.  PureDepth is a corporation duly
        incorporated, validly existing and good standing under the laws of the State
        of
        Delaware and has all corporate power and authority to own, lease and operate
        its
        properties and to carry on its businesses as currently conducted and as proposed
        to be conducted.  PureDepth has all necessary corporate power and
        authority to enter into this Agreement, to grant the rights to be granted
        to
        Samsung hereunder and to perform its obligations hereunder; and

       

      (b)           Due
        Authorization, Etc.  This Agreement has been duly authorized,
        executed and delivered by PureDepth and constitutes the legal, valid and
        binding
        obligation of PureDepth, enforceable against it in accordance with its terms,
        subject to any applicable bankruptcy, insolvency, reorganization, moratorium
        or
        similar laws affecting creditors’ rights generally, and general principles of
        equity.

       

      (c)           [****] 
        Subject to Sections [****], PureDepth [****]
 The parties acknowledge and agree that
        the foregoing PureDepth
        [****] used with the PureDepth Patents.

       

      12.3           Disclaimer.  With
        respect to the role of PureDepth as a licensor to Samsung under the terms
        of
        Section 3 (“License Grants”) and any applicable Device Appendix,
        [****] will be construed (i) as a [****];
        (ii) [****], or other rights of third parties; (iii) as
        imposing on PureDepth any [****] of any Licensed Intellectual
        Property, or to [****] of any Licensed Intellectual Property;
        (iv) as granting by implication, estoppel or otherwise any licenses or
        rights under patents or other intellectual property rights of PureDepth other
        than expressly granted herein, regardless of [****];
        (v) imposing on PureDepth any obligation to [****] to
        secure or maintain in force any [****]; (vi)  as a
        warranty that PureDepth will be successful in [****];
        (vii) to require PureDepth to [****] PureDepth’s patent
        rights.  PureDepth does not assume any responsibility for the
        manufacture of or use of any [****] or Permitted Subcontractors
        under the patent license granted herein; or (vii) as a [****]
        of any Licensed Product Produced, used or sold pursuant to this
        Agreement.  All warranties in connection with
        [****].  PUREDEPTH DOES NOT MAKE ANY OTHER
        REPRESENTATIONS OR WARRANTIES OR OBLIGATIONS, EXPRESS OR IMPLIED, INCLUDING
        BUT
        NOT LIMITED TO [****] OR OTHER RIGHTS OF THIRD PARTIES DUE TO
        SAMSUNG’S OPERATION UNDER THE LICENSES HEREIN GRANTED.  THE PUREDEPTH
        PATENTS, KNOW-HOW, ANY SPECIFICATION, OTHER DOCUMENTATION AND RELATED
        INTELLECTUAL PROPERTY [****].

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      13.           Indemnification.

       

      13.1           Notwithstanding
        the foregoing provisions of this Agreement:

       

      (a)           Personal
        Injury and Property Claims.  [****] (including
        court costs and reasonable attorneys’ and experts’ fees) (collectively, “Costs”)
        suffered or incurred [****] claim arises from a product
        liability claim, personal injury or alleged personal injury or property damage
        or alleged property damage [****].

       

      (b)           Patent
        Infringement.  [****] subject to the terms of
        Section 14 and 15 following, [****] (to the extent such third
        party claim or threatened claim arises out of or flows from any action in
        a
        [****]) that such third party’s intellectual property rights in
        [****] to it under this Agreement.

       

      14.           Limitation.  IN
        NO CASE WILL [****] THIS AGREEMENT, AND IN PARTICULAR SECTION
        [****] SUCH LIABILITY.

       

      15.           Consequential
        Damages.  IN NO EVENT WILL [****]
BE LIABLE FOR LOST PROFITS, OR ANY
        SPECIAL, INDIRECT, INCIDENTAL OR
        CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING
        IN
        ANY WAY IN CONNECTION WITH THIS AGREEMENT.  THIS LIMITATION WILL APPLY
        EVEN IF [****] HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
        DAMAGES AND NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
        REMEDY.

       

      16.           Termination.

       

      16.1           Term.  Subject
        to the overriding provisions of this Agreement, this Agreement will commence
        on
        the Effective Date and will, in relation to each Device Appendix, expire
        upon
        the latest expiration date set out in each Device Appendix.

       

      16.2           Termination
        for Cause.  Either party may terminate this Agreement if the other
        party materially breaches this Agreement and fails to cure such breach within
        [****] after receiving written notice
        thereof.  Thereafter, the non-breaching party may, at such
        non-breaching party’s option and in addition to any other remedy that such
        non-breaching party might be entitled to, terminate this Agreement by written
        notice to the breaching party, which notice of termination will be effective
        upon receipt.  

       

      16.3           Termination
        for Insolvency.  Either party may terminate this Agreement by
        written notice if the other party: (a) files a petition, or has a petition
        filed
        against it, under any laws relating to insolvency, and the related insolvency
        proceedings are not dismissed within sixty (60) days after the filing of
        such
        petition; (b) enters into any voluntary arrangement for the benefit of its
        creditors; (c) appoints, or has appointed on its behalf, a receiver, liquidator
        or trustee of any of such party's property or assets; or (d) ceases to carry
        on
        business in the ordinary course.

