[***]
Represents material information which has been redacted and filed separately
with the Commission pursuant to a request for confidential treatment pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
  AMENDED
AND RESTATED DISTRIBUTION, LICENSE AND
 MANUFACTURING
AGREEMENT
  by
and among
  REMEDENT,
INC.,
  REMEDENT,
N.V.,
  and
  DEN-MAT
HOLDINGS, LLC
  Dated
as of June 3, 2009
  
  TABLE
OF CONTENTS
  Page1.
                  DEFINED TERMS.
                  12.
                  DISTRIBUTION RIGHTS.
                  22.1
                  Appointment as Distributor of the
      Products.
                  22.2
                  The B2C Market.
                  22.3
                  Future Increase of the
      Territory.
                  22.4
                  Potential Future Distribution
      Rights.
                  32.5
                  Cessation of Use.
                  63.
                  INTELLECTUAL PROPERTY LICENSE
      RIGHTS.
                  63.1
                  Grants.
                  63.2
                  Rights in Future Intellectual
      Property.
                  73.3
                  Delivery of Intellectual
      Property.
                  83.4
                  Cessation of Use.
                  83.5
                  Ownership of Intellectual
      Property.
                  94.
                  MANUFACTURING RIGHTS.
                  104.1
                  Products.
                  104.2
                  Termination of Right.
                  105.
                  MANUFACTURING RELATIONSHIP.
                  105.1
                  Soca.
                  105.2
                  Other Manufacturers.
                  106.
                  PAYMENTS.
                  106.1
                  Fixed Payments.
                  106.2
                  Other Payments.
                  116.3
                  Manufacturing Payment During the Exclusivity
      Period.
                  116.4
                  Manufacturing Payment After the Guaranty
      Period.
                  126.5
                  Payment and Reports.
                  127.
                  GUARANTY PERIOD; PURCHASE RIGHTS AND OBLIGATIONS
      WITH RESPECT TO PRODUCTS MANUFACTURED BY REMEDENT.
                  127.1
                  Purchases of Units/Teeth.
                  127.2
                  Purchases of Trays.
                  147.3
                  Off-Set.
                  147.4
                  Price Reductions.
                  15
  
  TABLE
OF CONTENTS
 Page7.5
                  Option to Extend the Guaranty Period and the
      Exclusivity Period.
                  158.
                  ORDER FULFILLMENT, INVENTORY AND
      MANUFACTURING.
                  168.1
                  Order Process.
                  168.2
                  Changesto
      Orders.
                  178.3
                  Shipping; Title and Risk of
      Loss.
                  178.4
                  Invoicing and Payment.
                  178.5
                  Inventory.
                  178.6
                  Acceptance and Return of
      Products.
                  178.7
                  Production and Quality;
    Record.
                  188.8
                  Inspection and Oversight by
      Den-Mat.
                  188.9
                  Inspection and Oversight by
      Remedent.
                  189.
                  ENFORCEMENT OF RIGHTS.
                  189.1
                  Distribution Agreements.
                  189.2
                  Intellectual Property.
                  1910.
                  TRAINING AND SUPPORT; DELIVERY OF CUSTOMER
      INFORMATION.
                  2010.1
                  Manuals and Information.
                  2010.2
                  Manufacturing.
                  2010.3
                  Marketing and Sales
    Assistance.
                  2010.4
                  Customer Information.
                  2110.5
                  Executive Support.
                  2110.6
                  Advertising.
                  2110.7
                  Regulatory Matters.
                  2111.
                  CHANGE OF CONTROL.
                  2211.1
                  Option to Receive Exit Fee.
                  2211.2
                  Calculation of Exit Fee.
                  2211.3
                  Effect of Payment of Exit
    Fee.
                  2312.
                  PAYMENT TERMS, TAXES AND
      AUDITS.
                  2312.1
                  Payment.
                  2312.2
                  Taxes.
                  2312.3
                  Audit Rights.
                  2413.
                  TERM AND TERMINATION.
                  25
  ii
  TABLE
OF CONTENTS
 Page13.1
                  Term.
                  2513.2
                  Termination for Cause.
                  2513.3
                  Termination for
Convenience.
                  2613.4
                  Sell-Off Period.
                  2613.5
                  Survival.
                  2614.
                  REPRESENTATIONS AND
    WARRANTIES.
                  2714.1
                  Representations and Warranties of
      Remedent.
                  2714.2
                  Representations and Warranties of
      Den-Mat.
                  3215.
                  CLOSING.
                  3416.
                  CLOSING CONDITIONS.
                  3416.1
                  Conditions to the Obligation of
      Remedent.
                  3416.2
                  Conditions to the Obligation of
      Den-Mat.
                  3417.
                  CONFIDENTIALITY.
                  3517.1
                  Confidential Information of
      Den-Mat.
                  3517.2
                  Confidential Information of
      Remedent.
                  3618.
                  INDEMNIFICATION.
                  3718.1
                  Indemnification by Den-Mat.
                  3718.2
                  Indemnification by
Remedent.
                  3718.3
                  IP Indemnity.
                  3718.4
                  Indemnification Procedures.
                  3819.
                  FORCE MAJEURE EVENTS.
                  3819.1
                  No Liability.
                  3819.2
                  Notification.
                  3919.3
                  Termination.
                  3920.
                  MISCELLANEOUS.
                  4020.1
                  Expenses.
                  4020.2
                  Further Actions.
                  4020.3
                  Notices.
                  4020.4
                  Binding Effect; Assignment.
                  4120.5
                  Amendment; Waiver.
                  4120.6
                  Entire Agreement.
                  41
  iii
  TABLE
OF CONTENTS
 Page20.7
                  Severability.
                  4220.8
                  Headings.
                  4220.9
                  Counterparts.
                  4220.10
                  Governing Law.
                  4220.11
                  Consent to Jurisdiction.
                  4220.12
                  Waiver of Punitive and Other Damages and Jury
      Trial.
                  4320.13
                  No Waiver; Remedies.
                  4320.14
                  No Limitation on Competitive
      Activities.
                  4420.15
                  No Partnership or Joint
      Venture.
                  4420.16
                  Jointly Drafted; Review by
      Counsel.
                  4420.17
                  Specific Performance.
                  4420.18
                  Interpretation.
                  4420.19
                  Mitigation.
                  44
  iv
  AMENDED
AND RESTATED DISTRIBUTION,
 LICENSE
AND MANUFACTURING AGREEMENT
  THIS AMENDED AND RESTATED
DISTRIBUTION, LICENSE AND MANUFACTURING AGREEMENT (this “Agreement”) dated as
of June 3, 2009, to be effective as of August 24, 2008 (the “Effective Date”) by
and among Remedent, Inc., a Nevada corporation (“Remedent Nevada”),
Remedent N.V., a Belgian corporation (“Remedent Belgium”,
and together with Remedent Nevada, “Remedent”), and
Den-Mat Holdings, LLC, a Delaware limited liability company (“Den-Mat”), and amends
and restates that certain Distribution, License and Manufacturing Agreement
dated as August 24, 2008 by and among Remedent and Den-Mat (the “Original
Agreement”).
  WHEREAS, the parties wish to
amend and restate the Original Agreement as hereinafter set forth;
  WHEREAS, Remedent has
developed and desires to market, distribute, license and sell certain products
and services and Remedent desires to appoint Den-Mat to act as the sole and
exclusive distributor of such products and services for Remedent in the
Territory (as defined below) and, with certain limitations, as a non-exclusive
distributor of such products and services for Remedent outside the
Territory;
  WHEREAS, Den-Mat and Remedent
have agreed that Den-Mat will purchase certain products manufactured by or for
Remedent for a specified period of time (subject to extension) and that Den-Mat
will make royalty payments to Remedent in connection with the sale of certain
products by Den-Mat;
  WHEREAS, Remedent owns certain
patents, trademarks and other intellectual property, and has rights pursuant to
certain licenses and other agreements with respect to other patents, trademarks
and other intellectual property, and Remedent desires to grant to Den-Mat (to
the extent such third party licenses and other agreements permit) an exclusive
license of such patents, trademarks and other intellectual property in the
Territory and a non-exclusive license of such patents, trademarks and other
intellectual property in the Excluded Markets and the China Market (each as
defined below); and
  WHEREAS, Remedent desires to
grant Den-Mat the non-exclusive right to manufacture or have manufactured
certain products developed by Remedent.
  NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Remedent and
Den-Mat hereby agree as follows.
  1.           Defined
Terms.
  Capitalized
terms used herein without definition shall have the respective meanings given to
them in Schedule
1.
  1
  2.
              Distribution
      Rights.
  2.1
              Appointment as
      Distributor of the Products.
  2.1.1                 Exclusive
Distributor. Subject to the terms and conditions in this Agreement,
Remedent hereby appoints Den-Mat as the sole and exclusive (even as to Remedent)
distributor to market, distribute, license and sell Products in the Territory,
and Den-Mat hereby accepts this appointment.  For each market in the
Territory, Den-Mat may appoint one or more sub-distributors and subcontractors
to market, distribute, license and sell the Products in the Territory, without
Remedent’s consent.  Notwithstanding the foregoing, Den-Mat and
Remedent agree that Den-Mat’s right and license to market, distribute and sell
the Products within the Territory to the B2C Market (as defined below) shall be
non-exclusive.
  2.1.2                 Treatment of
China.  [***]
  2.1.3                 Non-Exclusive
Distributor.  [***]
  2.1.4                 Subdistributors.
Den-Mat may authorize sub-distributors and subcontractors to market, distribute,
license and sell Products in accordance with this Section 2, provided
that within ten (10) days after the appointment of such sub-distributor or
subcontractor after the Effective Date, Den-Mat shall notify Remedent of the
identity, address and market of such sub-distributor or
subcontractor.  Den-Mat shall not sell or otherwise transfer Products
to any sub-distributor or subcontractor until such sub-distributor or
subcontractor enters into a form of written agreement ("Subdistributor
Agreement") with Den-Mat, which shall (a) include provisions to bind such
sub-distributor or subcontractor to terms and conditions substantially similar
to the product and territorial scope and other limitations set forth in Sections 2 and 3 and (b) authorize
Remedent to enforce such provisions.
  2.2
              The B2C
      Market.
  2.2.1                 Den-Mat as Supplier in the
B2C Market.  Subject to the terms and conditions of this
Agreement, during the Guaranty Period and at all times thereafter, Remedent
agrees to purchase, and to cause each B2C Market Licensee to purchase, all of
its requirements for GlamSmile Product in the B2C Market, excluding the Excluded
Markets and the China Market, from Den-Mat and Den-Mat agrees to sell to
Remedent, or its B2C Market Licensee all of its requirements for GlamSmile
Product in the B2C Market, excluding the Excluded Markets and the China Market,
at a price equal to [***] per Unit/Tooth.  [***].
  2.2.2                 The B2C Market in North
America.  [***]
  2.3
              Future Increase of the
      Territory.
  2.3.1                 Addition of Excluded
Markets.  [***]
  2.3.2                 Addition of China
Market.  [***]
  2.3.3                 Expansion of
Territory.  [***]
  2
  2.4
              Potential Future
      Distribution Rights.
  2.4.1                 Right to Distribute Future
Remedent Veneer Products.  Remedent hereby grants Den-Mat the
first right to hold sole and exclusive distribution rights to market,
distribute, license and sell all future veneer products that are not GlamSmile
Products (each, a “Remedent Veneer
Product”) developed (whether directly or indirectly, individually or
jointly with others) by or for Remedent (or any of Remedent’s Affiliates) in all
existing and future markets worldwide; provided, however, that any
grant of rights developed jointly with others will be subject to the rights, if
any, of the joint developers.  Remedent shall give Den-Mat written
notice of each additional Remedent Veneer Product as the same is developed,
which notice shall identify such Remedent Veneer Product and the anticipated
market therefor.  Remedent shall not market, distribute, license or
sell any Remedent Veneer Product except through a third party pursuant to a
written agreement, and Remedent shall not grant to any Person the right to
manufacture, market, license, distribute or sell any Remedent Veneer Product
unless it has complied with this Section
2.4.1.  Prior to appointing any Person as a distributor for any
Remedent Veneer Product: Remedent shall deliver to Den-Mat (a) at least thirty
(30) days prior to entering into such distribution agreement, a notice
identifying the Remedent Veneer Product(s) that is the subject of such
distribution agreement, the identity of the proposed distributor and a summary
of the terms and conditions of such proposed distribution agreement, and (b) at
least fifteen (15) days prior to entering into such distribution agreement, a
copy of the complete and final proposed distribution agreement and a notice of
the date on which such distribution agreement is to be executed (the “Proposed Remedent Veneer
Signing Date”).  At any time prior to the second Business Day
preceding the Proposed Remedent Veneer Signing Date set forth in such notice
from Remedent, Den-Mat may elect, effective upon delivery of notice to that
effect to Remedent, to enter into such distribution agreement in lieu of such
other Person on the terms and conditions set forth in such final distribution
agreement (but with appropriate modifications to the terms thereof to the extent
any of the terms of such final distribution agreement are unique to such other
Person and are incapable of performance by Den-Mat).  If Den-Mat
notifies Remedent that it elects to enter into such distribution agreement in
lieu of such other Person, Den-Mat and Remedent shall promptly thereafter
negotiate in good faith any appropriate modifications to the terms thereof, to
the extent any of the terms of such final distribution agreement are unique to
such other Person and are incapable of performance by Den-Mat, and execute and
deliver such distribution agreement.  If Den-Mat does not deliver a
notice of exercise with respect to any distribution agreement for Remedent
Veneer Product(s) prior to the second Business Day preceding the Proposed
Remedent Veneer Signing Date, as referred to above, then during the ten (10)
Business Day period commencing with such Proposed Remedent Veneer Signing Date,
Remedent and such other Person may enter into the final distribution agreement,
provided there is no modification of the terms thereof from the final version
provided to Den-Mat.  If Remedent and such Person do not enter into a
distribution agreement within the ten (10) Business Day period referred to in
the preceding sentence, Remedent shall not thereafter enter into a distribution
agreement with respect to the Remedent Veneer Product(s) subject to such
agreement (with such Person or any other Person) without first again complying
with each of the procedures set forth in this Section
2.4.1.
