PATENT ASSIGNMENT AGREEMENT

EXHIBIT 10.2

PATENT ASSIGNMENT AGREEMENT

This Patent Assignment Agreement (the "Agreement"), effective as of the date that it is signed by the last party to sign it as indicated on the signature page (the "Effective Date") is made by and between ITUS Corporation, formerly known as CopyTele, Inc., having a principal place of business at 900 Walt Whitman Road, 2nd Floor, Melville, New York 11747 ("ITUS"), and AU Optronics Corporation, having a principal place of business at No. 1, Li-Hsin Rd. 2, Hsinchu Science Park, Hsinchu 30078, Taiwan, Republic of China ("AUO") (collectively, the "Parties" or either individually, a "Party").

RECITALS

WHEREAS, Assignor is willing to sell, convey, and assign to Assignee, and Assignee is willing to purchase and receive from Assignor, certain patent rights as further described herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows:

AGREEMENT

1.0

DEFINED TERMS

Unless otherwise defined, capitalized terms used herein shall have the following meanings:

1.1

"Affiliate" means a Person that presently or in the future controls, is controlled by, or is under common control with a Party. For the purposes of this definition, "control" shall mean direct or indirect ownership of greater than fifty percent (50%) of the voting power, capital or other securities of a Person or the power otherwise to direct or cause the direction of the management and policies of the Person.

1.2

^“EPD" means electrophoretic display.

1.3

"EPD Agreement" means that certain contract titled "Exclusive License Agreement" entered into by and between CopyTele Inc. and AU effective May 27, 2011. For the avoidance of doubt, the EPD Agreement was designated Hearing Exhibit 2 during the Arbitration, and bears control numbers COPYTELE-0000584-614.

1.4

"EPD Patents" means any and all patents and/or patent applications relating to EPD technology filed by, issued or assigned to, or otherwise owned or controlled by Assignor and/or its Affiliates, Subsidiaries, or predecessor(s) including CopyTele, Inc., anywhere in the world, before the fifth anniversary of the effective date of the EPD Agreement, as well as all divisionals, continuations, continuations-in-part, reissues, reexaminations, utility models, foreign counterpart, parents and/or extensions in connection therewith. For the avoidance of doubt, the EPD Patents include without limitation the patents and patent applications identified in Attachment I to Appendix A, hereto.

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1.5

"Person" means any individual or firm, association, organization, joint venture, trust, partnership, corporation, or other collective organization or entity.

1.6

"Subsidiary^- in respect of a Person means an Affiliate that is controlled by such

Person as the term control is used in the definition of Affiliate.

2.0

PATENT ASSIGNMENT

2.1

Assignment. Assignor agrees to and hereby does assign to AUO its entire right, title and interest in and to the EPD Patents, know-how transferred by ITUS to AUO prior to the Effective Date and trade secrets, if any, and all benefits, privileges, causes of action, and remedies relating thereto throughout the world, including, without limitation, exclusive rights to: (a) apply for and maintain all registrations, renewals and/or extensions thereof, (b) bring actions and recover damages for past, present and future infringement or other violation thereof, and (c) grant licenses or other interests therein (the "Assignment"). The date on which payment of the Purchase Price is received by ITUS and the transfer of the EPD Patents becomes effective shall be referred to herein as the "EPD Closing Date."

2.2

Recordation. For purposes of recordation of such Assignment with the United States Patent and Trademark Office and foreign patent offices with respect to presently existing EPD Patents, the Parties shall execute within 48 hours of the EPD Closing Date the Form of Patent Assignment Agreement attached as Appendix A. Without limiting Section 2.3. Assignor agrees to execute such further instruments as Assignee believes are necessary to perfect and record the Assignment with respect to existing EPD Patents issued or applied for registration in countries that require assignments in a form other than that attached as Attachment 1 to Appendix A hereto.

2.3

Further Assurances. If Assignee is unable for any reason, after reasonable effort, to secure the Assignor's signature on any document needed in connection with the actions specified in this Section 2. Assignor hereby irrevocably designates and appoints Assignee and its duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this paragraph with the same legal force and effect as if executed by the Assignor.

3.0

CONSIDERATION

3.1

Fee. In consideration of the rights granted Assignee hereunder, Assignee shall pay to Assignor the sum of seven million United States Dollars ($7,000,000) (the "Fee"), which amount will be payable in full on or before December 31, 2014.

3.2

Payment. Unless otherwise agreed by Assignor in writing, Assignee shall pay the Fee by wire transfer of immediately available funds to Assignor's designated bank account as follows, with any bank processing fees charged by Citibank to be borne solely by Assignor.

Bank Name:                 Citibank, F.S.B.