       

      16.4           Termination
        for Other Valid Reasons.  Notwithstanding the legally binding
        obligations of the parties created by the terms of this Agreement, either
        party
        may terminate this Agreement on [****] written notice to the
        other party within [****] calendar months from the Effective
        Date, if:

       

      (a)           In
        the case of Samsung:

       

      (i)           [****]
        after duly complying with the provisions of Section 5, [****]
        (and associated requirements as set out in the relevant Plans); and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      (ii)           Samsung
        has, via its duly appointed relationship executive (as detailed in Exhibit
        F),
        or other person as subsequently appointed by notice in writing to PureDepth
        (“Samsung’s Representative”) has notified PureDepth in writing of the
        [****] in Section 16.4(a)(i) and has expeditiously met with
        PureDepth via PureDepth’s authorized relationship executive (likewise detailed
        in Exhibit F) or such other person as subsequently appointed by notice in
        writing to Samsung (“PureDepth’s Representative”), to [****]
        (and associated requirements as set out in the relevant Plans) as well as
        to
        consider the impact of such issues to the balance of the Device Appendices;
        and

       

      (iii)           Despite
        [****] the Launch.

       

      (b)           In
        the case of PureDepth:

       

      (i)           [****]
        (and associated requirements as set on the relevant/applicable Plans); as
        set
        out in Device Appendix No. 1  and/or

       

      (ii)           [****]
        (and associated requirements as set out in the relevant/applicable Plans)
        as set
        out in Device Appendix No. 1

       

      (iii)           PureDepth’s
        Representative has notified Samsung in writing of the belief held in Section
        16.4(b)(i) or 16.4(b)(ii) and has expeditiously met with Samsung’s
        Representative to [****] in Device Appendix No. 1 as well as to
        consider the impact of such issues to the balance of the Device Appendices;
        and

       

      (iv)           [****]

       

      16.5           Effect
        of Termination.  Notwithstanding termination or expiration of this
        Agreement due to any reason of responsibilities by Samsung, Samsung agrees
        to
        pay PureDepth for Royalties due up to the effective date of
        termination.  Upon termination or expiration of this Agreement,
        Samsung will have ninety (90) days to distribute any remaining inventory
        of
        Devices in process and in existence as of the effective date of the termination,
        subject to the obligation of Samsung to pay royalties to PureDepth for any
        Devices Produced by Samsung during such ninety (90) day period.  Upon
        termination or expiration of this Agreement, Samsung will return, or
        upon PureDepth’s request, destroy, within ten (10) days, all PureDepth
        Confidential Information.  Samsung will provide PureDepth with a
        written declaration that all Confidential Information has been returned or
        destroyed, as applicable.  Samsung will also procure a written
        declaration to this effect from Receiving Parties. Termination or expiration
        of
        this Agreement for any reason, will not be construed to release any party
        from
        any obligation accrued prior to the effective date of such termination or
        expiration.   EXCEPT FOR [****] OF THE TERMS OF
        THIS AGREEMENT, [****] THIS AGREEMENT IN ACCORDANCE WITH THE
        TERMS OF THIS AGREEMENT.

       

      17.           General
        Provisions.

       

      17.1           Expenses
        of the Parties.  Each party will pay such party’s own expenses
        incurred in connection with the negotiation, execution and performance of
        this
        Agreement except as otherwise provided herein.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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            Treatment Request -- Redacted Copy



        

      

      17.2           Waiver.  No
        term or provision hereof will be considered waived by either party, and no
        breach excused by either party, unless such waiver or consent is in writing
        and
        signed by an authorized representative on behalf of the party against whom
        the
        waiver is asserted.  No consent by either party to, or waiver of, a
        breach by either party, whether express or implied, will constitute a consent
        to, waiver of, or excuse of any other different or subsequent breach by either
        party.

       

      17.3           Amendment
        and Modification.  This Agreement may be amended, modified and
        supplemented by means of a written amendment, signed by the authorized
        representatives of the parties, which specifically refers to this
        Agreement.

       

      17.4           Notices.  Any
        notice to any party hereto given pursuant to this Agreement will be given
        by
        certified or registered first-class mail, return receipt requested, addressed
        as
        follows:

       

      
        	If
                to Samsung to:	_________________________ 
	 	_________________________ 
	 	_________________________ 
	 	Attention:_________________
	 	 
	If
                to PureDepth: 	PureDepth,
                Inc.
	 	255
                Shoreline Drive, Suite
                610
	 	Redwood
                City, California,
94065
	 	Attention:  Jon
                McCaman, CFO
	 	Jon.mccaman@puredepth.com
	 	Fax:  650-632-0818
	 	 
	With
                a copy to:	PureDepth,
                Inc.
	 	255
                Shoreline Drive, Suite
                610
	 	Redwood
                City, California,
94065
	 	Attention:  Michael
                Pendergast, General Counsel
	 	Email:
                Michael.pendergast@puredepth.com
	 	Fax:  650-632-0818


      

       

      Any
        such
        address may be changed by any party by written notice to the other party
        as
        described herein.  Any notice will be deemed delivered when placed for
        delivery so addressed with postage or other charges prepaid.