  3
  2.4.2                 Right of First Offer on
Other Remedent Potential Products.  Remedent hereby grants
Den-Mat the right of first offer to have the sole and exclusive worldwide right
to market, distribute, license and sell all of the Other Potential Products (a)
worldwide, or alternatively, (b) in one or more of the United States, the United
Kingdom and Canada.  Remedent shall give Den-Mat written notice of
each Other Potential Product as the same is developed, which notice shall
identify such Other Potential Product and the anticipated market
therefor.  During the forty-five (45) day period after delivery of
such notice, Remedent shall provide such information and access to its
development, marketing and sales personnel as Den-Mat may reasonably request in
order to evaluate such Other Potential Product.  On or before the
expiration of such forty-five (45) day period, Den-Mat shall notify Remedent if
it elects to exercise the rights granted under this Section 2.4.2, and if
Den-Mat fails to notify Remedent during such forty-five (45) day period it will
be deemed to have waived its rights under this Section 2.4.2 with
respect to such Other Potential Product.  If Den-Mat delivers such a
notice, Den-Mat and Remedent shall promptly commence negotiations with respect
to the terms and conditions on which Den-Mat will become the sole and exclusive
distributor for such Other Potential Product on a worldwide basis or in one or
more of the United States, the United Kingdom and Canada, and Den-Mat and
Remedent shall engage in such negotiations in good faith.  During the
period commencing on the delivery of such notice by Remedent and ending on the
later of (a) the end of such forty-five (45) day period, or, if earlier, the
date Den-Mat notifies Remedent that it will not exercise its rights under this
Section 2.4.2
with respect to such Other Potential Product or (b) the date negotiations
between Den-Mat and Remedent with respect to a potential distribution agreement
with respect to such Other Potential Product terminate, Remedent shall not
directly distribute, nor shall it authorize any Person to distribute, such Other
Potential Product.  If Remedent notifies Den-Mat of any Other
Potential Product and Den-Mat does not deliver to Remedent the notice of
exercise referred to above or reach an agreement with Remedent to become a
distributor with respect to such Other Potential Product, or Den-Mat waives the
right of first offer under this Section 2.4.2,
Remedent may thereafter market , distribute, license and sell such Other
Potential Product, including the use of sub-distributors and subcontractors,
provided, however, Remedent
shall not designate any licensee, subcontractor or distributor for such Other
Potential Product on a worldwide basis or in the United States, the United
Kingdom or Canada except as hereafter provided in this Section
2.4.2.
  (i)           Appointment Within Six
Months.  If Remedent notifies Den-Mat of any Other Potential
Product and Den-Mat does not become the sole and exclusive distributor of such
Other Potential Product, either because Den-Mat does not exercise its rights
under this Section
2.4.2 with respect to such Other Potential Product or, having exercised
such rights, is unable to reach agreement with Remedent with respect to the
terms and conditions of such distribution agreement, Remedent may designate
another Person as the exclusive distributor of such Other Potential Product
worldwide or in one or more of the United States, the United Kingdom and Canada
at any time during the six (6) month period after the later of the expiration of
the forty five (45) day period referred to above or the date Remedent and
Den-Mat terminate their negotiations regarding the terms and conditions of such
distribution agreement; provided, however, if Den-Mat
delivered a notice of exercise with respect to such Other Potential Product
during the forty five (45) day period referred to above, the terms and
conditions of the distribution agreement with such other Person shall not be
more favorable to such other Person than the terms and conditions last offered
in writing by Remedent to Den-Mat.  If Remedent has not entered into
an exclusive distribution agreement with respect to such Other Potential Product
on a worldwide basis or in the United States, the United Kingdom or Canada, as
the case may be, within the six (6)month period referred to
in the preceding sentence, it may not thereafter appoint a distributor for such
Other Potential Product in such territory unless it again complies with the
procedures set forth above in this Section
2.4.2.
  4
  (ii)           Different
Scope.  If Remedent notifies Den-Mat of any Other Potential
Product and Den-Mat does not become the sole and exclusive distributor of such
Other Potential Product worldwide or in the United States, the United Kingdom or
Canada (as applicable for purposes of this Section 2.4.2(ii)),
either because Den-Mat does not exercise its rights under this Section 2.4.2 with
respect to such Other Potential Product or, having exercised such rights, is
unable to reach agreement with Remedent with respect to the terms and conditions
of such distribution agreement, Remedent may from time to time designate another
Person as a distributor of such Other Potential Product in one or more markets
less than all of the United States, the United Kingdom or Canada or on a scope
less than sole and exclusive in one or more of such markets if Remedent: (A)
delivers to Den-Mat at least thirty (30) days prior to entering into such
distribution agreement, a notice identifying the Other Potential Product that is
the subject of such distribution agreement, the identity of the proposed
distributor and a summary of the terms and conditions of such proposed
distribution agreement, and (B) delivers to Den-Mat at least fifteen (15) days
prior to entering into such distribution agreement, a copy of the complete and
final proposed distribution agreement and a notice of the date on which such
distribution agreement is to be executed (the “Proposed Remedent Other
Products Signing Date”).  At any time prior to the second
Business Day preceding the Proposed Remedent Other Products Signing Date set
forth in such notice from Remedent, Den-Mat may elect, effective upon delivery
of notice to that effect to Remedent, to enter into such distribution agreement
in lieu of such other Person on the terms and conditions set forth in such final
distribution agreement (but with appropriate modifications to the terms thereof
to the extent any of the terms of such final distribution agreement are unique
to such other Person and are incapable of performance by Den-Mat).  If
Den-Mat notifies Remedent that it elects to enter into such distribution
agreement in lieu of such other Person, Den-Mat and Remedent shall promptly
thereafter negotiate in good faith any appropriate modifications to the terms
thereof, to the extent any of the terms of such final distribution agreement are
unique to such other Person and are incapable of performance by Den-Mat, and
execute and deliver such distribution agreement.  If Den-Mat does not
deliver a notice of exercise with respect to any distribution agreement for
Other Potential Product(s) prior to the second Business Day preceding the
Proposed Remedent Other Products Signing Date, as referred to above, then during
the five (5) day period commencing with such Proposed Remedent Other Products
Signing Date, Remedent and such other Person may enter into the final
distribution agreement, provided there is no modification of the terms thereof
from the final version provided to Den-Mat.  If Remedent and such
Person do not enter into a distribution agreement within the five (5) day period
referred to in the preceding sentence, Remedent shall not thereafter enter into
a distribution agreement with respect to the Other Potential Product(s) subject
to such agreement (with such Person or any other Person) without first again
complying with each of the procedures set forth in this Section 2.4.2(ii)
(and if more than six (6) months have passed since Remedent last delivered the
notice contemplated by the second sentence of this Section 2.4.2, also
comply with each of the other provisions of this Section
2.4.2).
  5
  2.5
              Cessation of
      Use.
  2.5.1                 End of Exclusivity
Period.  Upon expiration or termination of the Exclusivity
Period, the sole and exclusive distribution rights provided for in Section 2.1.1 shall
be amended, without the need for any further action by any Party, to become
non-exclusive distribution rights instead of sole and exclusive distribution
rights (with the effect that the phrase ‘the sole and exclusive (even as to
Remedent)’ in Section
2.1.1 shall be deemed to mean ‘non-exclusive’ even if the text is not
physically modified).
  2.5.2                 End of
Agreement.  Upon termination of this Agreement or, if later,
upon the conclusion of any applicable Sell-Off Period, Den-Mat shall cease
having rights to market, distribute, license and sell Products in the
Territory.
  3.
              Intellectual Property License
      Rights.
  3.1
              Grants.
  3.1.1                 Use of Existing Intellectual
Property in the Territory.  Subject to the terms and conditions
in this Agreement, Remedent hereby grants to Den-Mat a sole and exclusive (even
as to Remedent) transferable and sublicensable right and license to use within
the Territory the Intellectual Property owned or used by Remedent that is
related to the Products as it exists on the Effective
Date.  Notwithstanding the foregoing, (a) Remedent retains the right
to use and license to any Person performing contract manufacturing for Remedent
(concurrently with Den-Mat’s right to use) such Intellectual Property solely in
connection with the manufacture of the Products and for internal product
development related to the Products, (b) this grant shall not include any rights
to the name or trademark ‘Remedent’, and (c) Den-Mat and Remedent agree that
Den-Mat’s right and license to use the Intellectual Property within the
Territory to the B2C Market shall be non-exclusive.  For purposes of
clarity, other than in the B2C Market (subject to the terms of this Agreement),
during the Exclusivity Period Remedent shall not use the name or trademark
‘GlamSmile’ in the Territory without the prior written consent of
Den-Mat.  Notwithstanding anything to the contrary in this Agreement,
neither Remedent nor any B2C Market Licensee nor any Affiliate, permitted
successor or assignee of any of the foregoing, shall, directly or indirectly,
make any reference or comparison in its marketing materials or in any
advertising or sales efforts to any Den-Mat product or trademark including, but
not limited to, LumiSmile, Lumineers, Liminate, or Lumitray, without the prior
written consent of Den-Mat.  Upon notice from Den-Mat of a violation
of the foregoing, Remedent shall have a 30-day period to cure.  In the
event Remedent fails to cure such violation within thirty (30) days or in the
event of the occurrence of 5 separate violations in any 12 month period (even if
cured), Remedent shall forfeit its right to use, and shall immediately cease and
desist from any use of, the "GlamSmile" trademark in the North American B2C
Market during the Guaranty Period.  During the forty-five (45) day
period after the Effective Date, Den-Mat shall provide such cooperation to
Remedent as Remedent may reasonably request related to developing and
implementing guidelines for use of the trademarks included among the
Intellectual Property licensed to Den-Mat pursuant to this Section 3.1.1
sufficient to enable Remedent to preserve such trademarks; provided, however, Den-Mat
shall not be required to adopt or implement any such guideline to the extent
doing so would adversely affect Den-Mat's ability to comply with the terms of
this Agreement, materially impact Den-Mat's costs of performance under this
Agreement or otherwise would not be commercially reasonable.
  6
  3.1.2                 Use of Existing Intellectual
Property in the Excluded Markets.  Subject to the terms and
conditions in this Agreement, Remedent hereby grants to Den-Mat a non-exclusive,
transferable and sublicensable right and license to use in the China Market and
the Excluded Markets the Intellectual Property licensed or owned by Remedent
that is related to the Products, whether existing on the Effective Date or
developed or acquired by Remedent after the Effective Date, except (a) as
specifically identified on Schedule 3.1.2, (b)
subject to the limitations set forth in Section 3.2, (c) this
grant shall not include any rights to the name or trademark ‘Remedent’ and (d)
use of the “GlamSmile” name or trademark in the Excluded Markets shall be
limited as provided in Schedule
3.1.2.
  3.1.3                 Use of Future Intellectual
Property.  Subject to the terms and conditions in this
Agreement, Remedent hereby grants to Den-Mat a sole and exclusive (even as to
Remedent) transferable and sublicensable right and license to use within the
Territory the Intellectual Property owned or used by Remedent that is related to
the Products and is developed (whether directly or indirectly, individually or
jointly with others) by Remedent (or any of Remedent’s Affiliates) or acquired
by Remedent (or any of Remedent’s Affiliates) after the Effective Date, except
that (a) such grant is subject to the limitations set forth in Section 3.2, (b)
Remedent retains the right to use and license to any Person providing contract
manufacturing to Remedent (concurrently with Den-Mat’s right to use) such
Intellectual Property solely in connection with the manufacture of the Products
for Den-Mat and for internal product development related to the Productsfor Den-Mat,(c) Remedent retains the
right to use and license to any Person providing contract manufacturing to
Remedent (concurrently with Den-Mat’s right to use) any of such Intellectual
Property directly related to the Product manufacturing process or the Tray
delivery process solely in connection with the manufacture of the Products, and
(d) Den-Mat and Remedent agree that Den-Mat’s right and license to use the
Intellectual Property within the Territory to the B2C Market shall be
non-exclusive.
  3.2
              Rights in Future
      Intellectual Property.
  3.2.1                 Remedent.  Remedent
shall promptly notify Den-Mat of any Intellectual Property developed (whether
directly or indirectly, individually or jointly with others) by Remedent (or any
of Remedent’s Affiliates) or acquired by Remedent (or any of Remedent’s
Affiliates) after the Effective Date related to the Products and concurrently
therewith deliver such Intellectual Property to Den-Mat as provided in Section
3.3.  The grants provided in Section 3.1 shall not
apply to any Intellectual Property licensed by Remedent after the Effective Date
for which, despite commercially reasonable efforts, Remedent is not able to
obtain a sublicense or the right to grant a sublicense enabling Remedent to
grant the license contemplated by Section 3.1; provided, however, Remedent
shall not thereafter use such Intellectual Property in competition with the
Products during the Exclusivity Period, except in the B2C Market, the Excluded
Markets and in the China Market or in connection with the purpose of
manufacturing the Products for Den-Mat under the terms of this
Agreement.  Upon being advised that any Intellectual Property Remedent
desires to license from another Person after the Effective Date would not be
available to Den-Mat as contemplated by Section 3.1, Remedent
shall give prompt written notice of such event to Den-Mat and thereafter will
not license such Intellectual Property without first cooperating with Den-Mat
for a period of at least fifteen (15) Business Days, in such manner as Den-Mat
may reasonably request, to obtain a license of such Intellectual Property, on
commercially reasonable terms, in the scope contemplated by Section 3.1 or in
such more limited scope as Den-Mat may agree.
  7
  3.3 Delivery of Intellectual
Property. In
connection with the licenses granted to Den-Mat pursuant to Section 3.1,
Remedent  shall deliver to Den-Mat, not less than one (1) copy of all
computer object code (in machine readable form) and all computer source code and
other technology related to the Intellectual Property of Remedent that is
related to the Products; provided, however, the source code related to the
software licensed from SensAble Technologies, Inc. (“SensAble”) shall not be
delivered and instead shall be held in an escrow arrangement of which Remedent
shall cause Den-Mat to be a direct beneficiary in the event of Remedent’s
bankruptcy.  From time to time as upgrades or updates of the source
code are developed, Remedent shall deliver to Den-Mat a copy of each such
upgrade and update.  Den-Mat will protect and maintain the
confidentiality of such source code and any confidential Intellectual Property
provided to it hereunder to the same extent as it protects and maintains the
confidentiality of its own source code and confidential Intellectual Property.
Remedent represents and warrants to Den-Mat that Remedent is not in default
under the terms and conditions of the OEM Agreement between SensAble and
Remedent dated June 30, 2008, (the “SensAble Agreement”) and that Remedent
continues to maintain its exclusive license from SensAble for the veneer design
software under the SensAble Agreement.
  3.4
              Cessation of
      Use.
  3.4.1                 End of Exclusivity
Period.  Upon expiration or termination of the Exclusivity
Period, the sole and exclusive licenses provided in Section 3.1.1 shall be
amended, without the need for any further action by any Party, to become
non-exclusive licenses instead of sole and exclusive licenses (with the effect
that the term ‘sole and exclusive’ in Section 3.1.1 shall be deemed to mean
‘non-exclusive’ even if the text is not physically modified).  In
addition, upon expiration of the Exclusivity Period, the right of Den-Mat to use
any trademark of Remedent included among the Intellectual Property of Remedent
initially licensed under Section 3.1 shall immediately terminate, except in
connection with Den-Mat’s sale, in the ordinary course of business, of its
remaining inventory of Products bearing such trademarks.
  3.4.2                 End of
Agreement.  Upon termination of this Agreement or, if later,
upon the conclusion of any applicable Sell-Off Period, Den-Mat shall cease using
all Intellectual Property of Remedent and all materials, in any format or media,
bearing or using the Intellectual Property of Remedent, and promptly return or
destroy all tangible and electronic copies of such Intellectual Property, as
requested by Remedent, and upon the request of Remedent, certify such
destruction in writing. Notwithstanding the foregoing provisions of this Section
3.4.2, Den-Mat may retain one (1) copy of the Intellectual Property of Remedent
for Den-Mat’s internal compliance purposes, provided Den-Mat shall protect and
maintain the confidentiality of the Intellectual Property retained by it to the
same extent as it protects and maintains the confidentiality of its own
Intellectual Property.
  8
  3.5
              Ownership of
      Intellectual Property.