San Francisco Private Banking

Bank Address:              One Sansome Street, 24th Floor

San Francisco, California 94104

(415) 627-6037

Account No.:                Withheld

ABA Routing No. :       Withheld

To Credit:                     State Bar Attorney Client Trust,

Lieff Cabraser Heimann &

Bernstein

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3.3

Taxes. All taxes imposed as a result of the existence or performance of this Agreement shall be borne and paid by the Party required to do so by applicable law; provided, however, that, if so required by applicable law, Assignee shall either (a) withhold the amount of any national taxes levied by the Government of the Republic of China (Taiwan) on any payment by Assignee hereunder, and shall promptly pay such amount to the appropriate tax authorities of the Government of the Republic of China (Taiwan) or (b) apply for the appropriate exemption. In either case, Assignee shall ensure that Assignor receives the full amount set forth in Section 3.1 on or before December 31, 2014. Assignor shall provide Assignee with reasonable assistance in either seeking an exemption or in obtaining a refund for any taxes paid, and any such refund shall go to Assignee. Assignor will be responsible for payment of any non-Taiwanese taxes on its own net income arising from its receipt of the Fee.

3.4

Costs and Expenses. The Parties agree that each Party is responsible for its own attorneys' fees, expenses, and costs relating to the preparation and execution of this Agreement.

4.0 WARRANTIES

4.1

Authorization. Each Party represents and warrants that it has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on behalf of each Party. The Parties acknowledge that some of the EPD Patents have expired and/or have been abandoned, including without limitation, for failure to pay maintenance fees.

4.2

No Conflicts. Each Party represents and warrants that it has not and will not enter into any other agreement or understanding in conflict with the provisions contained in this Agreement.

4.3

Assignor Warranties. Assignor represents and warrants as follows:

4.3.1

It is the sole and exclusive owner of the EPD Patents and has all rights, title, interest, and privileges arising from such ownership, free and clear of any liens, security interests, encumbrances, rights or restrictions of any kind or nature;

4.3.2

All patents and patent applications meeting the definition of EPD Patents are assigned by virtue of this Agreement when the last Party has executed the Form of Patent Assignment Agreement attached hereto as Appendix A.

4.3.3

Neither Assignor, nor, to its knowledge any predecessor owner of any of the EPD Patents has assigned, licensed, granted covenants not to sue, transferred or otherwise conveyed to any other Person any rights, title, interest or privileges with respect to the EPD Patents or other patents or applications that, were they filed by, issued or assigned to, or otherwise owned or controlled by Assignor and/or its Affiliates, Subsidiaries, or predecessor(s) including CopyTele, Inc., would be EPD Patents; and

5.0

CONFIDENTIALITY

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5.1

Confidentiality Obligation. The terms of this Agreement (but not any patent assignments intended to be publicly filed, such as those based on Appendix A) and all correspondence relating to this Agreement, as well as any non-public financial information exchanged by the Parties hereunder, are confidential, and no Party shall disclose such terms and particulars to any third party except: (i) to the extent that the disclosure of the terms of this Agreement and/or the Parties' Settlement Agreement may be required by applicable law, regulation or order of a governmental authority of competent jurisdiction (including any securities regulatory body or exchange, (ii) during the course of litigation or arbitration so long as the disclosure of such information is subject to the same restrictions as is the confidential information of the other litigating parties, and such restrictions are embodied in a court or arbitral tribunal-entered protective order limiting disclosure to outside counsel and such disclosing Party, (iii) in confidence to the professional legal and financial counsel representing such Party, (iv) in confidence to a Party's Affiliates (v) in confidence to a potential acquirer, investor or lender in connection with a merger, acquisition or financing and its professional legal and financial counsel. Notwithstanding the foregoing, to the extent that the terms of this Agreement and/or the Parties' Settlement Agreement have been disclosed publicly to a governmental authority, the terms of the agreements may no longer be treated as confidential information.

5.1

Publicity. Neither party shall issue any press release regarding this Agreement

(except as permitted in Section 5.1 with respect to required filings with a governmental authority) other than the single press release attached in Appendix E to the Settlement Agreement. Nothwithstanding this provision, nothing in this Agreement is intended to or shall limit either Party's ability to disclose the terms of this Agreement as required by law to a governmental authority such as a securities regulatory body. In addition, nothing in this Section 5 is intended to or shall limit either Party's ability to truthfully answer any questions about or discuss the terms of this Agreement with third parties and/or shareholders.

6.0

 NOTICES

All notices, consents, waivers and other communications under this Agreement must be both in writing and by email and written notices shall be deemed to have been duly given: (a) when delivered by hand (including by overnight courier) (with written confirmation of receipt), or (b) within one (1) business day (i.e., a day other than a Saturday or Sunday on which banks are open for business in both New York City and Taipei), if sent by a delivery service (prepaid, receipt requested) or internationally recognized overnight courier or (c) within three (3) business days, if sent by registered or certified mail (postage prepaid, return receipt requested), in each case to the appropriate addresses set forth below (or to such other addresses as a Party may designate by written notice to the other Parties):

For Assignee:

For Assignor:

AU Optronics Corporation

ITUS Corporation

Attention: Hank Liu

Attention: Robert Berman, CEO

No. 1. Li-Hsin Rd. 2

 12100 Wilshire Blvd, Suite 1275

Hsinchu Science Park

 Los Angeles, CA 90025

Hsinchu 30078

  ###-###-####

Taiwan, Republic of China

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***@***

 With a copy to: ***@***

***@***

 and ***@***

                                                                                     With a copy to:

With a copy to:

  Eric B. Fastiff

Lawrence Gotts

  Lieff, Cabraser, Heimann & Bernstein

Latham & Watkins LLP

  LLP

555 Eleventh Street, NW

  275 Battery Street, 29^th Floor

Suite 1000

              San Francisco, CA 94111-1000

Washington, D.C. 20004-1304

With a copy to:

  With a copy to:

***@***                               ***@***

7.