       

      17.5           Governing
        Law.  This Agreement will be deemed to be executed and performed
        in the United States of America, State of California, County of San Mateo,
        and
        will be construed in accordance with the laws of the State of California
        as to
        all matters, including, but not limited to, matters of validity, construction,
        effect and performance, without regard to California law pertaining to conflicts
        or choice of law.

       

      17.6           Assignment.  This
        Agreement will inure to the benefit of, and be binding upon and enforceable
        against, the respective successors and assigns of the parties hereto but
        may not
        be assigned by Samsung without the prior written consent of
        PureDepth.  This Agreement may be assigned by PureDepth.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      17.7           Headings.  Headings
        are supplied herein for convenience only and will not be deemed a part of
        this
        Agreement for any purpose.

       

      17.8           Counterparts.  This
        Agreement may be executed in any number of counterparts, each of which will
        be
        deemed an original for all purposes, but all of which together will constitute
        one and the same instrument.  The parties agree that faxed signature
        pages will be treated as original signature pages.

       

      17.9           Severability.  If
        any term or provision of this Agreement or the application thereof to any
        person
        or circumstances will to any extent be invalid or unenforceable, the remainder
        of this Agreement or the application of such terms or provisions to persons
        or
        circumstances other than those as to which it is invalid or unenforceable,
        will
        not be affected thereby and each term and provision of this Agreement will
        be
        valid and enforceable to the fullest extent permitted by law.

       

      17.10        Independent
        Contractors.  Each party is an independent contractor and will act
        under its own direction and initiative in performing its obligations under
        this
        Agreement.  This Agreement will not create a principal/agent,
        employer/employee or partnership relationship between Samsung and
        PureDepth.  In no event will either party have any authority to (i)
        direct or control the day-to-day activities of the other party or (ii) assume
        or
        create any contract, liability or obligation, express or implied, on behalf
        of
        the other party.

       

      17.11        No
        Third Party Beneficiaries.  Except as set forth herein, this
        Agreement will not confer any rights or remedies on any party, person or
        third
        party.

       

      17.12        Publicity.  Except
        as may be required by law, Samsung will not disclose any of the provisions
        of
        this Agreement without the prior written consent of PureDepth.

       

      17.13        Export.  The
        parties acknowledge that implementations of the PureDepth Confidential
        Information may be subject to U.S. Export Administration Regulations or
        equivalent laws in other jurisdictions that may apply in countries where
        implementation or other activity under the licenses granted herein takes
        place.
        Samsung agrees that Samsung will not export or re-export the Devices without
        the
        appropriate licenses or approvals from the applicable governmental
        entities.

       

      17.14        Force
        Majeure.  With the exception of payment of monies due, neither
        party will be responsible to the other for delay or failure in performance
        of
        any of the obligations imposed by this Agreement, provided that, such failure
        will be occasioned by fire, flood, explosion, lightning, windstorm, earthquake,
        subsidence of soil, failure of machinery or equipment or supply of materials, discontinuity
        in
        the supply of power, court order or governmental interference, civil
        commotion, riot, act
        of terrorism, war, strikes, labor disturbances, transportation
        difficulties, labor
        shortage, natural genetic variations of any living matter or by any cause
        of
        like or unlike nature beyond the reasonable control and without the fault
        or
        negligence of such parties.

       

      17.15        Press
        Release.  Press Release. The parties will agree to a joint press
        release with regard to the [****], however PureDepth may, as
        required by law, file or publish this Agreement (including without limitation,
        pursuant to Securities and Exchange Commission's requirements to report under
        a
        Current Report on Form 8-K) after the submission to, and review by Samsung,
        within [****]
        of this Agreement. Samsung agrees to
        credit appropriately PureDepth in all press releases, promotions, advertisements
        and announcements that mention the Devices. Samsung agrees
        that PureDepth
        may indicate that Samsung is a licensee of the PureDepth Patents in
        PureDepth’s
        promotional
        materials.

       

      17.16        Rights
        and Remedies.  In the event of any breach of or default under this
        Agreement by a party, the other party may suffer irreparable harm and have
        no
        adequate remedy at law.  In the event of any such breach or default,
        or any threat of such breach or default, the non-breaching party will be
        entitled to injunctive relief, specific performance and other equitable
        relief.  Further, in any legal action or other proceeding in
        connection with this Agreement (e.g., to recover damages or other relief),
        the
        non-breaching party will be entitled to recover, in addition to any other
        relief
        to which it may be entitled, such non-breaching party’s reasonable attorneys'
        fees and other costs incurred in that action or proceeding.  The
        rights and remedies of the non-breaching party under this Section 17.16 are
        in
        addition to, and not in lieu of, any other right or remedy afforded to the
        non-breaching party under any other provision of this Agreement, by law or
        otherwise.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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      17.17        Survival.  In
        the case of any termination or expiration of this Agreement, Section 3.3
        (“Improvements”), Section 0 (“Notification of Improvements”), Section 8.1
        (“Royalties”), Section 8.2 (“Payments”), Section 9.2 (“Audit”), Section 11
        (“Confidentiality”), Section [****] Section 16.5 (“Effect of
        Termination”) and Section 17 (“General Provisions”) will survive such
        termination or expirations.