  3.5.1                 Independently Developed
Intellectual Property.  Subject to Section 3.5.2, each
Party shall have the sole and exclusive right to apply for, prosecute and obtain
all rights, grants, registrations, orders or proprietary interests of any
nature, including, without limitation, patents, copyrights, industrial design
and trademark and service mark registrations and any other registrations or
grants of rights that are analogous thereto in any and all countries throughout
the world in respect of Intellectual Property now owned or independently
developed by such Party after the Effective Date.  In addition, with
respect to any Intellectual Property related to the Products developed by
Remedent (and not subject to Section 3.5.2),
Remedent, in its sole discretion at its own cost and expense may apply for,
prosecute and obtain all rights, grants, registrations, orders or proprietary
interests of any nature, including, without limitation, patents, copyrights,
industrial design and trademark and service mark registrations and any other
registrations or grants of rights that are analogous thereto in any and all
countries throughout the world, in each case as reasonably requested by Den-Mat,
and take such other actions as Den-Mat may reasonably request to protect such
Intellectual Property.  In the event Remedent fails to take any action
reasonably requested by Den-Mat as described in the preceding sentence: (a)
Den-Mat may take such action, (b) Remedent hereby authorizes Den-Mat to take any
such action in its name, (c) Remedent shall provide such assistance as Den-Mat
may reasonably request in connection therewith, (d) Den-Mat shall be reimbursed
for the costs and expenses incurred by it in connection with such actions as a
priority payment from any sale, license fees, royalties, proceeds of
infringement actions or other amounts received by Remedent or Den-Mat with
respect to such Intellectual Property in the territory covered by such rights,
grants, registration orders or proprietary interests, (e) Remedent shall be
reimbursed for the costs and expenses incurred by it in connection with
providing cooperation to Den-Mat related to obtaining such rights, grants,
registration orders or proprietary interests as a second priority payment from
any sale, license fees, royalties, proceeds of infringement actions or other
amounts received by Remedent or Den-Mat with respect to such Intellectual
Property in the territory covered by such rights, grants, registration orders or
proprietary interests, (f) each of Den-Mat and Remedent shall take such actions
as the other may reasonably request to implement the provisions of this Section 3.5.1 with
respect to any particular Intellectual Property and (g) the rights, grants,
registration orders or proprietary interests so obtained shall be jointly owned
by Remedent and Den-Mat.
  3.5.2                 Jointly Arising Intellectual
Property.  In the event the Parties jointly develop any
Intellectual Property related to the Products for which a patent or copyright
would be available, and if either Remedent or Den-Mat desires to pursue a patent
or copyright on such Intellectual Property in any jurisdiction, then the Party
who desires to pursue such patent or copyright (in this capacity, the “Filing Party”), shall
deliver a notice (a “Notice of Intent to
File”) to the other Party identifying the subject Intellectual Property,
whether the filing will be for a patent or copyright and the jurisdiction in
which such filing will be made.  The Party receiving such Notice of
Intent to File may then elect to participate in such filing, in which case it
shall cooperate with the Filing Party in connection with such filing and the
subsequent prosecution thereof and share the related costs and expenses evenly
with the Filing Party.  If the Party receiving such Notice of Intent
to File does not deliver to the Filing Party a notice that it elects to
participate in such filing and prosecution within thirty (30) days after
receiving such Notice of Intent to File, the Filing Party may proceed with such
filing and prosecution individually.  If a Filing Party proceeds with
such a filing and prosecution individually: (a) the other Party hereby
authorizes the Filing Party to identify such Party as a co-owner of the subject
Intellectual Property and a co-holder of the rights filed for, (b) the other
Party shall provide such assistance as the Filing Party may reasonably request
in connection therewith, (c) the Filing Party shall be reimbursed for the costs
and expenses incurred by it in connection with such filing and prosecution as a
priority payment from any sale, license fees, royalties, proceeds of
infringement actions or other amounts received by Remedent or Den-Mat with
respect to such Intellectual Property in the territory covered by such patent or
copyright, (d) the Filing Party shall be reimbursed for the costs and expenses
incurred by it in connection with providing cooperation as a second priority
payment from any sale, license fees, royalties, proceeds of infringement actions
or other amounts received by Remedent or Den-Mat with respect to such
Intellectual Property in the territory covered by such patent or copyright, (e)
each of Den-Mat and Remedent shall take such actions as the other may reasonably
request to implement the provisions of this Section 3.5.2 with
respect to such Intellectual Property and (f) the patents or copyrights so
obtained shall be jointly owned by Remedent and Den-Mat.  In order to
avoid future misunderstandings, the Parties agree that any Intellectual Property
related to upgrading the Tray shall be deemed to be jointly developed
Intellectual Property for all purposes.
  9
  4.
              Manufacturing
      Rights.
  4.1
              Products.
  Remedent hereby grants to Den-Mat the non-exclusive worldwide right to
manufacture and produce the Products or have the Products manufactured and
produced for Den-Mat.
  4.2
              Termination of
      Right.
  Upon termination of this Agreement, Den-Mat shall cease having the right to
manufacture Products.  For purposes of clarity, termination of the
Exclusivity Period separate from the termination of this Agreement shall not
affect the rights granted by Section
4.1.
  5.
              Manufacturing
      Relationship.
  5.1 Soca. [***]
  5.2 Other
Manufacturers. [***]
  6.
              Payments.
  6.1
              Fixed
      Payments.
  6.1.1                 Closing Date
Payment.  Subject to the terms and conditions of this Agreement
(including the satisfaction of the closing conditions described in Section 16), Den-Mat
shall make an initial non-refundable payment of Two Million Four Hundred Twenty
Five Thousand Dollars ($2,425,000) (the “Upfront Payment”) to
Remedent within two (2) Business Days after the Closing
Date.  Remedent hereby acknowledges receipt of the Upfront
Payment.
  6.1.2                 Contract Period
Payments.  Den-Mat shall make a payment of Two Hundred Fifty
Thousand Dollars ($250,000) with respect to each of the first three Contract
Periods, which, with respect to each such Contract Period, shall be due and
payable upon the scheduled expiration of such Contract Period.  If the
Guaranty Period is terminated prior to the end of any such Contract Period
pursuant to Section
13.2.2, no payment shall be made pursuant to this Section 6.1.2 with
respect to such Contract Period.  If the Guaranty Period is terminated
prior to the end of any such Contract Period, Den-Mat shall pay to Remedent
within thirty (30) days after such termination an additional [***] for each Tray
sold in the Contract Period in which the Guaranty Period was terminated, not to
exceed Two Hundred Fifty Thousand Dollars ($250,000).
  10
  6.1.3                 Periodic
Payments.  As additional paid-up royalties in consideration of
the exclusive rights granted to Den-Mat under Sections 2 and 3, Den-Mat shall make
payments in the aggregate amount of Five Hundred Thousand Dollars ($500,000) to
Remedent at the times and in the amounts provided in Schedule 6.1.3; provided, however, Den-Mat’s
obligation to make each such payment shall be conditioned upon prior delivery to
Den-Mat of evidence, reasonably satisfactory to Den-Mat, that Remedent is in
compliance with its obligations under Section 10.3.3 at the
time of such payment or will be in such compliance simultaneously with the
making of any such payment.
  6.2
              Other
      Payments.
  6.2.1                 First Sale of
Tray.  Den-Mat shall make a payment of One Million Dollars
($1,000,000) to Remedent promptly after Den-Mat manufactures a case of
Units/Teeth using the Tray system in a Tray manufactured using the GlamSmile
Technology and Processes at a facility owned or leased by Den-Mat (a “Den-Mat Facility”)
which is deemed by Den-Mat working together in good faith with Remedent to be
saleable to a customer.  Den-Mat shall notify Remedent of the
satisfaction of the condition to the payment under this Section 6.2.1
promptly after becoming aware of the satisfaction of such
condition.  Remedent hereby acknowledges receipt of the payment of the
amount due under this Section
6.2.1.
  6.2.2                 Completion of
Training.  Den-Mat shall make a payment of One Million Dollars
($1,000,000) to Remedent promptly after completion of training regarding the
manufacturing equipment, as described on Schedule 10.2.
Remedent hereby acknowledges receipt of the payment of the amount due under this
Section
6.2.2.
  6.2.3                 Sale of
Units/Teeth.  Den-Mat shall make a payment of One Million
Dollars ($1,000,000) to Remedent upon the first to occur of (a) February 1, 2009
or (b) the date thirty (30) days after Den-Mat sells GlamSmile Products
incorporating [***] Units/Teeth to customers regardless of whether direct sales
of Units/Teeth are sold in Trays and regardless of whether Den-Mat has
manufactured such Units/Teeth in a Den-Mat Facility or has purchased such
Units/Teeth from Remedent; provided, however, that if such
payment date would be on or before January 1, 2009, Den-Mat shall make the
milestone payment described in this Section 6.2.3 on
January 1, 2009.  Den-Mat shall notify Remedent of the satisfaction of
the condition to the payment under this Section 6.2.3
promptly after becoming aware of the satisfaction of such condition. Remedent
hereby acknowledges receipt of the payment of the amount due under this Section
6.2.3.
  6.3
              Manufacturing Payment
      During the Exclusivity
Period.
  6.3.1                 Royalty for Products
Manufactured Using Tray Technology.  Except as otherwise set
forth in Section
7, for each sale during the Exclusivity Period by Den-Mat of Products
manufactured by Den-Mat using the GlamSmile Tray Technology, Den-Mat shall pay
to Remedent a royalty payment equal to [***] of Den-Mat’s Net Wholesale Price
per Unit/Tooth used in the Tray for such sales; provided, however, (a)
Den-Mat’s obligations to pay such royalties shall apply only to sales after
Den-Mat sells the first Tray manufactured in a Den-Mat Facility and (b) if the
aggregate payments of [***] are paid by Den-Mat pursuant to Sections 6.2.1 and
6.2.2, no
royalty will be payable with respect to sales of the first [***] Teeth/Units
manufactured by Den-Mat.
  11
  6.3.2                 Royalty for Products
Manufactured Using Non-Tray Technology.  Except as otherwise
set forth in Section 7, for
each sale during the Exclusivity Period by Den-Mat of Products manufactured by
Den-Mat using the GlamSmile Non-Tray Technology (and not covered by Section 6.3.1),
Den-Mat shall pay to Remedent a royalty payment equal to [***] of Den-Mat’s Net
Wholesale Price per Unit/Tooth used in such Product or, if such Product is a
Unit/Tooth, [***] of Den-Mat’s Net Wholesale Price per Unit/Tooth.
  6.4
              Manufacturing Payment
      After the Guaranty Period.
  6.4.1                 Royalty for Products
Manufactured Using Tray Technology.  For each sale after the
Guaranty Period by Den-Mat of Products manufactured by Den-Mat using the
GlamSmile Tray Technology, Den-Mat shall pay to Remedent a royalty payment equal
to [***] of Den-Mat’s Net Wholesale Price per Unit/Tooth used in the Tray for
such sale.
  6.4.2                 Royalty Payments for
Products Manufactured Using Non-Tray Technology.  Except as
otherwise set forth in Section 7, for
each sale after the Guaranty Period by Den-Mat of Products manufactured by
Den-Mat using the GlamSmile Non-Tray Technology (and not covered by Section 6.4.1),
Den-Mat shall pay to Remedent a royalty payment equal to [***] of Den-Mat’s Net
Wholesale Price per Unit/Tooth used in such Product or, if such Product is a
Unit/Tooth, [***] of Den-Mat’s Net Wholesale Price per Unit/Tooth.
  6.5 Payment and
Reports. For purposes of Sections 6.3 and
6.4, a sale
shall be deemed to have been made by Den-Mat at the time the related revenue is
recognized by Den-Mat for its internal accounting purposes (in accordance with
GAAP).  Within sixty (60) days after the end of each calendar quarter,
Den-Mat shall deliver to Remedent a certified statement from an officer of
Den-Mat setting forth (a) the total amount of Den-Mat sales of Products
manufactured using the GlamSmile Tray Technology during such quarter, (b) the
total amount of Den-Mat sales of Products manufactured using the GlamSmile
Non-Tray Technology during such quarter, (c) only for the calendar quarters in
which the Guaranty Period commences and terminates, the amount of sales in such
calendar quarter that were made during the Guaranty Period and the amount of
sales in such calendar quarter that were made before or after the Guaranty
Period, as applicable, (d) a calculation of the royalty offset, if any, pursuant
to Section
6.3.1, (e) a calculation of the royalties payable to Remedent under Sections 6.3 and
6.4 and (f) the
amount of such royalties attributable to sales in each of the United States, the
United Kingdom and Canada.  Concurrently with delivering such
statement Den-Mat shall pay to Remedent the amount of the royalty payment set
forth on such statement.
  12
  7.
              Guaranty
      Period; Purchase Rights and Obligations With Respect to Products
      Manufactured by Remedent.
  7.1
              Purchases of
      Units/Teeth.
  7.1.1                 Minimum
Purchases.  Den-Mat shall have the obligation to purchase [***]
Units/Teeth from Remedent, without a Tray delivery system (subject to reductions
in accordance with Section 7.3), during
each of the first three Contract Periods; provided, however, if the final
Contract Period terminates prior to its scheduled termination date other than as
a result of a termination pursuant to Section 13.2.1, such
obligation shall be prorated in such final Contract Period based on the number
of days in such Contract Period divided by 365.  Den-Mat shall have
the right (but not the obligation) to purchase Units/Teeth from Remedent prior
to the commencement of the Guaranty Period.  The minimum purchase
requirement set forth above shall be satisfied in the following
manner.  During each month of the first Contract Period, Den-Mat shall
purchase from Remedent the lesser of (a) all of
Remedent’s production capacity of Units/Teeth for that month over and above the
number of trays to be purchased by Den-Mat pursuant to Section 7.2.1
(“Remedent’s Production Capacity”), and (b) [***] Units/Teeth per
month.  The first “Contract Period” shall mean the period beginning on
the first day of the Guaranty Period and continuing for the greater of (i) fifteen (15)
months and (b) the number of months as will be required for Den-Mat to purchase
[***] Units/Teeth based on the purchase requirements set forth in the preceding
sentence.  For example, if Remedent’s Production Capacity begins and
remains at [***] Units/Teeth per month, then the first Contract Period would be
20 months.  If Remedent’s Production Capacity begins at [***]
Units/Teeth per month and then, after 8 months, increases to [***] Units/Teeth
per month, the first Contract Period would be 18 months (since Den-Mat would buy
[***] Units per month for 8 months ([***] Units) and then [***] Units per month
for 10 months ([***] Units) for a total of [***] Units.  During each
month of the second, third and each subsequent Contract Period occurring in each
case while the Guaranty Period is in effect, Den-Mat shall purchase from
Remedent the lesser of
(a) all of Remedent’s Production Capacity for that month, and (b) [***]
Units/Teeth per month.  The second and each subsequent “Contract
Period” shall mean the period beginning on the next day following the end of the
preceding Contract Period and continuing for the greater of (i) twelve (12)
months and (b) the number of months as will be required for Den-Mat to purchase
[***] Units/Teeth based on the purchase requirements set forth in the preceding
sentence.
