AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF PATENT LICENSE AGREEMENT BETWEEN UNIVERSAL DISPLAY CORPORATION AND SAMSUNG SDI CO., LTD.
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 000 Xxxxxxxx Xxxxxxxxx,
Xxxxx, Xxx Xxxxxx 00000, X.X.X. (“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 the terms and conditions
set forth below.
NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein,
the parties hereby agree as follows, effective as of the Assumption
Date:
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1.
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Assignment. Assignor
hereby assigns, transfers and conveys to Assignee all of the Assignor’s
rights, titles, obligations, and interest in, to and under the License
Agreement and the Supplemental Agreement as of the Assumption
Date.
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2.
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Assumption; Bound as
an Original Party.
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(a)
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Assignee
unconditionally assumes and shall promptly, fully, completely and
faithfully keep, fulfill, observe, perform and discharge each and every
covenant and obligation that may accrue and become performable, due or
owing under the License Agreement and the Supplemental Agreement on
Assignor’s part to be performed.
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(b)
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Assignee
shall perform the obligations of Assignor under the License Agreement and
the Supplemental Agreement and Assignee shall be bound by all of the terms
and conditions of the License Agreement and the Supplemental Agreement in
every way as if Assignee were originally a party
thereto.
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(c)
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UDC
shall respect the Assignee as an original party to the License Agreement
and the Supplemental Agreement and accordingly shall continue to perform
all of its obligations under the License Agreement and the Supplemental
Agreement, and UDC shall be bound by all of the terms and conditions of
the License Agreement and the Supplemental Agreement in every respect as
if Assignee were originally a party
thereto.
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3.
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Assignor
shall be bound to and responsible for the obligations set forth in the
License Agreement and the Supplemental Agreement accrued before the
Assumption Date and UDC hereby releases Assignor from any and all
covenants, liability or obligations under the License Agreement and the
Supplemental Agreement that may arise on or after the Assumption Date;
provided, however, that the confidentiality obligations bound to Assignor
under Article 6 of the License Agreement shall remain applicable even
after the Assumption Date.
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4.
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Assignee
and UDC hereby agree to the assignment of the License Agreement as
prescribed hereunder and to fulfill its obligations under the same to the
other party.
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5.
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Pursuant
to Article 9.7 of the License Agreement, Assignee hereby notifies to UDC
that all future communications and notice shall be addressed to Assignee
as follows:
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Samsung Mobile
Display, Co., Ltd.
000-0 Xxxxxx-xxxx,
Xxxxxxx-xx
Xxxxxx-xx, Kyungki-do
446-577, Korea
Attention: Legal
Team
Fax No.:
x00-00-000-0000
Tel No.:
x00-00-000-0000
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6.
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All
the capitalized terms not defined herein shall have the meaning set forth
in the License Agreement.
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7.
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All
the terms and conditions under the License Agreement and the Supplemental
Agreement shall remain unchanged and continue in effect unless otherwise
amended hereunder.
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Page
1
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement and Consent as
of the date first above written.
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UNIVERSAL
DISPLAY CORPORATION
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By:
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/s/
Xxxxxx X. Xxxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxxx
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Title:
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President
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Assignor
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Assignee
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SAMSUNG
SDI CO., LTD.
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SAMSUNG
MOBILE DISPLAY CO., LTD.
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By:
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/s/ Xxx Xxx Chi
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By:
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/s/ Sungrak Son
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Name:
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Xxx Xxx Chi
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Name:
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Sungrak Son
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Title:
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Executive Vice President
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Title:
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Vice President
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General Counsel
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