Exhibit 10.25
certain identified information, marked herein with [***], has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.
OLED PATENT LICENSE AGREEMENT
THIS OLED PATENT LICENSE AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2023 (the “Effective Date”), by and between Samsung Display Co., Ltd. (“SDC”), an entity incorporated under the laws of the Republic of Korea and having a place of business at 1 Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-do, 17113, Korea, and UDC Ireland Limited (“UDC”), an entity incorporated under the laws of Ireland and having a place of business at Suite 14, Plaza 256, Blanchardstown Corporate Park 2, Ballycoolin, Dublin 15, D15PR23, Ireland.
BACKGROUND
WHEREAS, UDC has rights in certain patents concerning Organic Light Emitting Devices;
WHEREAS, SDC previously obtained license rights to practice under certain ones of these patents under an OLED PATENT LICENSE AGREEMENT effective as of January 1, 2018, including any agreement supplemental thereto (the “2018 License Agreement”); and
WHEREAS, SDC desires to obtain license rights to continue its practice under these patents beyond the 2018 License Agreement’s expiration on December 31, 2022.
NOW, THEREFORE, intending to be legally bound, SDC and UDC agree as follows:
AGREEMENT
In addition to other terms defined elsewhere herein, the following terms shall have their corresponding meanings when used in this Agreement.
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Each payment is fully earned and shall be nonrefundable once made. Subject to Section 5.2, all payments due hereunder shall be made without set-off, deduction or credit for any amount owed (or alleged to be owed) by UDC to SDC or any of its Affiliates. UDC may require SDC to pay interest on any late payments (i.e., the payment remaining unpaid past the applicable due date as provided in Exhibit A hereto) at a per annum rate equal to the Prime Rate as published in The Wall Street Journal on the due date of payment plus [***] percent [***].
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If to UDC,
All financial notices, to:
UDC Ireland Limited
Suite 14, Plaza 256
Blanchardstown Corporate Park 2
Ballycoolin
Dublin 15, Republic of Ireland
Attn:
Tel No.:
E-mail:
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All other notices and communications, to:
[same as above]
Universal Display Corporation
Attn:
250 Phillips Boulevard
Ewing, New Jersey, U.S.A. 08618
Fax No.:
Tel No.:
E-mail:
If to SDC,
Samsung Display Co., Ltd.
SR-5 Building, 3nd Floor, IP Team
1 Samsung-ro , Giheung-gu, Yongin-si
Gyeonggi-do, 17113, Republic of Korea
Attn:
Tel No.:
E-mail:
Attn:
Tel No.:
E-mail:
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives:
Samsung Display Co., Ltd. UDC Ireland Limited
By: /s/ Joo Sun Choi By: /s/ Sidney D. Rosenblatt
Name: JOO SUN CHOI Name: SIDNEY D. ROSENBLATT
Title: President and CEO Title: Director
Date: December 2, 2022 Date: December 2, 2022
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Exhibit A
License Fees
SDC shall pay to UDC license fees of [***] (the “License Fee”), said fee to be paid in installments as follows:
[***]
As of January 1, 2023, the License Fee Installments shall be paid to UDC [***]. UDC shall invoice SDC [***] at least [***] days in advance of the applicable due date, [***].
Notwithstanding the foregoing, in the event of any termination of this Agreement, all remaining unpaid license fee installments, to the extent not excused due to such termination, shall be immediately due and owing to UDC.
[***]
Two Year “Term Extension Option:”
[***]
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Exhibit B
Press Release Format
Samsung Display and Universal Display Corporation Enter into Long-Term OLED Agreements
Ewing, New Jersey – [DATE] - Universal Display Corporation (Nasdaq: OLED), enabling energy-efficient displays and lighting with its UniversalPHOLED® technology and materials, today announced the signing of long-term OLED material supply and license agreements with Samsung Display Co., Ltd. (SDC), a global display manufacturing leader. These agreements affirm that Universal Display Corporation will continue to supply its proprietary UniversalPHOLED phosphorescent OLED materials and technology to Samsung Display for use in its OLED displays. The agreements are scheduled to run through December 31, 2027, and may be extended for an additional two year period. Financial terms of the agreements have not been disclosed.
“We are pleased to announce the signing of these long-term agreements with Samsung Display, our partner for more than two decades,” said Steven V. Abramson, President and Chief Executive Officer of Universal Display Corporation. “Through our twenty-plus years of innovation and materials supply, our cooperation and collaboration with SDC has grown stronger and broader. As we enter new frontiers of the OLED revolution, we look forward to continuing to work hand-in-hand to support Samsung’s product roadmaps of advanced, inventive and beautiful OLED displays with our expanding portfolio of highly-efficient, high-performing proprietary OLED technologies and UniversalPHOLED materials.”
About Universal Display Corporation
[Use then current Universal Display “About” Paragraph and SEC Forward Looking Disclaimer language]
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Exhibit C
Content of Proposed 8-K Filing
Item 1.01 Entry into a Material Definitive Agreement.
On [DATE], the Registrant, through its wholly owned subsidiary UDC Ireland Limited, and Samsung Display Co., Ltd. (“SDC”) entered into an OLED Patent License Agreement (the “License Agreement”) and a Supplemental OLED Material Purchase Agreement (the “Supplemental Agreement”), both effective as of January 1, 2023.
The License Agreement extends SDC’s rights under certain of Registrant’s intellectual property for at least another five years to manufacture and sell certain phosphorescent organic light emitting diode (OLED) display products. In consideration of the license grant, SDC agreed to pay the Registrant a license fee over the term of the License Agreement.
Pursuant to the Supplemental Agreement, the parties agreed that SDC shall continue to purchase red and green dopants from the Registrant, and the Registrant shall supply to SDC, a minimum amount of such phosphorescent materials for SDC’s use in the manufacture of licensed products. This minimum purchase commitment is subject to the Registrant being able to supply SDC with sufficient material to meet its requirements over the term of the Supplemental Agreement, which is concurrent with the term of the License Agreement. In addition, the parties have agreed to continue their discussions regarding ongoing collaboration and supply of blue phosphorescent materials and the entry of separate commercial supply and license provisions with respect to such materials.
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Exhibit D
Sublicense Under Third Party Patents
To the extent UDC and/or its Affiliates have the right to do so and to the extent utilized by SDC, UDC hereby grants to SDC a worldwide, non-exclusive and non-transferable (except in connection with a permitted transfer of this Agreement as a whole) license under certain patents owned by third parties (“Third Party Patents”) under which UDC and/or its Affiliates have rights to grant sublicenses to SDC, subject to any applicable sublicensing terms in the agreements with such third parties, solely to manufacture (including the right to practice methods, processes and procedures), have manufactured by its Permitted Sublicensees, sell, offer for sale, use, lease, import, distribute and otherwise dispose of Licensed Products.
A list of Third Party Patents available for license hereunder is set forth in Appendix 1-A below [***]. A list of Third Party Patents utilized by SDC is set forth in Appendix 1-B below. [***]
Terms and Conditions for licenses under Third Party Patents
SDC will cooperate with UDC to enable UDC to comply with its reasonable third party reporting obligations that are required for the sublicenses granted hereunder, [***].
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Appendix 1-A to Exhibit D
List of Third Party Patents Available for License
[***]
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Appendix 1-B to Exhibit D
List of Third Party Patents
[***]
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