AGREEMENT

Exhibit 10.44

AGREEMENT

AGREEMENT (the “Agreement”), dated as of July 30, 2004, among Cambridge Display Technology, Inc., a Delaware corporation (the “Company”), Xxxxx Investment Associates VI, L.P., a Delaware limited partnership, KEP VI, LLC, a Delaware limited liability company, Xxxxxxx Capital Corporation, a Delaware corporation, Xxxxxxx CDT LLC, a Delaware limited liability company, and Xxxxxxx CDT 2000 LLC, a Delaware limited liability company (collectively, the “Stockholders”).

W I T N E S S E T H:

WHEREAS, the Company anticipates filing a registration statement in connection with the underwritten initial public offering of the common stock of the Company (the “IPO”);

WHEREAS, the Stockholders are entities that have various investors; and

WHEREAS, the parties agree that it is in the parties’ best interests that an orderly market for the common stock be maintained following the IPO.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and agreeing to be legally bound, the parties hereby agree as follows:

1. No Distribution. From the date hereof until the 18-month anniversary of the consummation of the IPO, each of the Stockholders agrees not to distribute the common stock of the Company to its respective investors.

2. Termination. This agreement shall automatically terminate if the IPO is not consummated on or before December 31, 2004.

3. Miscellaneous.

a) This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which, taken together, shall be deemed to constitute one and the same agreement. Any counterpart of this Agreement may be delivered via facsimile transmission and shall be binding on the party executing such counterpart to the same extent as an original thereof.

b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the day and year first above written.

XXXXX INVESTMENT ASSOCIATES VI, L.P.
By:		Xxxxx XX VI, LLC,
		its general partner
By:		/s/ Xxxxx X Xxxxx, Xx.
Name:		Xxxxx X. Xxxxx, Xx.
Title:		Managing Member
KEP VI, LLC
By:		/s/ Xxxxx X Xxxxx, Xx.
Name:		Xxxxx X. Xxxxx, Xx.
Title:		Managing Member

XXXXXXX CAPITAL CORPORATION
By:		/s/ Xxxxxx Xxxx Xxxxxxx
Name:		Xxxxxx Xxxx Xxxxxxx
Title:		Managing Director
XXXXXXX CDT LLC
By:		XXXXXXX CAPITAL MANAGEMENT LLC,
		its managing member
By:		/s/ Xxxxxx Xxxx Xxxxxxx
Name:		Xxxxxx Xxxx Xxxxxxx
Title:		Managing Director
XXXXXXX CDT 2000 LLC
By:		XXXXXXX CAPITAL MANAGEMENT 2000 LLC, its managing member
By:		/s/ Xxxxxx Xxxx Xxxxxxx
Name:		Xxxxxx Xxxx Xxxxxxx
Title:		Managing Director
CAMBRIDGE DISPLAY TECHNOLOGY, INC.
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Chief Executive Officer

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