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Research Agreement

The Trustees of Princeton University ("Princeton") and Universal Display Corporation ("Sponsor") having previously entered into a Research Agreement effective August 1, 1997, as amended by Amendment No. 1 (the "Agreement") do mutually agree to amend the Agreement as follows:


1. Section 1 is amended to include the Statement of Work outlined in
Exhibit A, entitled "Research on Advanced Organic Thin Film Devices for
Displays and Organic Electronics, UDC Phase 3 Work Plan", last revised
on April 11, 2002.


2. Section 3 is amended by deleting "July 30, 2002" and inserting "July
30, 2007" in lieu thereof.


3. Section 4 is amended by deleting the first sentence and inserting in
lieu thereof: "Princeton shall be reimbursed by Sponsor for all costs
incurred in connection with the research at a maximum level of
$7,477,993. As of the effective date of this Amendment, all financial
obligations for research from Phase 1 or Phase 2 shall cease, and any
funds remaining at Princeton shall be applied to year 1 of Phase 3 and
be credited against the $7,477,993.


4. In accordance with the terms and conditions of Se ...

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