       

      17.18        Construction.  This
        Agreement reflects the wording accepted by the parties and no rule of
        construction will apply against either party.

       

      17.19        Entire
        Agreement.  This Agreement will not be binding
        upon the parties and will not obligate either of the parties, until it has
        been
        signed herein below by both parties.  With the exception of, those
        provisions set out in [****] that are to survive (being
        [****], respectively), this
        Agreement comprises the entire agreement between the parties hereto as to
        the
        subject matter hereof and supersedes all prior discussions, agreements and
        understandings, written or oral, between them relating thereto.

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        the authorized representative of each of the parties.

       

      
        	
                “SAMSUNG”:

              	
                “PUREDEPTH”:

              
	 	 
	
                SAMSUNG
                  ELECTRONICS CO. LTD.

              	
                PUREDEPTH,
                  INC.

              
	 	 
	
                By: __________________________________

              	
                By: ______________________________

              
	
                Print
                  Name: ____________________________

              	
                Print
                  Name:________________________

              
	
                Title: _________________________________

              	
                Title: _____________________________

              
	
                Date: _________________________________

              	
                Date: _____________________________

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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            Treatment Request -- Redacted Copy



        

      

      
        EXHIBIT
          A

      

      
        


      

      
        Sample
          Device Appendix No. ___

      

      
        


      

      
        See
          form
          of Device Appendix No. 1 as example.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Confidential
              Treatment Request -- Redacted
              Copy



          

        

      

      
        
          	
                   

                	
                  EXHIBIT
                    B

                


        

      

      
         

        PureDepth
          Patents

      

      
         

        [****]

      

      
        


      

      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Confidential
              Treatment Request -- Redacted
              Copy



          

        

      

      
        EXHIBIT
          C

         

      

      
        Sample
          Royalty Report Form

         

      

      [****]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      EXHIBIT
        D

       

      Form
        of Nondisclosure

       

      


      This
        NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into on ____________,
        _____ by and between COMPANY (상대회사공식명칭기입),
        having its principal place of business at __________(상대회사주소기입)________________
        (the “Receiving Party”) and Samsung Electronics Co., Ltd., having its place of
        business at _______(당사주소기입)____________________,
        Korea (the “Disclosing Party”)

      


      Hereinafter
        individually referred to as “Party” and collectively referred to as
“Parties”.

      


      WHEREAS,
        the Receiving Party desires to evaluate (discuss/cooperate) the business
        relationship with respect to ____________________ provided by the Disclosing
        Party (the “Purpose”), and

      


      WHEREAS,
        the Disclosing Party possesses certain confidential proprietary information
        with
        related to the Purpose, and

      


      WHEREAS,
        during the course of cooperation and discussions, it may become desirable
        or
        necessary for the Receiving Party hereto to receive certain confidential
        proprietary information related to the Purpose disclosed by Disclosing Party,
        and

      


      WHEREAS,
        the Disclosing Party desires to prevent the unauthorized use and disclosure
        of
        its confidential proprietary information.

      


      NOW
        THEREFOR, for the Purpose stated hereabove, the Parties enter into this
        Agreement in accordance with the following terms and conditions:

      


      
        	
                1.

              	
                Confidential
                  Information. 

              


      

      For
        the
        Purpose of this Agreement, “Confidential Information” is defined as any and all
        information owned, created, or possessed by the Disclosing Party that the
        Disclosing Party desires to protect as confidential against unrestricted
        disclosure or improper competitive use, including, but not limited to,
        discoveries, ideas, concepts, know-how, techniques, designs, samples, software,
        specifications, drawings, blueprints, computer programs and documentation,
        proposals, patent applications, business information, strategic and development
        plans, employee lists, business manuals, marketing plans, technical or financial
        information whether conveyed as communications or data in oral, written,
        graphic, or electromagnetic form or otherwise, and all other information
        which
        may be disclosed by the Disclosing Party or to which the Receiving Party
        may be
        provided access by the Disclosing Party or others in accordance with this
        Agreement, which is not generally available to the public.

      


      
        	
                2.

              	
                Nondisclosure
                  Obligations.

              


      

      The
        Receiving Party promises and agrees to receive and hold the Confidential
        Information in confidence, using all necessary measures to restrict disclosure
        of the Confidential Information. Without limiting the generality of the
        foregoing, the Receiving Party further promises and agrees:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      
        	
              	
                a.

              	
                to
                  protect and safeguard the Confidential Information against unauthorized
                  use, publication, or disclosure in any
                  manner;

              


      

      
        	
              	
                b.

              	
                not
                  to use any of Confidential Information except for the
                  Purpose;

              


      

      
        	
              	
                c.

              	
                not
                  to, directly or indirectly, in any way, reveal, reverse engineer,
                  de-compile, disassemble, report, publish, disclose, transfer or
                  otherwise
                  use any of the Confidential Information except as specifically
                  authorized
                  by the Disclosing Party in accordance with this
                  Agreement;

              


      

      
        	
              	
                d.

