AMENDMENT # 2 to the NONEXCLUSIVE FIELD OF USE LICENSE AGREEMENT dated March 29, 1999 (the "License Agreement") by and between EASTMAN KODAK COMPANY, on behalf of itself and its subsidiaries, ("Kodak") and eMAGIN CORPORATION, formerly FED Corporation, ("eMagin")

Add the following definition to the License Agreement in Section 2.0 on DEFINTIONS:

"Licensed Patent" means the invention disclosures, if available, patent applications and patents (including letters patent, industrial designs, process patents and inventor's certificates) related to U.S. Patent 6,337,492 BI, entitled "Serially-Connected Organic Light Emitting Diode Stack Having Conductors Sandwiching Each Light Emitting Layer" issued January 8, 2002 and any inventions disclosed therein and all patents and applications claiming priority thereto or sharing priority therewith, and any and all rights to any of the foregoing anywhere in the world, including any provisional applications, substitutions, extensions, supplementary patent certificates, reissues, reexaminations, renewals, divisions, continuations in part or in whole, continued prosecution applications, requests for continued examination, and other similar filings or notices provided for under the laws of the United States or of any other country.

Add the following license grant to Kodak in the License Agreement in Section 3.0 on LICENSE GRANTS:

Grant by eMagin. Subject to the terms of this Agreement, eMagin hereby grants to Kodak and its Affiliates a fully paid-up, irrevocable, exclusive, world-wide, license, including the right to sublicense third parties, under the Licensed Patent to develop or have developed, make or have made, use, offer to sell, sell and import any tool, product, method, procedure, process or other subject matter whose manufacture, use, practice, or sale would constitute, but for the license granted to Kodak pursuant to the License Agreement as amended by this Amendment # 2, an infringement of any claim of the Licensed Patent, including spare parts and components for use in displays inside or outside the Field of Use. The term of the foregoing exclusive license shall be for the life of the Licensed Patent. In connection with the foregoing exclusive license, eMagin hereby confirms that under Section 18.6.3 of the License Agreement, eMagin has the full

Add the following elimination and delay with respect to the payments eMagin owes or will owe to Kodak under the License Agreement in Section 4.0 on ROYALTIES AND PAYMENTS :

Elimination and Delay in Royalties to Kodak. In consideration for the rights granted to Kodak hereunder, eMagin shall:

owe to Kodak no royalty payments under Section 4.2 (a) - (c) of the License Agreement for the first six (6) months (from January 1 through June 30) of calendar year 2007; and

be granted a delay, without any interest, until December 1, 2007, of the remaining balance of Seventy Six Thousand Nine Hundred Seventy One U.S. Dollars ($76,971) that eMagin currently owes Kodak under Section 4.2 (a) - (c) of the License Agreement on its royalty payment for the fourth (4^`h) quarter of calendar year 2006, at which time such remaining balance shall be fully due and payable;

be granted a delay, without any interest, until December 1, 2007, of the annual minimum royalty payment of One Hundred Twenty Five Thousand U.S. Dollars ($125,000) that eMagin currently owes Kodak under Section 4.2 (d) of the License Agreement as its annual minimum royalty payment due January 1, 2007 for calendar year 2007, at which time such annual minimum royalty payment for 2007 shall be fully due and payable; and

Add the following provisions to the License Agreement with respect to other matters relating to the Licensed Patent:

As of the Effective Date of this Amendment #2 and with respect to the Licensed Patent, eMagin hereby authorizes and designates Kodak to have full power and control and to have the sole authority, at Kodak's sole discretion, to prosecute Licensed Patent (including without limitation prosecution of any patent interference proceeding or other proceeding in the U.S. Patent and Trademark Office involving the Licensed Patent), maintain (or abandon as the case may be) the Licensed Patent and enforce in any country with respect to any and all third parties the Licensed Patent. Kodak shall be responsible for the reasonable expenses relating to each of the foregoing actions. In this connection, however, as of the effective date of this Amendment #2, eMagin hereby acknowledges and agrees to fully cooperate and assist Kodak in undertaking any of the foregoing actions, including without limitation: (a) promptly providing Kodak with full and complete access to all documentation, and information in the possession of eMagin and its counsel relating to prosecuting, maintaining and enforcing the Licensed Patent in any patent office or in any other administrative or judicial proceeding in any country, including without Iimitation, any patent office actions, maintenance fee payment information and other patent office, administrative or judicial communications and notices relating to the Licensed Patent; (b) initiating, at Kodak's request and at its expense, any enforcement action against any third party as to the Licensed Patent; and (c) authorizing and signing any documents or power of attorney and taking any other actions requested by Kodak to evidence and certify as to Kodak's rights to prosecute, maintain and enforce the Licensed Patent.

WITH RESPECT TO THE PROSECUTION, MAINTENANCE OR ENFORCEMENT OF THE LICENSED PATENT AT ANY TIME, WHETHER PRIOR TO, ON OR FOLLOWING THE EFFECTIVE DATE OF THIS AMENDMENT #2, KODAK SHALL HAVE NO LIABILITY TO EMAGIN OR ANY OTHER ENTITY RECEIVING ANY INTEREST IN THE LICENSED PATENT FROM EMAGIN, FOR ANY ACTION OR INACTION TAKEN OR NOT TAKEN BY KODAK. THIS LIMITATION OF LIABILITY INCLUDES BUT IS NOT LIMITED TO INITIATING ANY ENFORCEMENT ACTIONS, AND/OR MAKING OR PARTICIPATING IN ANY EXAMINATIONS, AMENDMENTS, RESPONSES, APPEALS, ARGUMENTS, PAYMENTS, MAINTENANCE FEES OR ANNUITIES RELATING TO ANY OF THE INTELLECTUAL PROPERTY RIGHTS GRANTED TO KODAK UNDER THIS AMENDMENT # 2.

EASTMAN KODAK COMPANY 

 

 

 

EMAGIN CORPORATION (formerly FED

CORPORATION

Laura G. Quatena 

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