  7.1.2                 Additional Right to
Purchase.  Den-Mat shall have the right (but not the
obligation) to purchase up to an additional [***] Units/Teeth from Remedent,
without a Tray delivery system, during each Contract Period (for clarity, this
is after the first [***] Units/Teeth have been purchased in such Contract Period
pursuant to Section
7.1.1); provided, however, if the final
Contract Period terminates prior to its scheduled termination date other than as
a result of termination pursuant to Section 13.2.1, such
obligation shall be prorated in such final Contract Period based on the number
of days in such Contract Period divided by 365.
  7.1.3                 Additional
Purchases.  Den-Mat may purchase Units/Teeth from Remedent,
without a Tray delivery system, in excess of the amounts referred to in Sections 7.1.1 and
7.1.2 in any
Contract Year if mutually agreed by Remedent and
Den-Mat.  Notwithstanding anything contained in Section 7.1, during
the Exclusivity Period, Den-Mat shall purchase from Remedent all of its
requirements for Units/Teeth in excess of the minimum purchase requirement set
forth in Section 7.1.1, provided that the price charged by Remedent is no higher
than the lowest price at which Den-Mat could purchase such product from a third
party manufacturer, and that the quality of the product and the terms and
conditions of the sale offered by Remedent match or exceed those offered by the
third party manufacturer.
  13
  7.1.4              Pricing.  Any
purchase by Den-Mat of Units/Teeth from Remedent pursuant to Sections 7.1.1 and
7.1.2 shall be
at a price of [***] per Unit/Tooth.  Any purchase by Den-Mat of
Units/Teeth from Remedent pursuant to Section 7.1.3 shall
be at a price mutually agreed upon by Remedent and Den-Mat prior to the time of
such sale.  The prices referred to in this Section 7.1.4 shall
be subject to adjustment pursuant to Section 7.4 and there
shall be no royalty obligation on the sale thereof by Den-Mat (unless agreed
upon by Remedent and Den-Mat as part of the price under Section
7.1.3).
  7.2            
Purchases of
Trays.
  7.2.1              Minimum
Purchases.  Den-Mat shall have the obligation to purchase [***]
Trays manufactured using the GlamSmile Tray Technology from Remedent (subject to
reduction as provided in Section 7.3.2) during
each of the first three Contract Periods; provided, however, if the final
Contract Period terminates prior to its scheduled termination date other than as
a result of a termination pursuant to Section 13.2.1, then
such obligation shall be prorated based on the number of days in such Contract
Period prior to such termination divided by the number of days that would be in
such Contract Period if such Contract Period had not terminated prior to its
scheduled termination.
  7.2.2              Additional
Purchases.  Den-Mat shall have the right (but not the
obligation) to purchase additional Trays manufactured using the GlamSmile Tray
Technology from Remedent prior to the commencement of the Guaranty Period and,
during the Guaranty Period, in excess of the minimum purchase requirements set
forth in Section
7.2.1, in each case as mutually agreed by Remedent and
Den-Mat.  Notwithstanding anything contained in this Section 7.2,
during the Exclusivity Period, Den-Mat shall purchase from Remedent all of its
requirements for Trays manufactured using the GlamSmile Tray Technology in
excess of the minimum purchase requirement set forth in Section 7.2.1, provided
that the price charged by Remedent is no higher than the lowest price at which
Den-Mat could purchase such product from a third party manufacturer, and that
the quality of the product and the terms and conditions of sale offered by
Remedent match or exceed those offered by the third party
manufacturer.
  7.2.3              Pricing.  Any
purchase by Den-Mat of Trays from Remedent pursuant to this Section 7.2 shall be
at the following price per Tray (subject to adjustment in accordance with Section 7.4): (a) for
each of the first [***] Trays in each of the first three Contract Periods, [***]
fee plus [***] per Unit/Tooth in the Tray (which includes the digital design
fee, the digital preview file, the delivery/placement tray, any necessary
reshaping or occlusal trays and remakes); and (b) for each Tray after the first
[***] Trays in each of the first three Contract Periods, such price as the
Parties may agree.  The prices referred to in this Section 7.2.3 shall
be subject to adjustment pursuant to Section 7.4 and there
shall be no royalty obligation on the sale by Den-Mat of the Trays referred to
in the preceding clause (a), or,
unless mutually agreed upon by Den-Mat and Remedent, the preceding clause
(b).
  7.3             Off-Set.
  7.3.1              Teeth in Excess
Trays.  If Den-Mat purchases in excess of [***] Trays during
any Contract Period, the minimum purchase requirement of [***] Units/Teeth in
such Contract Period (as described in Section 7.1.1) shall
be offset by the total amount of Units/Teeth that are purchased in the excess
Trays.
  14
  7.3.2              Manufacturing Delay or
Defect.  Any Units/Teeth or Trays that are not delivered within
the periods required by Section 8.1 or which
are Non-Conforming Products shall be counted against the minimum purchase
requirements set forth in Section 7.1.1 and
Section 7.2.1,
but shall not count against the number of Units/Teeth Den-Mat may purchase
pursuant to Section
7.1.2 (in each case regardless of whether they are accepted by
Den-Mat).
  7.4             Price
Reductions.
  7.4.1              [***]
  7.4.2              Digital
Design.  Den-Mat shall have the right to perform the digital
design function at a Den-Mat Facility and, if Den-Mat provides such function
with respect to any order, there shall be credited against the cost of the
related Product in such order an amount equal to [***].
  7.4.3              Manufacturing Delay or
Defect.  With respect to any Products that are not delivered
within the periods required by Section 8.1 or which
are Non-Conforming Products, but which are nonetheless accepted by Den-Mat, the
purchase price payable for such Product shall be discounted by an amount equal
to [***] of the full price for such Product from Remedent (for purposes of
clarity, before giving effect to any discount contemplated by Section 7.4.1, Section 7.4.2 or
otherwise).
  7.5             Option to Extend the
Guaranty Period and the Exclusivity Period.
  7.5.1              Extension of Guaranty
Period.  Provided that Den-Mat satisfies its obligations under
Sections 7.1.1
and 7.2.1 for
the first three (3) Contract Periods, the Guaranty Period shall continue after
the third (3rd)
Contract Period with such annual price adjustments as may be agreed upon by
Remedent and Den-Mat effective after the third (3rd)
Contract Period, unless the Guaranty Period is terminated by Den-Mat in its sole
discretion upon at least nine (9) months prior written notice of termination to
Remedent.  Den-Mat may give such notice at any time, but if such
notice is given more than nine (9) months prior to the end of the third (3rd)
Contract Period or any subsequent Contract Period specified in such notice, such
termination shall not be effective until the end of the third (3rd)
Contract Period or such subsequent Contract Period, as applicable.  No
later than ninety (90) days prior to the end of each Contract Period (commencing
in the third Contract Period and continuing thereafter unless the Guaranty
Period is scheduled to expire on or before the commencement of the next Contract
Period), Remedent shall provide to Den-Mat its proposed pricing for the
subsequent Contract Period, but in no event shall the percentage increase in the
prices charged for the Products greater than the percentage increase in the
Consumer Price Index for All Urban Consumers, as published by the U.S.
Department of Labor, for the period from the Effective Date until the date of
such proposed increase.  If such proposed price adjustment is not
acceptable to Den-Mat, Remedent and Den-Mat will negotiate in good faith to try
to reach agreement on an appropriate price adjustment for the following Contract
Period.  If Den-Mat and Remedent are unable to agree upon a price
adjustment prior to the commencement of the subsequent Contract Period, then
Den-Mat shall be deemed to have accepted the best price proposal (to Den-Mat)
submitted in writing by Remedent, and such pricing proposal shall be the pricing
of the Products for such subsequent Contract Period, provided, however, that
Den-Mat may, in its discretion, elect to terminate the Guaranty Period upon ten
(10) days notice to Remedent.
  15
  7.5.2              Non-Extension of the
Guaranty Period.  If the Guaranty Period expires pursuant to
Section 7.5.1,
the licenses granted pursuant to Sections 2.1.1 and
3.1.1 shall be
amended as provided in Sections 2.4.1 and
3.4.1; provided, however, that Den-Mat
shall not have the right to use any of Remedent’s trademarks, including the
“GlamSmile” name or brandafter the expiration of
the Guaranty Period; provided, however, Den-Mat
shall be permitted to use such trademarks in connection with the sale of
existing Products or Products ordered from Remedent and not delivered at the
time such right terminates, in each case in the ordinary course of distributing
and selling such Products.  From and after the end of the Guaranty
Period, prices for the Products Den-Mat may purchase from Remedent shall be as
Remedent and Den-Mat mutually agree; provided, however, such prices
shall be no less favorable to Den-Mat than the best price made available by
Remedent to any other Person after giving effect to Remedent’s published
schedule of volume discounts, if any.
  8.           
 Order Fulfillment, Inventory and Manufacturing.
  8.1          
Order
Process. For each
purchase of Products by Den-Mat from Remedent, Den-Mat shall deliver to Remedent
a purchase order in a form to be agreed upon by Remedent and Den-Mat, specifying
quantities and a shipping address for the Products to be
purchased.  For each Product, Remedent shall have the time period
specified in Schedule
8.1 to fulfill the order, which shall be deemed fulfilled as of receipt
by Den-Mat or at the other shipping address specified in such
order.  Remedent shall not have the right to reject any order by
Den-Mat that is for Products Den-Mat is obligated or entitled to purchase
pursuant to Sections
7.1.1, 7.1.2, 7.2.1 and 7.2.2.  Remedent
shall fulfill or cause its subcontractors and manufacturers to fulfill all
orders by Den-Mat in connection with Den-Mat’s minimum purchase requirements and
purchase rights, as described in Sections 7.1.1, 7.1.2, 7.2.1 and 7.2.2.  If
Remedent is unable to fulfill the orders for Products by Den-Mat to satisfy
Den-Mat’s minimum purchase requirements and purchase rights, as described in
Sections 7.1.1,
7.1.2, 7.2.1 and 7.2.2, within the
maximum time periods set forth on Schedule 8.1, Den-Mat
may, in its sole discretion, refuse to accept such Product or accept such
Product with the price discount referred to in Section 7.4.3.If Remedent is unable to
fulfill the orders for Products by Den-Mat to satisfy Den-Mat’s minimum purchase
requirements and purchase rights, as described in Sections 7.1.1, 7.1.2, 7.2.1 and 7.2.2, Den-Mat shall
have the right to find an alternative supply of such Products (or manufacture
such Products at a Den-Mat Facility), in which case Remedent shall pay to
Den-Mat any cost incurred by Den-Mat as a result of obtaining such Products from
an alternative supply or manufacturing such Products directly in excess of the
purchase price provided in this Agreement (inclusive of any discounts and
set-offs available on the purchase price for such Products provided in this
Agreement) and the amount of Products so acquired or manufactured by Den-Mat
shall be counted towards any minimum purchase amounts under Section 7.1.1 and
7.2.1, as
applicable.  Such right shall be in addition to, and not as an
alternative to, any other rights of Den-Mat arising from a breach of this
Agreement by Remedent.  Remedent shall have the right to reject orders
by Den-Mat that are for products in excess of Den-Mat’s minimum purchase
requirements or purchase rights, as described in Sections 7.1.1, 7.1.2, 7.2.1 and 7.2.2.
  16
  8.2           Changes to Orders. Den-Mat
may modify or cancel any order by delivering to Remedent a notice describing
such modification or cancellation.  In such event, in lieu of the
purchase price for the Products subject to such order Den-Mat shall pay to
Remedent: (a) with respect to a cancelled order, the cost incurred by Remedent
in connection with such order prior to delivery of the notice of cancellation
(but not more than the price for such Product under Section 7) and (b)
with respect to a modified order, the purchase price for the modified Product
plus the additional cost, if any, incurred by Remedent in connection with the
completion of such order as so modified.
  8.3           Shipping; Title and Risk of
Loss. All
Products subject to each order shall be delivered to Den-Mat or the Person
designated as the recipient insuch order at the
shipping address specified in such order, F.O.B. Remedent’s warehouse or
manufacturing facility from which such Products are shipped.Remedent will be
responsible for arranging all transportation of Products and shall insure all
Products in a commercially reasonable manner.  Title to, and risk of
loss of, the Products will pass to Den-Mat upon receipt of the Product by
Den-Mat or the Person at the shipping address designated in the related
order.  Remedent shall be responsible for all freight, insurance, and
shipping costs and duties, except Den-Mat shall be responsible for customs
duties.
  8.4           Invoicing and
Payment. Upon
delivery and acceptance of Products, Remedent may submit to Den-Mat an invoice
for those Products consistent with Sections 7, 8 and the other
provisions of this Agreement.  Den-Mat shall pay each proper invoice
within [***] days after Den-Mat’s receipt of such
invoice.
  8.5           Inventory. Remedent
shall be responsible for maintaining sufficient inventory of the Products and
raw materials to fulfill Den-Mat’s orders for the minimum purchase requirements
or Den-Mat’s purchase rights, as described in Sections 7.1.1, 7.1.2, 7.2.1 and 7.2.2.   If
Den-Mat provides Remedent a written forecast of orders that Den-Mat expects to
place with Remedent (for Products in excess of Den-Mat’s minimum purchase
requirements and purchase rights), Remedent shall use commercially reasonable
efforts to maintain sufficient inventory of Products to fulfill such orders for
Den-Mat.  Remedent shall bear all costs and losses associated with the
inventory of any Products, including inventory shrink, obsolescence, aged
inventory, damage, and Products not sold to Den-Mat or another
Person.
  8.6           Acceptance and Return of
Products. Den-Mat
shall, within a reasonable time after the receipt of each shipment of Products
and receipt of all necessary documentation associated with each shipment (but in
no event later than seven (7)daysafter receipt of such
shipment), inspect the Products and, after such inspection, (a) accept the
shipment as a whole (as to quantity and obvious damage of Products only), (b)
reject the shipment as a whole or (c) reject the Non-Conforming Products and
accept the rest; provided, however, that any
acceptance by Den-Mat in accordance with clause (a) or clause (c) shall not
preclude any warranty claims by Den-Mat.  In rejecting any shipments
either in whole or in part, Den-Mat shall notify Remedent in writing of the
reason for the rejection and, at Remedent’s expense (including costs of
shipment) return the Non-Conforming Products to Remedent for confirmation of the
defect.  With respect to any Non-Conforming Products, Den-Mat may, at
its option, (i) return such Non-Conforming Product to Remedent at Remedent’s
expense (including costs of shipment) for repair or replacement (at Remedent’s
expense) or (ii) cancel the order and manufacture a replacement
Product.  If Den-Mat elects to manufacture a replacement Product, it
shall credit against any amounts otherwise payable under this Agreement an
amount equal to the price of such Product (and without having any obligation to
pay Remedent for the Non-Conforming Product).
  17
  8.7            Production and Quality;
Record. All
Products manufactured, sold and delivered to Den-Mat by Remedent under this
Agreement shall conform to the manufacturing standards and quality
requirementsdescribed on Schedule
8.7.  Remedent shall maintain all Product quality records in
accordance with applicable laws and regulatory requirements, including those
related to medical devices, as applicable, related to the manufacture of the
Products, and will make such records available to Den-Mat upon reasonable
advance request for review and audit.  As soon as practical after the
date of this Agreement, Remedent shall obtain, and shall thereafter maintain,
the certifications set forth on Schedule 8.7, and
shall provide such evidence of such certifications as Den-Mat may from time to
time reasonably request.