 MISCELLANEOUS

7.2

Entire Agreement; Amendment. This Agreement cannot be modified, terminated or amended in any respect orally or by conduct of the Parties. Any termination, modification, or amendment may be made only by a writing signed by all Parties.

7.3

Counterparts. This Agreement may be executed in several counterparts, each of which is deemed to be an original but all of which constitute a one and the same instrument.

7.4

Interpretation. The headings inserted in this Agreement are for reference only and are not intended to form any part of the operative portion of this Agreement, and they shall not be employed in the interpretation or application of this Agreement. Each Party and counsel have reviewed and approved this Agreement, and accordingly any presumption or rule of construction permitting ambiguities to be resolved against the drafting party shall not be employed in the interpretation or application of this Agreement. "Including" and Include" always mean "including" or "include" without limitation.

7.5

Arbitration: Governing Law. The rights and obligations of the Parties under this Agreement shall be governed by and construed in accordance with laws of the State of California. Any dispute in connection with this Agreement shall be submitted to arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The place of arbitration shall be San Francisco, California. The arbitration will be heard before the same panel as heard the Arbitration (to the extent such panel is available). In the event of any such action to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to its reasonable attorneys' fees, including without limitation, the costs, expenses and attorneys' fees on any appeal.

7.6

Integration. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes any prior or collateral agreements, negotiations and communications in connection with the subject matter covered herein, whether oral or written, and any warranty, representation, promise, or condition in connection therewith not incorporated herein shall not be binding upon either Party or its Affiliates.

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[Rest of Page Left Blank; Signature Page Follows]

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This Agreement has been duly executed by the Parites to be effective as of the Effective Date.

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APPENDIX A

FORM OF PATENT ASSIGNMENT AGREEMENT

THIS PATENT ASSIGNMENT AGREEMENT (“Patent Assignment”), effective as of

, is by and among ITUS Corporation, formerly known as CopyTele, Inc.  (“Assignor”), and AU Optronics Corporation (“Assignee”).

Assignor represents and warrants that it owns all right, title, and interest in and to the patents and patent applications listed on Attachment 1 hereto (the “Assigned Patents”).

Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Assigned Patents and all benefits, privileges, causes of action, and remedies relating thereto throughout the world, including, without limitation, exclusive rights to: (a) apply for and maintain all registrations, renewals and/or extensions thereof, (b) bring actions and recover damages for past, present and future infringement or other violation thereof, and (c) grant licenses or other interests therein.

Assignor hereby authorizes and requests the Commissioner of Patents and Trademarks and any other applicable governmental entity or registrar (including any applicable foreign or international office or registrar), to record Assignee as the owner of the Assigned Patents, and to issue any and all Assigned Patents to Assignee, as assignee of Assignor’s entire right, title and interest in, to, and under the same. Assignee shall have the right to record this Patent Assignment with all applicable government authorities and registrars so as to perfect its ownership of the Assigned Patents.

Assignor shall provide Assignee, its successors, assigns or other legal representatives, reasonable cooperation and assistance at Assignee’s request and expense (including the execution and delivery of any and all affidavits, declarations, oaths, exhibits, assignments, powers of attorney or other documentation as may be reasonably required) as are requested by Assignee to effect, register, maintain, defend, enforce or otherwise exploit the rights assigned herein, including: (a) the preparation and prosecution of any applications or registrations assigned herein; and (b) the prosecution or defense of any interference, opposition, reexamination, reissue, review, infringement or other proceedings that may arise in connection with any of the rights assigned herein, including, but not limited to, testifying as to any facts relating to the rights assigned herein. If Assignee is unable for any reason, after reasonable effort, to secure the Assignor’s signature on any document needed in connection with the actions specified above, Assignor hereby irrevocably designates and appoints Assignee and its duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this paragraph with the same legal force and effect as if executed by the Assignor.

This Patent Assignment and any and all proceedings commenced in connection with or relating to this Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard of the laws that might otherwise govern under the applicable principles of conflict of laws of the State of California.

IN WITNESS WHEREOF, the undersigned have caused this Patent Assignment to be executed as of the date above first written.

ITUS Corporation

By: _______________________________

Title: ______________________________

Date: ______________________________

THE [STATE/COMMONWEALTH/COUNTRY] OF [          ]

County of

This instrument was executed before me on this ___ day of _______________, ______, by

_____________, the                   (title) of ITUS Corporation, a Delaware corporation, on

Behalf of said corporation.

_______________________________

Notary Public in and for

The [State/Commonwealth] of [          ]

            _______________________________

Printed of Typed Name of Notary

My commission expires ___________

Acknowledged and accepted by:

AU Optronics Corporation

By: _______________________________

Title: ______________________________

Date: ______________________________

Appendix A Attachment 1 / EPD Patents