              	
                not
                  to use any Confidential Information to unfairly compete or obtain
                  unfair
                  advantage vis a vis the Disclosing Party in any commercial
                  activity which may be comparable to the commercial activity contemplated
                  by the parties in connection with the
                  Purpose;

              


      

      
        	
              	
                e.

              	
                to
                  restrict access to the Confidential Information to those of its
                  officers,
                  directors, employees who need such access to carry out the
                  Purpose;

              


        	
                f.

              	
                to
                  advise each of the persons or entities to whom it provides access
                  to any
                  of the Confidential Information that such persons or entities are
                  strictly
                  prohibited from making any use, publishing or otherwise disclosing
                  to
                  others, or permitting others to use for their benefit or to the
                  detriment
                  of the Disclosing Party, any of the Confidential Information, and,
                  provide
                  the Disclosing Party with a copy of a written agreement to that
                  effect, at
                  least as restrictive as this Agreement, signed by such persons
                  or
                  authorized representatives of the entity;
                  and

              


      

      
        	
              	
                g.

              	
                to
                  comply with any other reasonable security measures requested in
                  writing by
                  the Disclosing party

              


      

      


      
        	
                3.

              	
                Exclusions.

              


      

      The
        confidentiality obligations hereunder shall not apply to Confidential
        Information which the Receiving Party can prove that such
        information:

      
        	
                 

              	
                a.

              	
                is,
                  or later becomes, public knowledge other than by breach of the
                  provisions
                  of this Agreement;

              


      

      
        	
                 

              	
                b.

              	
                is
                  already in the possession of the Receiving Party with the full
                  right to
                  disclose prior to its disclosure by the Disclosing Party, as evidenced
                  by
                  written records; or

              


      

      
        	
                 

              	
                c.

              	
                is
                  or has been lawfully disclosed by a third party to the Receiving
                  Party
                  without an obligation of confidentiality or other
                  restriction.

              


      

      


      
        	
                4.

              	
                Return
                  of Confidential Information.


              


      

      The
        Receiving Party agrees, upon termination of the Purpose or upon the written
        request of the Disclosing Party, whichever is earlier, to:

      
        	
              	
                a.

              	
                promptly
                  deliver to the Disclosing Party all records, notes, copies, and
                  other
                  written, printed, or tangible materials, in the possession of or
                  later
                  received by the Receiving Party, embodying or pertaining to the
                  Confidential Information.

              


      

      
        	
              	
                b.

              	
                Procure
                  the return from all persons or entities to whom Confidential Information
                  has been disclosed, all copies, summaries, records, descriptions,
                  modifications, drawings, photographs, computer data bases and adaptations
                  of the documents, tangible items, or other communications as disclosed
                  or
                  generated, or which contain any information derived from such documents,
                  tangible items, other
                  communications.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      
        	
                5.

              	
                No
                  Other
                  Rights. 

              


      

      
        	
              	
                a.

              	
                Nothing
                  contained in this Agreement shall be construed as granting
                  or conferring
                  rights of license or otherwise in any information.
                  

              


      

      
        	
              	
                b.

              	
                Nothing
                  in this Agreement shall grant to either Party the right to make
                  commitments of any kind for or on behalf of the other Party. Each
                  Party to
                  this Agreement is an independent organization and no agency relationship,
                  joint venture, or partnership shall be created
                  thereby.

              


      

      
        	
              	
                c.

              	
                All
                  Confidential Information shall continue to be owned by the Disclosing
                  Party.

              


      

      
        	
              	
                d.

              	
                The
                  Receiving Party further agrees that all inventions, improvements,
                  copyrightable works and designs relating to machines, methods,
                  compositions, or products of the Disclosing Party directly or indirectly
                  resulting from or relating to the Confidential Information and
                  the right
                  to market, use, license, and franchise the Confidential Information
                  or the
                  ideas, concepts, methods or practices embodied therein shall be
                  the
                  exclusive property of the Disclosing Party, and the Receiving Party
                  nor
                  its clients shall have no right or title
                  thereto.

              


      

      
        	
              	
                e.

              	
                The
                  Disclosing Party provides Confidential Information solely on an
“AS IS”
                  basis, with no warranty of any kind, express or implied, including
                  but not
                  limited to the warranties of merchantability, fitness for particular
                  purpose, or noninfringement.  The Disclosing Party shall not be
                  liable to the Receiving  Party for any indirect, consequential,
                  special, punitive, or other non-actual damages of any kind or nature
                  arising directly or indirectly from any of their obligations under
                  this
                  Agreement.

              


      

      


      
        	
                6.

              	
                Term
                  and Termination.

              


      

      This
        Agreement shall commence on the date first written above. The Receiving Party’s
        right to use the Confidential Information shall continue in effect until
        _____
        year(s), or until the Disclosing Party provides the Receiving Party with
        a
        written notice of termination of such right, whichever is earlier.
        Notwithstanding the foregoing, the Receiving Party’s obligations to protect the
        Confidential Information shall survive and continue beyond any termination
        or
        expiration of this Agreement.