  8.8            Inspection and Oversight by
Den-Mat. At any
time and from time to time, Den-Mat shall have the right to send one or more of
its authorized representatives to inspect, during regular business hours, the
manufacturing and warehouse facilities of Remedent used to manufacture, package
and store Products.  Upon the request of Den-Mat, employees of Den-Mat
shall be provided with access to the facility in [***] operated by Soca Networks
Pte. Ltd., and at each other facility of Remedent as Den-Mat may from time to
time request, to facilitate quality control and inspection of Products prior to
shipment, and Remedent will provide such employees with office space, furniture
and communications / computer facilities sufficient for them to achieve such
purposes, at Den-Mat’s sole cost and expense.  As reasonably as
practical after the commencement of the Guaranty Period, Den-Mat shall commence
quality control inspections in the [***] facility.
  8.9            Inspection and Oversight by
Remedent. At any
time and from time to time, Remedent shall have the right to send one or more of
its authorized representatives to inspect, during regular business hours, the
manufacturing and warehouse facilities of Den-Mat used to manufacture, package
and store Products.
  9.              Enforcement
of Rights.
  9.1            Distribution
Agreements. From and
after the Effective Date, Remedent shall use its best efforts to enforce each
distribution agreement related to any of the Products in the Excluded Markets
and in the China Market to the fullest extent provided therein, except in each
case, with the prior written consent of Den-Mat.  Without limitation
to the preceding sentence, Remedent shall not agree to or acquiesce in any
amendment, waiver or forbearance of any provision of any such distribution
agreement, grant any extension of any such distribution agreement or fail to
enforce any right of termination arising from a breach thereof, without, in each
case, the prior written consent of Den-Mat.  During the Exclusivity
Period, without the prior written consent of Den-Mat, Remedent shall not enter
into any new distribution agreements, whether with an existing distributor or a
new distributor, with respect to any of the Products or which would preclude the
sale of Products by Den-Mat.
  18
  9.2            
Intellectual
Property.
  9.2.1              From
and after the date of this Agreement, Remedent, at its sole discretion, in
addition to its obligations under Section 3.5.1, shall
maintain all of its Intellectual Property related to the Products and enforce
all of its rights to protect against any infringing or unauthorized use of such
Intellectual Property by any Person, except in each case, with the prior written
consent of Den-Mat.  Without limitation to the preceding sentence, (a)
Remedent shall, at its sole discretion, pay all renewal and maintenance fees on
their trademarks, patents and other Intellectual Property related to the
Products, (b) Remedent shall not acquiesce in any infringement by any Person of
such Intellectual Property, nor shall it waive or forbear the exercise of its
rights with respect to any such infringement, without, in each case, the prior
written consent of Den-Mat and (c) Remedent shall not agree to or acquiesce in
any amendment, waiver or forbearance of any provision of any license or other
grant by it of any interest in any such Intellectual Property or fail to enforce
any right of termination arising from a breach thereof, without, in each case,
obtaining the prior written consent of Den-Mat.  In the event Remedent
fails to take any such action reasonably requested by Den-Mat referred to in
this Section
9.2.1, Den-Mat may take such action, and Remedent hereby authorizes
Den-Mat to take any such action in its name.  If Remedent requests the
assistance of Den-Mat in connection with the taking of any actions by Remedent
under this Section
9.2.1, then Den-Mat shall be entitled to recoup its fees and expenses
related thereto either from any recovery obtained by Remedent (after Remedent
has recouped its own costs and expenses related thereto) or by off-set against
its payment obligations to Remedent under this Agreement.  In
addition, if Den-Mat commences an action in accordance with this Section 9.2.1
involving the commencement or threatened commencement of an action involving an
infringement of the Intellectual Property of Remedent related to the Products,
and Den-Mat is successful on such claims, then the amount payable by the
infringing party shall be applied: first, to pay any fees and expenses incurred
by Den-Mat in connection with such action, next to pay any fees and expenses
incurred by Remedent in connection with such action at the request of Den-Mat
and, finally, any excess shall be allocated [***] to Den-Mat and [***] to
Remedent.
  9.2.2              Remedent
agrees that, during the Exclusivity Period, in no case, under bankruptcy or
otherwise, shall it assign or license any of the Intellectual Property related
to the Products or dispose of any interest therein to a Person who is a direct
competitor of Den-Mat or to any successor or assign of any such Person; provided, however, Remedent may
license such Intellectual Property to any distributor of the Products as of the
Effective Date for use in the B2C Market as defined in this Agreement, the
Excluded Markets and the China Market if such license does not breach any other
provision of this Agreement.
  9.2.3              Remedent
acknowledges that this Agreement is an executory contract that would be subject
to the provisions of section 365(n) of the U.S. Bankruptcy Code if in the future
an involuntary or voluntary proceeding shall have been instituted in a court
having jurisdiction seeking a decree or order for relief in respect of Remedent
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Remedent or for any
substantial part of its property, or for the winding-up or liquidation of its
affairs, and further acknowledges that failure to perform continuing obligations
under this Agreement would constitute material breach of this
Agreement.  Remedent believes that the royalty payments set forth in
this Agreement are distinct from and separate from payments made in this
Agreement for other services.  Remedent agrees that Den-Mat may assume
or retain the licenses granted under this Agreement if any such proceeding has
been instituted, regardless of whether the underlying license is interpreted to
prohibit or restrict assignment in any manner, provided that Den-Mat continues
to timely make the royalty payments under this Agreement.
  19
  10.     
        Training and Support; Delivery
of Customer Information.
  10.1            Manuals and
Information. As
promptly as practical after execution and delivery of this Agreement, Remedent
shall deliver to Den-Mat information, materials, manuals and other technical
documents of Remedent sufficient to enable Den-Mat to manufacture, market,
distribute, license and sell Products contemplated by this
Agreement.
  10.2            Manufacturing. Remedent
shall dedicate sufficient resources, at its own expense, to train Den-Mat and
its employees in connection with GlamSmile Technology and Processes, the
manufacturing of Products and the establishment of manufacturing facilities for
the Products.  Schedule 10.2 sets
forth the time and scope of the services to be provided by Remedent. Any
training with respect to manufacturing beyond the term and scope set forth in
Schedule 10.2
(or, for the avoidance of doubt, Schedule 10.3) shall
be at Den-Mat’s expense.
  10.3            Marketing and Sales
Assistance.
  10.3.1              If
Remedent is contacted by any Person seeking to acquire Products in the
Territory, Remedent shall refer such sales lead promptly to
Den-Mat.
  10.3.2              In
addition, Remedent shall provide such commercial and technical assistance to
Den-Mat, as Den-Mat may reasonably request in connection with the marketing,
distribution and sale by Den-Mat of Products under this
Agreement.  Remedent shall train the appropriate employees of Den-Mat
in marketing the Products.  At least one (1) time during each calendar
year during the Guaranty Period, qualified employees of Remedent shall meet with
representatives of Den-Mat, at Remedent’s expense and at such location as
Den-Mat may designate, to assist in technical training, sales and/or important
customer meetings.  In addition, Remedent shall use all commercially
reasonable efforts to cause the individuals specified on Schedule 10.3.2 to
provide sales and marketing training, education of Den-Mat’s sales and marketing
force and customers and other services related to sales and marketing as Den-Mat
may reasonably request from the Effective Date through at least January 1, 2009,
at no cost or expense to Den-Mat.  If any of such persons ceases to be
an employee of or consultant to Glamtech-USA, Inc. or Remedent during such
period, Remedent shall use its commercially reasonable efforts to cause a
replacement for such individual, as Remedent and Den-Mat may agree, to provide
such services to Den-Mat.  Any training and support with respect to
marketing and sales assistance and training beyond the scope set forth in this
Section 10.3.2
(or, for the avoidance of doubt, Section 10.2) shall
be at Den-Mat’s expense.
  20
  10.3.3              Remedent
shall develop and implement a marketing program with respect to the Products and
the commencement of Den-Mat’s distribution of the Products in the Territory,
which program shall be subject to the prior approval of Den-Mat, such consent
not to be unreasonably withheld.  Such marketing program shall be
consistent with, and Remedent shall make all payments as and when due in
accordance with, the budget and timeline set forth in Schedule 10.3.3,
subject to such modifications as Remedent and Den-Mat may mutually
agree.  No provision of this Section 10.3.3 shall
require Remedent to make expenditures in excess of [***] with respect to the
marketing program for Products and the commencement of Den-Mat's distribution of
the Products in the Territory.Remedent
shall consult with Den-Mat and give due consideration to Den-Mat's views
regarding such marketing program from time to time as Den-Mat may reasonably
request.
  10.4            Customer
Information. On the
Effective Date, Remedent shall deliver to Den-Mat a list of all of its customers
for Products in the Territory and all related records of such customers, a list
of all open orders and a list of all active customer activities unless, and then
only to the extent, prohibited by applicable law.  Similarly on each
date an Excluded Market or the China Market becomes part of the Territory under
this Agreement, Remedent shall deliver to Den-Mat a list of all of its customers
for Products in the Excluded Market or the China Market, as the case may be,
that is becoming part of the Territory and all related records of such
customers, a list of all open orders and a list of all active customer
activities unless, and then only to the extent (a) prohibited by applicable law
or (b) prohibited by confidentiality obligations in the related distribution
agreement.  All such open orders will become orders of Den-Mat, for
which Den-Mat will assume collection obligations and for which a royalty (if
any) will be payable to Remedent pursuant to Section
6.
  10.5            Executive
Support. At least
once per calendar quarter Nicholas Teti and Stephen Ziskind of Den-Mat and Guy
De Vreese of Remedent, or the successors to their respective positions, shall
meet in a mutually agreed upon location to discuss business and marketing issues
related to the Products and the relationship between Remedent and
Den-Mat.
  10.6            Advertising. Remedent
shall not mail, publish or broadcast any advertisement or other promotional
materials related to the Products unless either: (a) such advertisement or other
promotional materials are mailed, published and broadcast solely within one or
more territories in which Den-Mat does not have sole and exclusive distribution
rights with respect to the Products (and it is not expected that such
advertisement or other promotional materials will be redistributed outside of
such territories) or (b) Den-Mat has given its prior written approval to such
advertisement or other promotion; provided, however, Remedent or
its distributors or subcontractors shall have a right to mail, publish, or
broadcast any advertisement or other promotional materials in the Excluded
Markets and in the China Market (including the right to promote the product via
the world wide web).  Remedent shall cooperate with Den-Mat, at
Remedent’s own expense and in such manner as Den-Mat may reasonably request, to
either (a) continue to maintain the GlamSmile web site and to make such changes
therein as Den-Mat may from time to time request or (b) transfer to Den-Mat all
of Remedent’s right, title and interest in and to such web site and the right to
maintain and modify such web site.
  10.7            Regulatory
Matters. Den-Mat
shall be responsible for obtaining all regulatory approvals required for it to
act as a distributor of the Products in each jurisdiction where the nature of
its activities requires such approval to be obtained.  Remedent shall
be responsible for obtaining all regulatory approval required for it to
manufacture the Products in each jurisdiction where such approval is required to
be obtained.  Each of Remedent and Den-Mat shall provide to the other,
upon reasonable request, materials in their respective possession and access to
their respective employees, in each case that the requesting Party reasonably
determines to be relevant to any regulatory approval sought or required to be
obtained by it with respect to the manufacture, distribution, marketing or sale
of the Products.
  21
  11.             Change
of Control.
  11.1            Option to Receive Exit
Fee. If a
Change of Control of Den-Mat is consummated prior to the end of the Exclusivity
Period, Den-Mat or the Person acquiring control of Den-Mat will give notice to
Remedent, promptly (and in any event within thirty (30) days) after the
occurrence of such Change of Control (a “Change of Control
Notice”), which Change of Control Notice shall state a Change of Control
has occurred, state the amount of the Exit Fee that would be payable in
connection with such Change of Control, if any, and further state whether
Den-Mat (or such Person) desires to terminate the Agreement.  If such
Change of Control Notice does not state Den-Mat (or such Person) desires to
terminate this Agreement, then within fifteen (15) days after receipt of the
Change of Control Notice, Remedent shall deliver a notice to Den-Mat either (a)
electing to receive an exit fee (the “Exit Fee”) as
described in this Section 11.1 or (b)
electing to continue this Agreement in accordance with its other
terms.  If Remedent does not notify Den-Mat that Remedent elects to
receive the Exit Fee during such fifteen (15) day period, Remedent shall be
deemed to have waived its right to receive the Exit Fee.  If Remedent
delivers a notice to Den-Mat during such fifteen (15) day period that it elects
to receive the Exit Fee, then Den-Mat shall pay the Exit Fee to Remedent as
provided in Section
11.2.  The provisions of this Section 11 will only
apply to the first Change of Control consummated after the Effective
Date.  If the Change of Control Notice states that Den-Mat (or such
Person) desires to terminate this Agreement, such notice shall be deemed a
notice of termination pursuant to Sections 13.3 and
7.5.1., but
shall not relieve Den-Mat of its financial obligations to make the minimum
payments it is required to make to Remedent during any unexpired Guaranty
Period.
  11.2            Calculation of Exit
Fee.
  11.2.1              Subject
to Section
11.2.3, if a Change of Control is consummated during the Guaranty Period
and on or before the second anniversary of the commencement of the Guaranty
Period, the Exit Fee shall equal [***].
  11.2.2              Subject
to Section
11.2.3, if a Change of Control is consummated after the second
anniversary of the commencement of the Guaranty Period and prior to the
termination of the Exclusivity Period, the Exit Fee shall equal
[***].
  11.2.3                 If
a Change of Control is pursuant to clause (i) or (ii) of the
definition of a Change of Control and  involves less than all of the
ownership interests of DLJ Merchant Banking Partners and its Affiliates, the
Exit Fee calculated pursuant to Section 11.2.1or
11.2.2, as the
case may be, shall be reduced by multiplying the amount calculated pursuant to
Section 11.2.1
or 11.2.2, as
the case may be, by the fraction whose numerator is the percentage of the
ownership interests of DLJ Merchant Banking Partners and its Affiliates being
transferred in such Change of Control and whose denominator is one hundred
percent (100%).
  22
  11.2.4              If
Remedent delivers a notice electing to receive an Exit Fee pursuant to Section 11.1, such
Exit Fee shall be payable by Den-Mat within ten (10) Business Days after receipt
of such notice from Remedent.  The Exit Fee shall be paid to Remedent,
at the option of Den-Mat, either in cash or in the same form or forms of
consideration as Den-Mat or its equity holders received in such Change of
Control transaction (and if Den-Mat elects this option and more than one form of
consideration was received by Den-Mat or its equity holders in such Change of
Control transaction, the Exit Fee shall be paid to Remedent in such forms of
consideration in the same relative proportion as was paid to Den-Mat or its
equity holders).
  11.3            Effect of Payment of Exit
Fee.
