AMENDMENT No. 1 to the SETTLEMENT AND LICENSE AGREEMENT (originally effective as of July 31, 2006) by and between UNIVERSAL DISPLAY CORPORATION (“UDC”) and SEIKO EPSON CORPORATION (“EPSON”)

AMENDMENT No. 1

to the

SETTLEMENT AND LICENSE AGREEMENT

(originally effective as of July 31, 2006)

by and between

UNIVERSAL DISPLAY CORPORATION (“UDC”)

and

SEIKO EPSON CORPORATION (“EPSON”)

This Amendment No. 1 shall amend and modify, to the extent of any inconsistency, the provisions of the above-referenced Settlement and License Agreement (the “Agreement”).  This Amendment No. 1 shall be effective as of March 30, 2009.

1.   The deadline for the credit referred to in the fifth (5th) sentence of Article 4 of the Agreement is hereby extended [The confidential material contained herein has been omitted and has been separately filed with the Commission.]

2.   Except as set forth in this Amendment No. 1, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly signed by their respective authorized representatives as of the dates written below.

UNIVERSAL DISPLAY CORPORATION			SEIKO EPSON CORPORATION
By:	/s/ Xxxxxx X. Xxxxxxxx		By:	/s/ Mitsuro Atobe
Name:	Xxxxxx X. Xxxxxxxx		Name:	Mitsuro Atobe
Title:	President		Title:	Deputy General
				Administrative Manager,
				Corporate Research &
				Development Division
Date:	March 31, 2009		Date:	24 Mar. 2009