      


      7.  Losses.

      The
        Receiving Party agrees to indemnify the Disclosing Party against any and
        all
        losses, damages, claims, or expenses incurred of suffered by the Disclosing
        Party as a result of the Receiving Party’s beach or threatened breach of this
        Agreement or as a result of the unauthorized use of the Confidential Information
        by those persons to whom the Receiving Party has granted access.

      


      
        	
                8.

              	
                Remedies.

              


      

      The
        Receiving Party agrees and acknowledges that any disclosure or misappropriation
        of any of the Confidential Information in violation of this Agreement may
        cause
        the Disclosing Party irreparable harm, the amount of which may be difficult
        to
        ascertain and for which monetary damages may be inadequate, and therefore
        agrees
        that the Disclosing Party shall be entitled to an injunction or restraining
        order, without bond,

      upon
        ex parte or other petition to a court of competent jurisdiction,
        restraining or enjoining any such further disclosure or misappropriation,
        and
        for such other relief as the Disclosing Party shall deem appropriate. This
        right
        to an injunction or restraining order shall not be construed to prohibit
        the
        Disclosing Party from pursuing any other remedies available to it at law
        or in
        equity, including the recovery of damages.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      Except
        above, any and all disputes between the Parties in connection with or arising
        out of this Agreement, which the Parties are unable to resolve between
        themselves, shall be finally settled by arbitration. The arbitration shall
        be
        held in Seoul, Korea in accordance with the Commercial Arbitration Rules
        of the
        Korean Commercial Arbitration Board and under the laws of Korea by one or
        more
        arbitrator(s) appointed in accordance with the said rules. The arbitration
        award
        rendered by the arbitrator(s) shall be final and binding upon both Parties.
        The
        arbitration shall be held in the English language.

      


      
        	
                9.

              	
                General
                  Provisions.

              


      

      
        	
                 

              	
                a.

              	
                Confidentiality
                  of Agreement.  Each Party agrees that it will not disclose
                  the subject matter or terms of this Agreement or the discussions
                  between
                  the Parties without the written consent of the other
                  Party.

              


      

      


      
        	
                 

              	
                b.

              	
                Governing
                  Law.  This Agreement, and all transactions contemplated
                  hereby, shall be governed by, construed and enforced in accordance
                  with
                  the laws of Korea without reference to the conflict of laws provisions
                  therein.

              


      

      


      
        	
                 

              	
                c.

              	
                Successors
                  and Assigns.  The Receiving Party shall have no right to
                  assign its right under this Agreement, whether expressly or by
                  operation
                  of law, without the written consent of the Disclosing
                  Party.

              


      

      


      
        	
                 

              	
                d.

              	
                Entire
                  Agreement. This instrument contains the entire agreement and
                  understanding between the Parties with respect to the subject matter
                  and
                  transactions hereof and there are no agreements or representations
                  which
                  are not set forth herein. All prior negotiations, agreements, and
                  understandings are superseded
                  hereby.

              


      

      


      
        	
                 

              	
                e.

              	
                Modification
                  and Amendments.  No modification, amendment, addition to, or
                  termination of this Agreement shall be valid or enforceable unless
                  in
                  writing and signed by all of the
                  Parties.

              


      

      


      
        	
                 

              	
                f.

              	
                Severability.  If
                  any term, provision, clause, article, condition or other portion
                  of this
                  Agreement is determined to be invalid, void or unenforceable by
                  a court of
                  competent jurisdiction, the same will be deemed amended or deleted
                  to the
                  extent necessary to make it enforceable and it will not affect
                  any other
                  term, provision, clause, article, condition or other portion hereof,
                  and
                  the remainder of this Agreement will remain in full force and
                  effect.

              


      

      


      
        	
                 

              	
                g.

              	
                Waiver.  None
                  of the provisions, conditions, or rights under this Agreement shall
                  be
                  deemed to be waived by any act or acquiescence on the part of any
                  Party or
                  their respective agents. The waiver of any provision, condition,
                  or right
                  under this Agreement shall not constitute a waiver of any other
                  provision,
                  condition, or right. The failure of any Party to enforce any provision,
                  condition, or right under this Agreement shall not be deemed a
                  waiver of
                  that provision, condition, or
                  right.

              


      

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed in
        duplicate originals by their duly authorized representatives.

       

      COMPANY
        (상대회사공식명칭)
                          
SAMSUNG ELECTRONICS CO., LTD.

      By
        :________________________                 By
        :___________________________

      Name
        :______________________                 Name
        :________________________

      Title
        :_______________________                 Title
        :_________________________

      Date
        :
        ______________________                 Date
        : _________________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      EXHIBIT
        E

       

      Form
        of Subcontractor Agreement

       

      Samsung
        to provide their standard form subcontractor agreement and agree the same
        with
        PureDepth in due course

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      EXHIBIT
        F

       

      Relationship
        Executives

       

      Samsung
        Relationship Executive:

       

      Name:

      Title:

      Address:

      Email:

      Phone:

      Fax:

      Cell:

       

      PureDepth
        Relationship Executive:

       

      Name:

      Title:

      Address:

      Email:

      Phone:

      Fax:

      Cell:

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

       

      EXHIBIT
        G

       

      Branding
        Plan

       

      [****].