  11.3.1              Royalties
Terminate.  If the Exit Fee is paid to Remedent, (a) the
obligation to pay amounts to Remedent pursuant to Section 6.3 or 6.4 shall terminate
effective as of the effective date of such Change of Control, (b) the price per
Unit/Tooth pursuant to Section 7.1.4 shall
be reduced by [***] per Unit/Tooth effective as of the date of such Change of
Control and (c) the amount of any payments from Den-Mat to Remedent pursuant to
Section 6.3 or
6.4 made after
the effective date of such Change of Control and [***] per Unit/Tooth purchased
by Den-Mat pursuant to Section 7.1 after the
effective date of such Change of Control shall either be offset against the
payment by Den-Mat of the Exit Fee or directly refunded by Remedent to Den-Mat
concurrently with payment of the Exit Fee.  Payment of the Exit Fee,
however, shall not terminate the Guaranty Period.
  11.3.2                 Royalty-Free
License.  If the Person or Persons who acquire control of
Den-Mat in the Change of Control transaction with respect to which the Exit Fee
is paid desire to manufacture, market, distribute, license and sell the Products
other than through Den-Mat and its sublicenses and subcontractors, Remedent
shall grant to Den-Mat or to such Person or Persons, as the case may be, a
royalty-free license equivalent to those granted in Sections 2, 3 and 4 of this Agreement
(reflecting no payments pursuant to Sections 6.3 and
6.4 and a
reduction in the price per Unit/Tooth under Section 7.1.4 of
[***] per Unit/Tooth) in exchange for the Exit Fee, except for purchases
pursuant to Section
7.1.3, which shall be at mutually agreed upon prices.
  12.             Payment
Terms, Taxes and Audits.
  12.1            Payment.
  All
payments due under this Agreement to Remedent shall be made by bank wire
transfer in immediately available funds to the account of Remedent designated on
Schedule 12.1
or such other account designated by notice from Remedent to Den-Mat from time to
time.  All payments hereunder shall be in the legal currency of the
United States of America, and all references to “$” or “Dollars” shall refer to
United States dollars.  If any currency conversion shall be required
in connection with the calculation of amounts payable hereunder, such conversion
shall be made in a manner consistent with Den-Mat’s normal practices used to
prepare its audited financial statements for external reporting purposes; provided that such
practices use a widely accepted source of published exchange
rates.  Any payment under this Agreement shall be due on such date as
specified in this Agreement and, in the event that such date is not a Business
Day, then the next succeeding Business Day.
  12.2            Taxes.
  12.2.1              Den-Mat.  Den-Mat
shall be responsible for all taxes, duties, tariffs and/or license fees (“Taxes”)  imposed
with respect to (a) the Products after title and possession transfer to Den-Mat,
(b) Den-Mat’s marketing, distribution and sales of Products and (c) Den-Mat’s
performance of its obligations under this Agreement, and Den-Mat shall pay all
such Taxes in accordance with the regulations of any applicable taxing authority
and applicable law
  23
  12.2.2              Remedent.  Remedent
shall be responsible for all Taxes imposed upon it with respect to (a) the
Products and related raw materials before title and possession transfer to
Den-Mat, (b) Remedent’s manufacture and sale of Products and (c) Remedent’s
performance of its obligations under this Agreement, and Remedent shall pay all
such Taxes for which it is responsible in accordance with the regulations of any
applicable taxing authority and applicable law.
  12.3            Audit
Rights.
  12.3.1              Audit by
Remedent.  Upon not less than sixty (60) days’ prior written
notice to Den-Mat, Remedent shall have the right, at its expense, to have an
internationally recognized independent public accounting firm which is
reasonably acceptable to Den-Mat examine during normal business hours the books
and records of Den-Mat and its Affiliates to the extent necessary to verify the
accuracy of any amount paid to Remedent under this Agreement; provided, however, that (a)
such examinations shall not be conducted more frequently than annually, (b) no
such examination may be of a period previously examined and (c) such firm
executes and delivers to Den-Mat and its Affiliates prior to any such
examination a written agreement in form and substance reasonably acceptable to
Den-Mat pursuant to which such firm agrees to disclose to Remedent only the
final results of such examination and not the information (including resale
price lists and actual resale prices), books, records, workpapers or materials
used to determine such final results. Den-Mat shall retain its books and records
necessary to verify such royalty amounts for a period of not less than three (3)
years.  Any examination of Den-Mat’s books, records and royalty
calculations under this Section 12.3 shall be
at Remedent’s expense; provided, however, that if it
is determined that the payment of royalties by Den-Mat with respect to any
period reviewed by Remedent is understated by [***] or more, Den-Mat shall
reimburse to Remedent the costs of such examination.
  12.3.2              Audit by
Den-Mat.  Upon not less than sixty (60) days’ prior written
notice to Remedent, Den-Mat shall have the right, at its expense, to have an
internationally recognized independent public accounting firm which is
reasonably acceptable to Remedent examine during normal business hours the books
and records of Remedent and its Affiliates to the extent necessary to verify the
accuracy of any amount paid to Den-Mat under this Agreement; provided, however, that (a)
such examinations shall not be conducted more frequently than annually, (b) no
such examination may be of a period previously examined and (c) such firm
executes and delivers to Remedent and its Affiliates prior to any such
examination a written agreement in form and substance reasonably acceptable to
Remedent pursuant to which such firm agrees to disclose to Den-Mat only the
final results of such examination and not the information (including resale
price lists and actual resale prices), books, records, workpapers or materials
used to determine such final results. Remedent shall retain its books and
records necessary to verify such royalty amounts for a period of not less than
three (3) years.  Any examination of Remedent’s books, records and
royalty calculations under this Section 12.3 shall be
at Den-Mat’s expense; provided, however, that if it
is determined that the payment of royalties by Remedent with respect to any
period reviewed by Den-Mat is understated by [***] or more, Remedent shall
reimburse to Den-Mat the costs of such examination.
  24
  13.             Term
and Termination.
  13.1            Term. This
Agreement shall remain in effect unless and until terminated as set forth in
this Section
13.
  13.2            Termination for
Cause.
  13.2.1              By
Remedent.  This Agreement may be terminated by Remedent: (a) at
any time upon thirty (30) days’ prior written notice to Den-Mat in the event
Den-Mat materially breaches any of its obligations under this Agreement and
fails to cure such breach within such thirty (30) day period (or ten (10) days
for an undisputed payment obligation); (b) immediately upon notice of
termination to Den-Mat if an involuntary or voluntary proceeding shall have been
instituted in a court having jurisdiction seeking a decree or order for relief
in respect of Den-Mat under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or for the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
Den-Mat, or for any substantial part of its property, or for the winding-up or
liquidation of its affairs, or Den-Mat fails generally to pay its debts as they
become due, or takes any corporate action in furtherance of any of the
foregoing; or (c) immediately upon notice of termination to Den-Mat if Den-Mat
breaches its payment obligation under Section
6.1.1.
  13.2.2              By
Den-Mat.  This Agreement may be terminated by Den-Mat: (a) at
any time upon thirty (30) days’ prior written notice to Remedent (subject to
reduction under the circumstances described in Section 19.3) in the
event of Remedent  materially breaches any of its obligations under
this Agreement and fails to cure such breach within such thirty (30) day period;
(b) immediately upon notice of termination delivered to Remedent if an
involuntary or voluntary proceeding shall have been instituted in a court having
jurisdiction seeking a decree or order for relief in respect of Remedent under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or for the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Remedent, or for any substantial
part of its property, or for the winding-up or liquidation of its affairs, or
Remedent fails generally to pay its debts as they become due, or takes any
corporate action in furtherance of any of the foregoing, (c) immediately upon
notice of termination to Remedent if the Guaranty Period does not commence on or
before April 1, 2009, (d) immediately upon notice of termination to Remedent if
(i) during any two (2) contiguous thirty (30) day periods or (ii) in any three
(3) non-overlapping thirty (30) day periods in a period of 365 days, in each
case after the commencement of the Guaranty Period, more the [***] of Products
ordered by Den-Mat from Remedent in such thirty (30) day period are not
delivered to Den-Mat or the proper recipient thereof within the delivery periods
required by Section
8.1 (and for purposes of clarity, a Non-Conforming Product shall be
deemed not to have been delivered) or (e) immediately upon notice of termination
to Remedent if at any time after the commencement of the Guaranty Period
Remedent fails to deliver, or cause to be delivered, within thirty (30) days
after an order for Product is delivered to Remedent or Soca Networks Pte. Ltd.,
the Product so ordered (and for purposes of this clause (e), a
Non-Conforming Product shall be deemed not to have been delivered (except that
with respect to any Non-Conforming Product only, such thirty (30) day period
shall be extended by a number of days equal to the number of days, if any, that
(A) the period between the delivery date by Remedent or Soca Networks Pte. Ltd.
and the date Remedent or Soca Networks Pte. Ltd. is notified the product
delivered is a Non-Conforming Product exceeds (B) seven (7)
days)).  As an alternative to any such termination of this Agreement
upon the occurrence of any of the events described above in this Section 13.2, upon
the occurrence of such event Den-Mat may deliver a notice that it is terminating
only its required purchase obligations and Remedent’s required supply
obligations under Section 7, and
thereafter this Agreement shall continue until terminated in accordance with its
terms except all such purchase and supply obligations shall be treated as having
been satisfied without the requirement for further action by the
Parties.
  25
  13.3             Termination for
Convenience. Den-Mat
may terminate this Agreement, in its discretion, concurrently with its
termination of the Guaranty Period pursuant to Section 7.5.1 if
Den-Mat’s notice of termination of the Guaranty Period states it is also
electing to terminate this Agreement.  After the end of the Guaranty
Period, either Party may terminate this Agreement, in its discretion, for any
reason upon not less than sixty (60) days’ prior written notice to the other
Party, which notice shall state the effective date of such
termination.  Such notice may be delivered before the end of the
Guaranty Period by Den-Mat, but if delivered before the end of the Guaranty
Period, such termination shall become effective upon the latest of (a) the date
sixty (60) days after delivery of such notice to Remedent, (b) the date of
termination set forth in such notice and (c) the end of the Guaranty
Period.
  13.4             Sell-Off
Period. Upon the
expiration of this Agreement pursuant to Section 13.3 or Section 19 or
termination of this Agreement by Den-Mat in accordance with Section 13.2.2 (but
not upon a termination by Remedent in accordance with Section 13.2.1),
Den-Mat shall be permitted to consummate sales in process (including the
manufacture and sale to complete open orders), and make sales of Products in
transit or in its inventory as of the date of expiration or termination for the
duration of the Sell-Off Period.  Upon the conclusion of the Sell-Off
Period, Den-Mat shall promptly, but in no event later than fifteen (15) days
after the end of the Sell-Off Period, return to Remedent all unsold Products and
Remedent shall acquire such Products from Den-Mat at Den-Mat’s cost for such
Products.  If Remedent terminates this Agreement in accordance with
Section 13.2.1,
it may request an inventory count from Den-Mat and access for a physical
inspection of the Products, and Den-Mat will provide such access and inventory
count promptly (and in any event within ten (10) Business Days) after receiving
such request.  Within ten (10) Business Days after receiving such
inventory count, Remedent shall deliver a notice to Den-Mat electing either to
permit Den-Mat to continue to sell Products during the Sell-Off Period or
electing to acquire all such Products then held by Den-Mat at Den-Mat’s
cost.  If Remedent exercises the Sell-Off option, then upon conclusion
of the Sell-Off Period Den-Mat shall promptly, and in no event later than
fifteen (15) days after the end of the Sell-Off Period, return to Remedent all
unsold Products manufactured by Remedent and Remedent shall acquire such
Products from Den-Mat at Den-Mat’s cost.
  13.5             Survival. The
provisions of Sections
1, 12.2,
12.3, 13.4, 13.5, 17, 18 and 20 shall survive any
termination of this Agreement, and termination of this Agreement shall not
release any Party from liability to the other Parties for any breach of this
Agreement occurring or arising prior to such termination.
  26
  14.         
    Representations and Warranties.
  14.1            Representations and
Warranties of Remedent. As
of the Effective Date, Remedent represents and warrants to Den-Mat as follows:
  14.1.1              Organization.  Remedent
Nevada is a duly organized corporation, validly existing and in good standing
under the laws of the State of Nevada and has the corporate power and authority
to conduct its business as it is currently conducted by it and to own, operate
and lease its assets.  Remedent Belgium is a duly organized
corporation, validly existing and in good standing under the laws of Belgium and
has the corporate power and authority to conduct its business as it is currently
conducted by it and to own, operate and lease its assets.  Each of
Remedent Nevada and Remedent Belgium is duly licensed or qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
in which it is required to be so licensed or qualified, except where the failure
to be so qualified would not have a material adverse effect on Remedent Nevada,
Remedent Belgium, their respective businesses or their collective ability to
fulfill their obligations under this Agreement.
  14.1.2              Authorization.  Each
of Remedent Nevada and Remedent Belgium has all required power and authority to
enter into this Agreement and the other agreements, documents and instruments
contemplated by this Agreement to which it will be a party (collectively,
the “Remedent
Transaction Documents”), to perform their respective obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby, including the appointments and grants set forth in this
Agreement.  The execution and delivery of this Agreement and the other
Remedent Transaction Documents to which either Remedent Nevada or Remedent
Belgium is a party and the consummation of the transactions contemplated hereby
and thereby have been duly authorized by directors and, to the extent required
by applicable law or otherwise, by stockholders entitled to vote thereon of
Remedent Nevada or Remedent Belgium, as applicable, and no other corporate
action or approval by Remedent Nevada or Remedent Belgium, as applicable, is
necessary for the execution, delivery or performance of this Agreement or such
other Remedent Transaction Documents by Remedent Nevada or Remedent Belgium, as
applicable.  This Agreement has been, and each of the other Remedent
Transaction Documents to which Remedent Nevada or Remedent Belgium is a party
will be when executed and delivered in accordance with the terms and conditions
hereof, duly executed and delivered by Remedent Nevada or Remedent Belgium, as
applicable, and this Agreement is, and each of the other Remedent Transaction
Documents to which Remedent Nevada or Remedent Belgium, as applicable, is a
party will be when executed and delivered in accordance with the terms and
conditions hereof, a valid and binding obligation of Remedent Nevada or Remedent
Belgium, as applicable, enforceable against Remedent Nevada or Remedent Belgium,
as the case may be, in accordance with each of its terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws, now or hereafter in effect, relating to or
limiting creditors’ rights generally and (ii) general principles of equity
(whether considered in an action in equity or at law).
  27
  14.1.3              Compliance with
Laws.  Neither Remedent Nevada nor Remedent Belgium is in
violation of any applicable Lawwhich
would reasonably be expected to have a material adverse impact on its business,
its assets or its ability to fulfill its obligations under this
Agreement.  Neither Remedent Nevada nor Remedent Belgium has received
any written or, to the Knowledge of Remedent, oral notice from any Governmental
Authority to the effect that either Remedent Nevada or Remedent Belgium is not
in compliance with any applicable Law.  To the Knowledge of Remedent,
no investigation, review or other Proceeding by any Governmental Authority with
respect to either of Remedent Nevada or Remedent Belgium in relation to any
actual or alleged violation of Law is pending or, to the Knowledge of Remedent,
threatened, nor has either Remedent Nevada or Remedent Belgium received any
written or, to the Knowledge of Remedent, oral notice from any Governmental
Authority indicating an intention to conduct any such investigation, review or
other Proceeding.  None of Remedent Nevada, Remedent Belgium, any of
their respective assets or properties, or any of their respective directors,
officers or stockholders in their capacities as such, is a party to any consent
decree, Order or similar restriction that restricts the conduct of business by
Remedent Nevada or Remedent Belgium or which would otherwise reasonably be
expected to have a material adverse impact on the ability of Remedent Nevada or
Remedent Belgium to conduct their respective businesses.
