PRINCETON UNIVERSITY
RESEARCH AGREEMENT
This Research Agreement, effective August 1, 1997 between the Trustees of
Princeton University, a not-for-profit, private educational institution existing
in the State of New Jersey, hereinafter referred to as "Princeton" and UDC Inc.,
a New Jersey Corporation and a wholly owned subsidiary of Universal Display
Corporation, hereinafter referred to as "Sponsor" or "UDC."
1. Statement of Work
Princeton, through its Advanced Technology Center for Photonics and
Optoelectronic Materials, has valuable experience, skill and ability in full
color flat panel emissive display technology employing crystalline organic and
metal/organic semiconductor light emitting diodes, organic semiconductor lasers
or other organic technologies. Sponsor desires to have Princeton continue to
undertake a research project in the above-named area in accordance with the
scope of work outlined in Exhibit A, Research Proposal entitled Organic Light
Emitters: Research and Engineering submitted May 31, 1997. Princeton agrees to
use reasonable effort to perform the research project described therein and
hereafter referred to as the "Research." Sponsor acknowledges that Princeton
makes no expressed or implied warranties for the research.
2. Principal Investigator
The Research will be supervised by Professor Xxxxxxx Xxxxxxx at Princeton
and Professor Xxxx Xxxxxxxx at the University of Southern California (USC). If
for any reason Xxxxxxxxx Xxxxxxx is unable to continue to serve as Principal
Investigator and a successor acceptable to both Princeton and Sponsor is not
available, this Agreement shall be terminated as provided in Article 6. The
technical point of contact will be Xxxxxxxxx Xxxxxxx.
3. Period of Performance
This research will be conducted during the period August 1, 1997 through
July 30, 2002, but may be extended for an additional two years at Princeton's
discretion. Further extensions can be made by mutual written agreement of the
Parties.
4. Reimbursement of Costs
Princeton shall be reimbursed by Sponsor for all costs incurred in
connection with the research at a maximum level of $4,400,000 plus any remaining
funds from phase one. While it is estimated that this amount is sufficient to
conduct the research, Princeton may submit to Sponsor a revised budget
requesting additional funds. Sponsor is not liable for any cost in excess of the
amount specified herein unless this Agreement is modified in writing. Any funds
paid to Princeton and not expended upon expiration or termination of this
Agreement (including all extensions thereof) shall be paid to UDC.
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5. Payment Schedule
Payments shall be made to Princeton by Sponsor in accordance with Exhibit
B, appended herein. Checks shall be made payable to Princeton University,
referencing Account Number 341-4046, and sent to:
Xxxxxxx X. Xxxxx, Treasurer
X.X. Xxx 00
Xxxxxxxxx Xxxxxxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
6. Termination
This Agreement and the License Agreement of even date herewith between
Princeton, USC and UDC are integral parts of the relationship between the
parties. The parties intend that termination of both Agreements are to occur
only under extreme situations, and in the absence of any reasonable
alternatives, as described herein. This Agreement is designed to provide maximum
flexibility to perform the Research. Therefore, not achieving the desired
objective is not a ground for termination of this Agreement.
Princeton may terminate this Agreement if circumstances beyond its control
preclude continuation of the research. Princeton or UDC can terminate this
agreement only if a) the Principal Investigator leaves Princeton; b) both
parties agree that the Research is not progressing in a satisfactory manner; or
c) both parties agree on any material breach or default of this Agreement. In
such cases, both parties will take reasonable steps to cure such breach or
default. If such measures fail, the parties will settle the dispute in
accordance with Article 21 "Arbitration".
Upon termination, Princeton will be reimbursed for all costs and
non-cancelable commitments incurred in the performance of the research and not
yet paid for, such reimbursement together with other payments not to exceed the
total estimated project costs specified in Article 4.
7. Intellectual Property
Title to any inventions first conceived by Princeton personnel in the
performance of the work funded under this Agreement shall vest in Princeton
University. Princeton hereby grants to Sponsor the exclusive license to any and
all such inventions on terms and conditions of a certain License Agreement of
even date herewith.
Title to any inventions first conceived by USC personnel in the performance
of the work funded under this Agreement shall vest in USC, and shall be managed
by Princeton in accordance with the Management Agreement between Princeton and
USC, provided that USC notifies Princeton of such inventions. Sponsor shall have
the exclusive license to any and all such inventions on terms and conditions of
a certain License Agreement of even date herewith.
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Princeton shall promptly provide a complete written disclosure for each and
every invention first conceived or discovered in the performance of the work
funded under this Agreement, including USC technologies, provided that USC
notifies Princeton of such inventions. All such inventions shall automatically
become subject to the License Agreement.
Subject to the provisions of Exhibit C, title to any inventions first
conceived jointly by personnel from Princeton, USC provided that USC notifies
Princeton of such inventions, or UDC shall vest jointly in the names of
Princeton, USC, or UDC as appropriate, and shall be subject to the License
agreement.
8. Publication
Princeton shall have the right, at its discretion, to release information
or to publish any material resulting from the Research. Princeton shall furnish
Sponsor with a copy of any proposed publication thirty (30) days in advance of
the proposed publication date, to allow Sponsor to take appropriate steps to
protect the patentability of any potential Invention described therein. Such
delay shall not, however, be imposed on the filing of any student thesis or
dissertation.