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

        EXHIBIT
        H

       

      Production
        Plan

       

      [****]

      


      The
        above
        plan may be amended by mutual agreement between the parties.

      


       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      
        EXHIBIT
          I

         

      

      
        Content
          Development Plan

         

      

      [****]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      
        EXHIBIT
          J

         

      

      
        Public/Investor
          Relations Plan

         

      

      [****]

       

      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Confidential
              Treatment Request -- Redacted
              Copy



          

        

      

      
        EXHIBIT
          K

         

      

      
        Device
          Labeling Plan

      

      


      MINIMUM
        DEVICE LABELING REQUIREMENTS

      


      Patent
        Marking Requirements

      


      Purpose

      The
        purpose of patent marking is to provide constructive notice to the world
        of the
        patent, and is an important issue in many patent infringement suits. Where
        an
        article is not appropriately marked, defendants may be able to avoid paying
        damages.

      


      Marking
        Requirements

      As
        a
        minimum the article should be marked with the relevant patent numbers or
        pending
        patent application numbers.

      For
        Example: US Pat. 1234567; US Pat. Appn. 10/123456 Pending.

      


      [****]

      


      Trade
        Mark Marking Requirements

      


      Purpose

      Marking
        a
        trademark serves a number of purposes including providing notice of the owners
        claim to the mark and directing a consumer to a notice that identifies the
        trademark owner.  This can be helpful in building the public’s
        association of the mark with the owner.

      


      Marking
        Requirements

      There
        are
        two types of trademarks registered and unregistered.

      Unregistered
        trademarks can be indicated by the use of the trademark symbol (TM).

      Registered
        marks should be indicated by the registered symbol (®).

      


      [****]

      


      It
        is
        preferable that the marking be on the article itself and in any associated
        literature.

      


      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Confidential
              Treatment Request -- Redacted
              Copy



          

        

      

      
        Device
          Appendix No. 1


      

       

      This
        Device Appendix is a supplement to the License Agreement (the “Agreement”)
        between PureDepth, Inc., a Delaware corporation, with a principal place of
        business at 255 Shoreline Drive, Suite 610, Redwood City, CA 94065 (“PureDepth”)
        and Samsung Electronics Co., Ltd., represented by Samsung Digital Media
        Business, a corporation organized under the laws of Korea with its principal
        place of business located at 416 Maetan 3-dong, Youngtong-gu, Suwon-si,
        Gyeonggi-do (“Samsung”). This Device Appendix
        sets out the different, additional and particular terms and conditions
        applicable solely to the licensing of the Device described in this Device
        Appendix and upon signature by the authorized representatives of both parties
        will be incorporated by reference into the Agreement and governed
        thereby.  Such different, additional and particular terms and
        conditions apply only to this Device Appendix and in no way alter the terms
        and conditions applicable to other Device Appendices incorporated into the
        Agreement.  All terms used in this Device Appendix will retain
        the same meanings as defined in the Agreement and such definitions are
        incorporated herein by reference.  This Device Appendix is
        effective on the date last executed below.

       

      
        	
              	
                1.

              	
                Device:
                  [****].

              


      

       

      
        	
              	
                2.

              	
                Field
                  of Use:  [****].

              


      

       

      
        	
              	
                3.

              	
                Field
                  of Use Exclusions:  [****].

              


      

       

      
        	
              	
                4.

              	
                Territory:  Worldwide
                  excluding Japan.

              


      

       

      
        	
              	
                5.

              	
                Scope
                  of License:

              


      

       

      [****]

       

      


       

      
        	
              	
                5.2

              	
                Milestones:
                  [****]
                  The Milestones may be
                  amended/varied by mutual agreement between the
                  parties.

              


      

       

      [****]

       

      
        	
              	
                6.

              	
                PureDepth
                  Milestones:

              


      

       

      PureDepth
        will provide reasonable
        assistance [****]
        as set out against each Milestone
        detailed in the table
        following.  [****]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      
        	
              	
                7.

              	
                Minimum
                  Requirements and Sign Off:

              


      

       

      The
        parties further acknowledge and agree that, while each of the [****]  Further,
        both parties agree to meet regularly in person, with PureDepth traveling
        to
        Samsung accordingly, to sign off each Milestone (by minute or otherwise)
        as duly
        complete or satisfactorily met.

       

      
        	
              	
                8.

              	
                Royalty
                  Structure:

              


      

       

      
        	
              	
                8.1

              	
                [****]

              


      

       

      
        	
              	
                8.2

              	
                [****]

              


      

       

      
        	
              	
                8.3

              	
                Such
                  Royalties shall be payable according to Section 8 of this
                  Agreement.

              


      

       

      
        	
              	
                9.

              	
                Product
                  Supply:

              


      

       

      
        	
              	
                9.1

              	
                Samples
                  and Device Purchase:  Samsung will deliver [****]
                  to PureDepth as set out in Section 7 (“Administrative Procedures”) of the
                  Agreement and otherwise sell additional Devices to PureDepth at
                  [****].  Procurement
                  for other purposes will be agreed between the parties at the relevant
                  time.