  14.1.4                 No Conflicts;
Consents.  Neither the execution and delivery of this Agreement
or the other Remedent Transaction Documents by Remedent Nevada or Remedent
Belgium, nor the consummation by them of the transactions contemplated hereby
and thereby, nor the fulfillment by Remedent Nevada and Remedent Belgium of any
of the terms and conditions hereof and thereof will: (a) violate any applicable
Law or any Order applicable to Remedent Nevada or Remedent Belgium or any of
their respective assets or properties; or (b) conflict with, violate, result in
a breach of, constitute a default under or create an event that, with or without
the giving of notice or the lapse of time or both, will result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or result in the loss of a benefit, or require any notice under any
agreement, contract, lease, license, permit, instrument or other arrangement to
which it is a party or by which it is bound or to which any of its assets is
subject (or result in the imposition of any lien upon any of its
assets).  No notice to or consent of or with any Governmental
Authority, or other Person, is required to be obtained by Remedent Belgium or
Remedent Nevada in connection with its execution and delivery of this Agreement
or the performance of its obligations hereunder.
  14.1.5              Capitalization;
Subsidiaries.  The authorized capital stock of Remedent Nevada
consists of fifty million (50,000,000) shares of common stock, par value $0.001
per share (the “Common
Stock”), of which an aggregate of eighteen million, nine hundred
ninety-five thousand, nine hundred sixty-nine (18,995,969) shares are issued and
outstanding, and ten million (10,000,000) shares of preferred stock, par value
$0.001 per share, of which none are issued and outstanding.  All of
the issued and outstanding shares of capital stock of Remedent Nevada have been
duly authorized and validly issued and are fully paid and nonassessable and none
of them were issued in violation of any pre-emptive rights, rights of first
offer or first refusal or similar rights, or in violation of the Securities Act
or any other applicable securities law.  Except as set forth on Schedule 14.1.5,
there are no outstanding options, warrants or other rights of any kind to
acquire (including securities exercisable or exchangeable for or convertible
into) any shares of capital stock of Remedent Nevada or securities convertible
into or exchangeable or exercisable for any shares of capital stock of Remedent
Nevada created by or on behalf of Remedent Nevada, and Schedule 14.1.5 sets
forth the exercise, conversion or exchange price of each of the foregoing.The issue of the Warrant
under this Agreement and the issue of any securities in connection with the
acquisition of Glamtech-USA, Inc.by Remedent, pursuant to
the Rescission Agreement between Remedent Nevada, Remedent Belgium and
Glamtech-USA, Inc. and the Stock Purchase Agreements between Remedent Nevada and
each of Doug Cox and Kourosh Tahmasebi, respectively,will not result in any
adjustment to any such exercise, conversion or exchange
price.  Remedent Belgium is a wholly-owned subsidiary of Remedent
Nevada.  Except as set forth on Schedule 14.1.5,
Remedent Nevada has no direct or indirect subsidiaries, and Remedent Nevada does
not own any capital stock of, or other equity interests in, any other
Person.
  28
  14.1.6              Remedent Intellectual
Property.  Schedule 14.1.6 lists
each patent, registered trademark, design mark, service mark and trade name,
registered copyright and domain name, and each application for any of the
foregoing, that is included among the Intellectual Property  owned by
or licensed to Remedent related to the Products.  Except as set forth
in Schedule
14.1.6, (a) Remedent has all right, title and interest in and to the
Intellectual Property related to the Products owned by it, free and clear of all
liens or other encumbrances; (b) there is no claim or notice of infringement of
the Intellectual Property rights of any other Person pending or threatened in
writing within the two (2) year period preceding the date hereof, against
Remedent relating to the operation of Remedent’s business; (c) each material
item of Intellectual Property related to the Products owned by Remedent is
valid, subsisting, in full force and effect, has not been abandoned or passed
into public domain, and all necessary registration, maintenance and renewal
documentation and fees in connection with such Intellectual Property of Remedent
have been timely filed with the appropriate authorities and paid; (d) to the
Knowledge of Remedent, each material item of Intellectual Property related to
the Products licensed to and used by Remedent is valid, subsisting, in full
force and effect, has not been abandoned or passed into public domain, and all
necessary registration, maintenance and renewal documentation and fees in
connection with such Intellectual Property used by Remedent have been timely
filed with appropriate authorities and paid; (e) to the Knowledge of Remedent,
no Person is infringing or misappropriating the Intellectual Property of
Remedent except for such infringements or misappropriations that would not
reasonably be likely to have, individually or in the aggregate, a material
adverse effect on Remedent, its business or its ability to fulfill its
obligations under this Agreement; (f) no present or former employee of Remedent
has any proprietary, financial or other interest, direct or indirect, in any
material item of the Intellectual Property of Remedent; and (g) Remedent has
taken reasonable precautions to protect trade secrets constituting material
Intellectual Property owned or used by Remedent, including the execution of
appropriate agreements.  Use by Remedent of the Intellectual Property
owned or licensed by Remedent does not infringe, misappropriate or violate any
Intellectual Property rights of any Person.
  14.1.7              Affiliate
Transactions.  Except as set forth on Schedule 14.1.7 or on
Remedent Nevada’s Form 10-KSB for the fiscal year ended March 31, 2008, no
director or officer of Remedent, nor any member of any such person’s immediate
family nor any Affiliate of Remedent is a party to any transaction with
Remedent, including any contract: (a) providing for the furnishing of services
to or by, (b) providing for the rental of real or personal property to or from,
or (c) otherwise requiring payments to or from any such Person or any Person in
which any such Person has an interest as an equity holder, director, officer,
limited liability company manager or managing director (or functional
equivalents of the foregoing), trustee, member or partner.  No assets
or properties (whether tangible or intangible) of any of such Person is used by
Remedent in the conduct of its business.
  29
  14.1.8              Significant
Contracts. Schedule 14.1.8
contains a list of all contracts, agreements, indentures, notes, bonds, loans,
instruments, leases, conditional sales contracts, mortgages, licenses, franchise
agreements or undertakings, commitments or arrangements to which Remedent is a
party and that are material to the operation of Remedent’s business, as a whole,
which grant any distribution rights related to any of the Products, the Remedent
Veneer Products or the Other Potential Products or which grant any Person any
interest in the Intellectual Property of Remedent or any of its Affiliates
related to the Products (collectively, the “Significant
Contracts”).  True, correct and complete copies of the
Significant Contracts have been made available to Den-Mat or its agents or
representatives.  Except as set forth in Schedule 14.1.8: (a)
each Significant Contract is in full force and effect; (b) each Significant
Contract is a valid and binding obligation of Remedent thereto, enforceable
against Remedent and, to the Knowledge of Remedent, the other parties thereto,
in accordance with its terms and (c) no condition exists or event has occurred
which, with notice or lapse of time or both, would constitute a material breach,
violation or default by Remedent under any such Significant Contract, or, to the
Knowledge of Remedent, any other party thereto, or give Remedent or, to the
Knowledge of Remedent, any other party thereto, the right to exercise a remedy
under, or to accelerate the maturity or performance of, or to terminate or
modify, any Significant Contract.
  14.1.9              Permits.  Schedule 14.1.9 sets
forth an accurate and complete list of all material Permits reasonably necessary
for the operation of Remedent’s business (collectively, the “Remedent
Permits”).  Each of the Remedent Permits is in full force and
effect in all material respects, and Remedent is not in violation of any of the
terms, conditions and requirements of the Remedent Permits, except for such
violations that would not reasonably be expected to, individually or in the
aggregate, have a material adverse effect on Remedent, its business or its
ability to fulfill its obligations under this Agreement.  Copies of
all of the Remedent Permits have been made available to Den-Mat, which copies
are complete and accurate (in all material respects).  There is no
Proceeding pending or, to the Knowledge of Remedent, threatened that: (a)
questions or contests the validity of, or seeks the revocation, nonrenewal or
suspension of, any Remedent Permit or (b) seeks the imposition of any material
condition, administrative sanction, modification or amendment with respect to
any Remedent Permit.  No consents under any Remedent Permit are
required to be obtained in connection with the consummation of the transactions
contemplated by this Agreement.
  14.1.10            Litigation.  Except
as set forth in Schedule 14.1.10,
there is no Proceeding pending or, to the Knowledge of Remedent, threatened in
writing against Remedent that would reasonably be likely to have, individually
or in the aggregate, a material adverse effect on Remedent, its business or its
ability to fulfill its obligations under this Agreement.  Except as
set forth in Schedule
14.1.10, Remedent is not subject to any unsatisfied Order entered in any
Proceeding.
  14.1.11            Labor
Matters.  Except as disclosed in Schedule 14.1.11: (a)
Remedent is not a party to any collective bargaining agreement; (b) there are no
strikes, work stoppages, slowdowns or lockouts pending or, to the Knowledge of
Remedent, threatened in writing, which involve the employees of Remedent; (c)
there are no arbitrations or grievances pending against Remedent; (d) to the
Knowledge of Remedent, there is no organizing activity involving the employees
of Remedent pending or threatened in writing by any labor union or group of
employees; and (e) there are no unfair labor practice charges, grievances or
complaints pending or, to the Knowledge of Remedent, threatened against Remedent
by or on behalf of any employee of Remedent.
  30
  14.1.12            Product
Liability.  There are no existing or threatened product
liability or other similar claims against either of Remedent Nevada or Remedent
Belgium for products or services of Remedent Nevada or Remedent
Belgium.  Neither Remedent Nevada nor Remedent Belgium has received
any statements, citations, decisions or orders by any Governmental Authority
stating that any Product manufactured, sold, shipped, designed, marketed,
distributed or otherwise introduced into the stream of commerce at any time by
either or both of Remedent Nevada and Remedent Belgium is defective or unsafe or
fails to meet any standards promulgated by any such Governmental
Authority.  To the Knowledge of Remedent, there are no material latent
or overt design, manufacturing or other defects in any Product.  All
Products sold by Remedent in its business comply in all material respects with
all industry and trade association standards and legal requirements, if any,
applicable to such Products, including consumer product, manufacturing,
labeling, quality and safety laws of the United States and each state in which
the Products are sold and each other jurisdiction (including foreign
jurisdictions) in which the Products are sold.
  14.1.13            Insurance.  Remedent
maintains adequate policies of insurance to provide coverage to either or both
of Remedent Nevada and Remedent Belgium, their assets and their businesses, and
all such policies (a) are currently valid, outstanding and enforceable, (b)
provide adequate coverage for the business and assets of Remedent; and (c) are
sufficient for compliance with all applicable Laws and Significant Contracts;
and neither Remedent Nevada nor Remedent Belgium has received any written, or to
the Knowledge of Remedent, oral notice of cancellation, termination, non-renewal
or reduction in or refusal of coverage under any policy of insurance within the
past three (3) years or other indication that any insurance policy is no longer
in full force and effect or will not be renewed and no material dispute with any
insurance carrier exists with respect to the scope of any insurance
coverage.
  14.1.14            SEC
Filings.  Since March 31, 2008, Remedent Nevada has filed all
reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of the Exchange Act
(all of the foregoing filed prior to the date hereof and after March 31, 2008,
and all exhibits included therein and financial statements and schedules thereto
and documents incorporated by reference therein, being hereinafter referred to
as the “SEC
Documents”).  As of their respective dates, the SEC Documents
complied with the requirements of the Exchange Act or the Securities Act, as the
case may be, and the rules and regulations of the SEC promulgated thereunder
applicable to Remedent Nevada, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.
  14.1.15            Disclosure.  No
representation, statement, or information provided by or on behalf of either of
Remedent Nevada or Remedent Belgium, which is contained in this Agreement, any
of the schedules to this Agreement or any of the other Remedent Transaction
Documents, contains or will contain any untrue statement of a material fact or
omits or will omit a material fact necessary to make the information contained
therein not misleading.
  31
  For
purposes of this Section 14, it shall
be assumed that the acquisition of Glamtech-USA, Inc.by Remedent, pursuant to
the Rescission Agreement between Remedent Nevada, Remedent Belgium and
Glamtech-USA, Inc. and the Stock Purchase Agreements between Remedent Nevada and
each of Doug Cox and Kourosh Tahmasebi, respectively,has been consummated in
accordance with the terms set forth in such agreements.
  14.2           Representations and
Warranties of Den-Mat. As
of the Effective Date, Den-Mat represents and warrants to Remedent as
follows:
  14.2.1         Organization.  Den-Mat
is a duly organized limited liability company, validly existing and in good
standing under the laws of the State of Delaware, and has the limited liability
company power and authority to conduct its business as it is currently conducted
by it and to own, operate and lease its assets.  Den-Mat is duly
licensed or qualified to do business as a foreign limit liability company and is
in good standing (to the extent such concept is applicable to it) in each
jurisdiction in which it is required to be so licensed or qualified, except
where the failure to be so qualified would not have a material adverse effect on
Den-Mat, its business or its ability to fulfill its obligations under this
Agreement.
  14.2.2         Authorization.  Den-Mat
has all required power and authority to enter into this Agreement and the other
agreements, documents and instruments contemplated by this Agreement to which it
will be a party (collectively, the “Den-Mat Transaction
Documents”), to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby.  The
execution and delivery of this Agreement and the other Den-Mat Transaction
Documents to which Den-Mat is a party and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by the managers and
members of Den-Mat entitled to vote thereon, and no other limited liability
company action or approval by Den-Mat is necessary for the execution, delivery
or performance of this Agreement or such other Den-Mat Transaction Documents by
Den-Mat.  This Agreement has been, and each of the other Den-Mat
Transaction Documents to which Den-Mat is a party will be when executed and
delivered in accordance with the terms and conditions hereof, duly executed and
delivered by Den-Mat, and this Agreement is, and each of the other Den-Mat
Transaction Documents to which Den-Mat is a party will be when executed and
delivered in accordance with the terms and conditions hereof, a valid and
binding obligation of Den-Mat, enforceable against it accordance with each of
its terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws, now or hereafter
in effect, relating to or limiting creditors’ rights generally and (ii) general
principles of equity (whether considered in an action in equity or at
law).
  14.2.3         Compliance with
Laws.  Den-Mat is not in violation of any applicable Lawwhich
would reasonably be expected to have a material adverse impact on its business,
its assets or its ability to fulfill its obligations under this
Agreement.  Den-Mat has not received any written or, to the Knowledge
of Den-Mat, oral notice from any Governmental Authority to the effect that
Den-Mat is not in compliance with any applicable Law.  To the
Knowledge of Den-Mat, no investigation, review or other Proceeding by any
Governmental Authority with respect to Den-Mat in relation to any actual or
alleged violation of Law is pending or, to the Knowledge of Den-Mat, threatened,
nor has Den-Mat received any written or, to the Knowledge of Den-Mat, oral
notice from any Governmental Authority indicating an intention to conduct any
such investigation, review or other Proceeding.  None of Den-Mat, any
of its assets or properties, or any of its directors, officers or stockholders
in their capacities as such, is a party to any consent decree, Order or similar
restriction that restricts the conduct of business by Den-Mat or which would
otherwise reasonably be expected to have a material adverse impact on the
ability of Den-Mat to conduct its business.
