AGREEMENT AND CONSENT TO
ASSIGNMENT AND ASSUMPTION
OF PATENT LICENSE
AGREEMENT
BETWEEN UNIVERSAL DISPLAY
CORPORATION AND SAMSUNG SDI CO., LTD.
This AGREEMENT
AND CONSENT TO ASSIGNMENT AND ASSUMPTION (the “Agreement and
Consent”) is entered into this 4th of February, 2009, to be
effective as of September 5, 2008 (the “Assumption
Date”), by and among Universal Display Corporation, a
corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania, having its principal place of
business at 375 Phillips Boulevard, Ewing, New Jersey 08618, U.S.A.
(“ UDC ”); Samsung SDI, Co., Ltd., a corporation
duly organized and existing under the laws of Korea, with its
principal place of business at 575 Shin-dong, Youngtong-ku, Suwon,
Kyungki-do 443-731, Korea (“ Assignor ”); and
Samsung Mobile Display, Co., Ltd., a corporation duly organized and
existing under the laws of Korea, with its principal place of
business at 508 Sungsung-dong, Cheonan-si, Chungcheongnam-do
330-300, Korea (“ Assignee ”).
RECITALS
WHEREAS,
Assignor and UDC are the parties to a certain OLED patent license
agreement dated April 19, 2005, as amended by Amendment #1
effective as of January 1, 2007 (the “License
Agreement”), and a certain OLED supplemental license
agreement dated April 19, 2005 (the “Supplemental
Agreement”), attached hereto as Exhibit A;
WHEREAS,
Assignor has separated its businesses relating to mobile display
products, including, but not limited to AMOLED and PMOLED products,
by establishing the Assignee as its wholly owned subsidiary and
transferring thereto all the assets and liabilities related to such
businesses; and
WHEREAS,
Assignor desires to assign the License Agreement and the
Supplemental Agreement to Assignee as of the Assumption Date,
Assignee desires to assume from Assignor on and after the
Assumption Date, all of Assignor’s existing and subsequent
rights and obligations under the License Agreement and the
Supplemental Agreement, and UDC desires to agree such assignments
on
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