              


      

       

      
        	
              	
                9.2

              	
                Procurement.  If
                  at any time during the term of this Agreement, [****].

              


      

       

      This
        Device Appendix No.1 will expire on the expiration of [****].

       

      IN
        WITNESS WHEREOF, the parties have caused this Device Appendix to be signed
        by their duly authorized representatives.

       

      


      
        	
                “PUREDEPTH”

              	
                “SAMSUNG”

              
	
                PUREDEPTH,
                  INC.

              	
                Samsung
                  Electronics Co., Ltd., represented by Samsung

                Digital
                  Media Business

                ____________________________________

              
	 	 
	
                By:__________________________________

              	
                By: _________________________________

              
	 	 
	
                Print
                  Name:____________________________

              	
                Print
                  Name: ___________________________

              
	 	 
	
                Title:_________________________________

              	
                Title: ________________________________

              


      

      
        


      

      
        


      

      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Confidential
              Treatment Request -- Redacted
              Copy



          

        

      

      
        Device
          Appendix No. 2


      

       

      This
        Device Appendix is a supplement to the License Agreement (the “Agreement”)
        between PureDepth, Inc., a Delaware corporation, with a principal place of
        business at 255 Shoreline Drive, Suite 610, Redwood City, CA 94065 (“PureDepth”)
        and Samsung Electronics Co., Ltd., represented by Samsung Digital Media
        Business, a corporation organized under the laws of Korea with its principal
        place of business located at 416 Maetan 3-dong, Youngtong-gu, Suwon-si,
        Gyeonggi-do (“Samsung”). This Device Appendix
        sets out the different, additional and particular terms and conditions
        applicable solely to the licensing of the Device described in this Device
        Appendix and upon signature by the authorized representatives of both parties
        will be incorporated by reference into the Agreement and governed
        thereby.  Such different, additional and particular terms and
        conditions apply only to this Device Appendix and in no way alter the terms
        and conditions applicable to other Device Appendices incorporated into the
        Agreement.  All terms used in this Device Appendix will retain
        the same meanings as defined in the Agreement and such definitions are
        incorporated herein by reference.  This Device Appendix is
        effective on the date last executed below.

       

      
        	
              	
                1.

              	
                Device:
                  [****]

              


      

       

      
        	
              	
                2.

              	
                Field
                  of
                  Use:[****]

              


      

       

      
        	
              	
                3.

              	
                Field
                  of Use Exclusions:  [****].

              


      

       

      
        	
              	
                4.

              	
                Territory:  Worldwide
                  excluding Japan.

              


      

       

      
        	
              	
                5.

              	
                Scope
                  of License:

              


      

       

      [****]

       

       

      
        	
              	
                5.2

              	
                Milestones:[****][****]

              


      

       

      
        	
              	
                6.

              	
                PureDepth
                  Milestones:

              


      

       

      PureDepth
        will provide reasonable assistance [****] as set out against
        each Milestone detailed in the table following.

       

       [****]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Confidential
            Treatment Request -- Redacted Copy



        

      

      
        	
              	
                7.

              	
                Minimum
                  Requirements and Sign Off:

              


      

       

      The
        parties further acknowledge and agree that, while each of the
[****].  Further, both parties agree to meet
        regularly in person, with PureDepth traveling to Samsung accordingly, to
        sign
        off each Milestone (by minute or otherwise) as duly complete or satisfactorily
        met.

       

      
        	
              	
                8.

              	
                Royalty
                  Structure:

              


      

       

      
        	
              	
                8.1

              	
                [****]

              


      

       

      
        	
              	
                8.2

              	
                [****]

              


      

       

      
        	
              	
                8.3

              	
                Such
                  Royalties shall be payable according to Section 8 of this
                  Agreement.

              


      

       

      
        	
              	
                9.

              	
                Product
                  Supply:

              


      

       

      
        	
              	
                9.1

              	
                Samples
                  and Device Purchase:  Samsung will deliver
                  [****] to PureDepth as set out in Section 7
                  (“Administrative Procedures”) of the Agreement and otherwise sell
                  additional Devices to PureDepth at
                  [****].  Procurement for other purposes will be
                  agreed between the parties at the relevant
                  time.

              


      

       

      
        	
              	
                9.2

              	
                Procurement.  If
                  at any time during the term of this Agreement,
                  [****].

              


      

       

      This
        Device Appendix No.2 will expire on the expiration of six (6) calendar months
        from [****].

       

      IN
        WITNESS WHEREOF, the parties have caused this Device Appendix to be signed
        by their duly authorized representatives.

       

      


      
        	
                “PUREDEPTH”

              	
                “SAMSUNG”

              
	
                PUREDEPTH,
                  INC.

              	
                Samsung
                  Electronics Co., Ltd., represented by 

                Samsung
                  Digital Media Business

                ____________________________________

              
	 	 
	
                By: ______________________________

              	
                By: _______________________________

              
	 	 
	
                Print
                  Name:________________________

              	
                Print
                  Name:__________________________

              
	 	 
	
                Title: _____________________________

              	
                Title: ______________________________