EX-10 3 ex10-40.txt EXHIBIT 10.40 [GRAPHIC OMITTED] PPG Industries PPG Industries, Inc. One PPG Place - 36S Pittsburgh, Pennsylvania 15272 USA Telephone (412) 434-3520 Fax (412) 434-3700 elias@ppg.com ------------- Richard C. Elias Vice President, Optical Products October 14, 2002 Mr. Steven Abramson President & Chief Operating Officer Universal Display Corporation 375 Phillips Boulevard Ewing, NJ 08618 Dear Mr. Abramson: As a follow-up to your recent discussions with Frank Heinemann, of PPG, this letter confirms our understandings and a second amendment of the DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") which was entered into and effective October 1, 2000 by and between PPG INDUSTRIES, INC., and UNIVERSAL DISPLAY CORPORATION. This amendment which is effective on December 1, 2002, is as follows: 1. Article 12.2 of the Agreement is amended and restated as follows: 12.2 Option Terms. [The confidential material contained herein has been omitted and has been separately filed with the Commission.] 2. Except as expressly set forth above, the Agreement shall remain unchanged and shall continue in full force and effect. We trust that you find the above to be appropriately responsive to our discussions. If you agree the above accurately summarizes our agreed upon changes, please confirm such by signing and returning to Frank Heinemann the enclosed duplicate original of this letter. Very truly yours, PPG INDUSTRIES, INC. By: /s/ Richard C. Elias -------------------- Name: Richard C. Elias Title: Vice President, Optical Products Agreed to: UNIVERSAL DISPLAY CORPORATION By: /s/ Steven V. Abramson ---------------------- Name (Print): Steven V. Abramson -------------------------- Title: President -------------------------- Date: Oct. 15, 2002 --------------------------