Princeton shall give Sponsor the option of receiving an acknowledgment in
any publication for its sponsorship of the Research. Sponsor understands that
the basic objective of research activities at Princeton is the generation of new
knowledge and its expeditious dissemination. Therefore, in review of any
publication, Sponsor shall provide all reasonable cooperation in meeting this
objective.
9. Consultation
Selected personnel of Sponsor, designated by Sponsor to Princeton, shall
have the right to confer with the Principal Investigator and his or her
associates for such reasonable periods and at such times as are mutually
agreeable.
10. Visiting Personnel
Princeton and Sponsor agree that Sponsor can have visiting collaborators on
the Princeton campus for agreed upon terms to engage in collaborative,
non-commercial research and technology transfer with the Principal Investigator
and his team, subject to the discretion of the Principal Investigator and
Princeton. The terms outlined in Exhibit C shall apply to all Visiting
Personnel.
11. Publicity and Use of Names
Neither party shall use the name of the other in connection with any
products, promotional literature, or advertising material without the prior
consent of the other party, which shall not be unreasonably withheld, or except
to the extent required by law. This shall not include internal documents
available to the public that identify the existence of the Agreement.
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Princeton shall use reasonable efforts to acknowledge UDC as the exclusive
licensee of organic LED technologies in any press releases.
12. Reports
Princeton shall furnish Sponsor calendar year quarterly reports during the
term of this Agreement summarizing the research conducted. A final report
setting forth the accomplishments and significant research findings shall be
prepared by Princeton and submitted to Sponsor within ninety (90) days of the
expiration of the Agreement.
Princeton shall also furnish to Sponsor an annual expenditure report,
outlining spending by major budget categories listed in the proposal budget.
13. Proprietary/Confidential Information
All written information marked or designated in writing as confidential
given to Sponsor by Princeton or by Sponsor to Princeton designated recipients
under this Agreement shall be used only for the purposes given and shall be held
in confidence by the receiving party so long as such information (i) remains
unpublished by the giving party or does not otherwise become in the public
domain, (ii) is not lawfully received by the receiving party from a third party,
or (iii) is independently developed by the receiving party without the benefit
of such information. Princeton and Sponsor agree to use all reasonable efforts
to maintain the confidentiality of the information provided to it by the other
party. Princeton designated recipients shall only be Professor Xxxxxxx Xxxxxxx,
Professor Xxxx Xxxxxxx, and Xxxxxx Xxxxxxxxxxx.
Princeton retains the right to refuse to accept any such information which
it does not consider to be essential to the completion of the Research.
14. Indemnification
Sponsor agrees to indemnify and hold Princeton harmless from any loss,
claim, damage, or liability of any kind involving an employee of Sponsor arising
out of or in connection with this Agreement, except to the extent that such
loss, claim, damage, or liability arises in whole or in part from the gross
negligence or willful misconduct of Princeton.
15. Warranties
Princeton makes no warranties, express or implied, as to any matter
whatsoever, including, without limitation, the condition of the research or any
inventions(s) or product(s), whether tangible or intangible, conceived,
discovered, or developed under this Agreement; or the ownership,
merchantability, or fitness for a particular purpose of the research or any such
invention or product. Princeton shall not be liable for any direct,
consequential, or other damages suffered by any licensee or any others resulting
from the use of the research or any such invention or product.
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16. Equipment
Title to any equipment purchased or manufactured in the performance of the
work funded under the Agreement shall vest in Princeton.
17. Assignment
Neither party shall assign this Agreement to another without the prior
written consent of the other party; provided, however, that Sponsor may assign
this Agreement to a successor in ownership of all or substantially all its
business assets. Such successor shall expressly assume in writing the obligation
to perform in accordance with the terms and conditions of this Agreement. Any
other purported assignment shall be void.
18. Independent Inquiry
Nothing in this Agreement shall be construed to limit the freedom of
researchers who are not participants in this Agreement from engaging in similar
research inquiries made independently under other grants, contracts or
agreements with parties other than Sponsor.
19. Governing Law
This Agreement shall be governed by the laws of the State of New Jersey.
20. Subcontract to USC
This research collaboration includes a subcontract with USC, which
Princeton will execute and manage. The terms of that research agreement will be
substantially the same as their current arrangement, and Princeton agrees to
disclose those terms to Sponsor at Sponsor's request.
21. Arbitration
Any and all claims, disputes or controversies arising under, out of, or in
connection with this Agreement, which have not been resolved by good faith
negotiations between the parties, shall be resolved by mediation. Such mediation
shall occur as soon as reasonable practicable and no later than 30 days from the
effective date one party requests mediation of a dispute. If such dispute is not
resolved by mediation, then it will be resolved by final and binding arbitration
in Princeton, New Jersey under any rules of the American Arbitration Association
then obtaining. The arbitrators shall have no power to add to, or subtract from
or modify any of the terms or conditions of this Agreement. The arbitrators
shall have the option of future specific performance or monetary compensation in
lieu of termination. Any award rendered in such arbitration may be enforced by
either party in either the courts of the State of New Jersey or in the United
States to whose jurisdiction of such purposes Princeton and Sponsor each hereby
irrevocable consent and submit.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate by proper persons thereunto duly authorized.
UDC Inc., a wholly owned subsidiary of The Trustees of Princeton University
Universal Display Corporation
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxxxxxx
President Associate Xxxxxxx for
Research & Project Administration
Date: Date: 10/9/97
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Professor Xxxxxxx Xxxxxxx
Principal Investigator /s/ Xxxxxxx Xxxxxxx Date: 10/9/97
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