  32
  14.2.4         No Conflicts;
Consents.  Neither the execution and delivery of this Agreement
or the other Den-Mat Transaction Documents by Den-Mat, nor the consummation by
Den-Mat of the transactions contemplated hereby and thereby, nor the fulfillment
by Den-Mat of any of the terms and conditions hereof and thereof will: (a)
violate any applicable Law or any Order applicable to Den-Mat or any of its
assets or properties; or (b) conflict with, violate, result in a breach of,
constitute a default under or create an event that, with or without the giving
of notice or the lapse of time or both, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or result in
the loss of a benefit, or require any notice under any agreement, contract,
lease, license, permit, instrument, or other arrangement to which it is a party
or by which it is bound or to which any of its assets is subject (or, except as
permitted by Section
20.4, result in the imposition of any lien upon any of its
assets).  No notice to or consent of or with any Governmental
Authority, or other Person, is required to be obtained by Den-Mat in connection
with Den-Mat’s execution and delivery of this Agreement or the performance of
its obligations hereunder, excluding notices given and consents obtained prior
to the date of this Agreement.
  14.2.5         Litigation.  There
is no Proceeding pending or, to the Knowledge of Den-Mat, threatened in writing
against Den-Mat that would reasonably be likely to have, individually or in the
aggregate, a material adverse effect on Den-Mat, its business or its ability to
fulfill its obligations under this Agreement.  Den-Mat is not subject
to any unsatisfied Order entered in any Proceeding.
  14.2.6         Insurance.  Den-Mat
maintains adequate policies of insurance to provide coverage to it, its assets
and its business, and all such policies (a) are currently valid, outstanding and
enforceable, (b) provide adequate coverage for the business and assets of
Den-Mat and (c) are sufficient for compliance with all applicable Laws; and
Den-Mat has not received any written, or to the Knowledge of Den-Mat, oral
notice of cancellation, termination, non-renewal or reduction in or refusal of
coverage under any policy of insurance within the past three (3) years or other
indication that any insurance policy is no longer in full force and effect or
will not be renewed and no material dispute with any insurance carrier exists
with respect to the scope of any insurance coverage.
  14.2.7         Labor
Matters.  (a) Den-Mat is not a party to any collective
bargaining agreement; (b) there are no strikes, work stoppages, slowdowns or
lockouts pending or, to the Knowledge of Den-Mat, threatened in writing, which
involve the employees of Den-Mat; (c) there are no arbitrations or grievances
pending against Den-Mat; (d) to the Knowledge of Den-Mat, there is no organizing
activity involving the employees of Den-Mat pending or threatened in writing by
any labor union or group of employees; and (e) there are no unfair labor
practice charges, grievances or complaints pending or, to the Knowledge of
Den-Mat, threatened against Den-Mat by or on behalf of any employee of
Den-Mat.
  33
  14.2.8         Securities Act
Representations.  Den-Mat is an “accredited investor” as that
term is defined under the Securities Act.  Den-Mat will acquire the
Warrants for investment and not with a view to the sale or distributionthereof or the granting
of any participation therein, and Den-Mat has no present intention of
distributing or selling to others any of such Warrants and the shares issuable
upon exercise thereof or granting any participation therein.  Den-Mat
is aware of the limited provisions for transferability of the Warrants and the
shares issuable upon exercise thereof.  Den-Mat has no need for
liquidity in this investment, can afford a complete loss of the investment in
the Warrants and can afford to hold the investment in the Warrants for an
indefinite period of time.  Den-Mat acknowledges the Warrants will
bear a restrictive legend.
  15.              Closing. The
closing under this Agreement (the “Closing”) will take
place: (a) at the offices of Kelley Drye & Warren LLP, located at 101 Park
Avenue, New York, New York 10178, (b) at 10:00 a.m. (New York time) on August
24, 2008 (the “Closing
Date”).
  16.              Closing
Conditions.
  16.1            Conditions to the Obligation
of Remedent. The
obligation of Remedent to consummate the transactions contemplated by this
Agreement in connection with the Closing shall be subject to the satisfaction by
Den-Mat or waiver by Remedent on or prior to the Closing Date of each of the
following conditions (unless waived by Remedent in writing):
  16.1.1         The
representations and warranties of Den-Mat contained in Section 14.2shall be
true and correct in all respects (if qualified by materiality) and shall be true
and correct in all material respects (if not qualified by materiality), as if
made at and as of the Closing.
  16.1.2         Den-Mat
shall have duly performed and complied in all material respects with all
covenants and agreements contained herein required to be performed or complied
with by Den-Mat at or before the Closing.
  16.1.3         Den-Mat
shall have taken such actions as are reasonably necessary to cause each of
Evelyne Jacquemyns and Cyrus Tahmesebi to be appointed as members of the
advisory board of Den-Mat as of the Effective Date.
  16.2            Conditions to the Obligation
of Den-Mat. The
obligation of Den-Mat to consummate the transactions contemplated by this
Agreement in connection with the Closing shall be subject to the satisfaction by
Remedent on or prior to the Closing Date of each of the following conditions
(unless waived by Den-Mat in writing):
  16.2.1         The
representations and warranties of Remedent contained in Section 14.1 shall be
true and correct in all respects (if qualified by materiality) and shall be true
and correct in all material respects (if not qualified by materiality), as if
made at and as of the Closing.
  16.2.2         Remedent
shall have duly performed and complied in all material respects with all
covenants and agreements contained herein required to be performed or complied
with by Remedent at or before the Closing.
  16.2.3         Remedent
shall have delivered to Den-Mat an opinion, dated the Closing Date, of Bullivant
Houser Bailey PC substantially in the form attached as Exhibit
B.
  34
  16.2.4         Remedent
shall have delivered to Den-Mat executed copies of the following: (a) a
Non-Competition Agreement duly executed by Guy De Vreese substantially in the
form attached as Exhibit C hereto (the
“De Vreese
Non-Competition Agreement”) and (b) a Non-Competition Agreement duly
executed by Evelyne Jacquemyns substantially in the form attached as Exhibit
D  hereto (the “Jacquemyns Non-Competition
Agreement”).
  16.2.5         Remedent
Nevada shall have issued to Den-Mat warrants to purchase up to Three Million,
Three Hundred Seventy-Eight Thousand, Three Hundred Seventy-Nine (3,378,379)
shares of Remedent Nevada’s common stock at an exercise price of $1.48 per
share, pursuant to a Warrant substantially in the form attached
as  Exhibit
E (the “Warrant”) and shall
have executed and delivered to Den-Mat a Registration Rights Agreement
substantially in the form attached as  Exhibit
F.
  16.2.6         On
or prior to the Effective Date, Remedent shall terminate all existing
distribution rights held by other Persons with respect to the Products in the
Territory.
  17.              Confidentiality.
  17.1             Confidential Information of
Den-Mat. All
Confidential Information with respect to Den-Mat and its Affiliates that is
disclosed to Remedent by Den-Mat, its Affiliates or representatives, whether in
physical or intangible form, and all Confidential Information regarding Den-Mat
of which Remedent becomes aware in connection with its performance of
manufacturing and other services on behalf of Den-Mat in connection with this
Agreement, shall be held as confidential by Remedent.  Such
information shall at all times remain the property of Den-Mat and Den-Mat shall
own and retain all right, title and interest therein and
thereto.  Remedent shall hold all Confidential Information in
confidence, using the same degree of care to prevent unauthorized disclosure or
access that it uses with its own confidential information of similar type, and
shall not disclose such Confidential Information to others, allow others to
access it, or use it in any way, commercially or otherwise, except in direct
furtherance of this Agreement.  Remedent may disclose Confidential
Information to its employees and its attorneys, accountants and other
confidential advisors with a need to know such Confidential Information in
connection with this Agreement; provided, however, that all
such employees and advisors are bound by obligations to maintain the
confidentiality of the Confidential Information at least as protective as those
set forth in this Agreement.  Except as set forth herein, nothing in
this Agreement shall be construed as conveying any other right or license
(implied or otherwise) to Remedent in such Den-Mat Confidential
Information.
  17.1.1         Permitted
Disclosure.  If Remedent is compelled to disclose all or any
part of any Confidential Information by any Governmental Authority, it shall, to
the extent practicable and subject to applicable laws, first give prompt written
notice of such request to Den-Mat to enable Den-Mat to seek a protective order
or take other appropriate measures to prevent or modify the disclosure, and
shall, at Den-Mat’s expense, cooperate in such efforts.
  17.1.2         Exclusions.  Confidential
Information with respect to Den-Mat and its Affiliates shall not include
information if and to the extent Remedent can demonstrate such information: (a)
is or becomes known to the public other than by disclosure by Remedent in
violation of this Agreement; (b) was known to Remedent before disclosure
hereunder, without a duty of confidentiality; (c) was independently developed by
Remedent outside of this Agreement and without reference to or use of any
Confidential Information of Den-Mat; or (d) was rightfully obtained by Remedent
from a third party without a duty of confidentiality in favor of
Den-Mat.
  35
  17.1.3         Return of Confidential
Information.  Upon the termination of this Agreement, Remedent
shall promptly return to Den-Mat all Confidential Information with respect to
Den-Mat and its Affiliates and all copies, summaries, excerpts and abstracts
thereof then in its possession.  Notwithstanding the foregoing,
Remedent may keep one copy of any document requested to be returned or destroyed
in the files of its legal department or outside counsel for record purposes only
and for purposes of ensuring compliance with the terms of this
Agreement.
  17.1.4         Injunctive
Relief.  Remedent acknowledges and agrees that in the event of
any breach or threatened breach of its obligations hereunder with respect to
Confidential Information, damages will not be an adequate remedy and Den-Mat
shall be entitled to obtain injunctive relief, without having to post a bond or
other security.
  17.2             Confidential Information of
Remedent. All
Confidential Information with respect to Remedent and its Affiliates that is
disclosed to Den-Mat by Remedent, its Affiliates or representatives, whether in
physical or tangible form, and all Confidential Information regarding Remedent
of which Den-Mat becomes aware in connection with its performance of this
Agreement shall be held as confidential by Den-Mat.  Such Confidential
Information shall at all times remain the property of Remedent and Remedent
shall own and retain all right, title and interest therein and thereto, except
for the interests granted to Den-Mat as part of the license contemplated by this
Agreement.  Den-Mat shall hold all Confidential Information in
confidence, using the same degree of care to prevent unauthorized disclosure or
access that it uses with its own confidential information of similar type, and
shall not disclose such Confidential Information to others, allow others to
access it, or use it in any way, commercially or otherwise, except in direct
furtherance of this Agreement.  Den-Mat may disclose the Remedent
Confidential Information to its employees and its attorneys, accountants,
financing sources and other confidential advisors with a need to know such
Confidential Information in connection with this Agreement or their
representation of Den-Mat generally; provided, however, that all
such employees and advisors are bound by obligations to maintain the
confidentiality of such Confidential Information at least as protective as those
set forth in this Agreement.  Except as set forth herein, nothing in
this Agreement shall be construed as conveying any other right or license
(implied or otherwise) to Den-Mat in such Remedent Confidential
Information.
  17.2.1         Permitted
Disclosure.  If Den-Mat is compelled to disclose all or any
part of any Remedent Confidential Information by any Governmental Authority, it
shall, to the extent practicable and subject to applicable laws, first give
prompt written notice of such request to Remedent to enable Remedent to seek a
protective order or take other appropriate measures to prevent or modify the
disclosure, and shall, at Remedent’s expense, cooperate in such
efforts.
  36
  17.2.2         Exclusions.  Confidential
Information with respect to Remedent and its Affiliates shall not include
information if and to the extent Den-Mat can demonstrate such information: (a)
is or becomes known to the public other than by disclosure by Den-Mat in
violation of this Agreement; (b) was known to Den-Mat before disclosure
hereunder, without a duty of confidentiality; (c) was independently developed by
Den-Mat outside of this Agreement and without reference to or use of any
Confidential Information of Remedent; or (d) was rightfully obtained by Den-Mat
from a third party without a duty of confidentiality.  Den-Mat may
also use and disclose Confidential Information of Remedent to the extent such
information is otherwise permitted to be used or disclosed by Den-Mat pursuant
to other provisions of this Agreement, including to sub-distributors and
subcontractors who agree to maintain the confidentiality thereof on terms
comparable to those set forth in this Section
17.
  17.2.3         Return of Confidential
Information.  Upon the termination of this Agreement, Den-Mat
shall promptly return to Remedent all Confidential Information with respect to
Remedent and its Affiliates and all copies, summaries, excerpts and abstracts
thereof then in its possession.  Notwithstanding the foregoing,
Den-Mat may keep one copy of any document requested to be returned or destroyed
in the files of its legal department or outside counsel for record purposes only
and for purposes of ensuring compliance with the terms of this
Agreement.
  17.2.4         Injunctive
Relief.  Den-Mat acknowledges and agrees that in the event of
any breach or threatened breach of its obligations hereunder with respect to
Confidential Information, damages will not be an adequate remedy and Remedent
shall be entitled to obtain injunctive relief, without having to post a bond or
other security.
  18.              Indemnification.
  18.1             Indemnification by Den-Mat. Den-Mat
shall defend, indemnify and hold harmless Remedent and its Affiliates and its
and their respective officers, directors, members, managers, employees, agents
and representatives from and against any and all claims, judgments, damages,
liabilities, actions, demands, costs, expenses or losses, including reasonable
attorneys’ fees and costs (collectively, “Liabilities”), to the
extent resulting from, arising out of, or in connection with, an act or omission
of Den-Mat in connection with performance of its obligations under this
Agreement and the other Den-Mat Transaction Documents, or the breach of any
representation, warranty or covenant made by Den-Mat in this Agreement or any of
the other Den-Mat Transaction Documents.
  18.2             Indemnification by Remedent. Remedent
shall defend, indemnify and hold harmless Den-Mat and its Affiliates and its and
their respective officers, directors, members, managers, employees, agents and
representatives from and against any and all Liabilities, to the extent
resulting from, arising out of, or in connection with any act or omission by
Remedent in connection with performance of its obligations under this Agreement
and the other Remedent Transaction Documents, or the breach of any
representation, warranty or covenant made by Remedent in this Agreement or any
of the other Remedent Transaction Documents.
  37
  18.3             IP
Indemnity. Remedent
shall indemnify Den-Mat and its Affiliates and its and their respective
officers, directors, members, managers, employees, agents and representatives
from and against any and all Liabilities, to the extent resulting from, arising
out of, or in connection with any infringement or alleged infringement of the
Products, the Intellectual Property of Remedent, or any use or application
thereof upon any Intellectual Property of any Person.  If the
manufacture, distribution, marketing, licensing, sale or use of any Product or
Intellectual Property, as contemplated by this Agreement, is enjoined as a
result of any Intellectual Property claim or judgment, then Remedent, in
addition to its other obligations under this Agreement, shall, at its option,
(i) obtain for Den-Mat, at Remedent’s expense, any license required for Den-Mat
to manufacture, market, distribute, license and sell the Products as
contemplated by this Agreement, or (ii) redesign the infringing item or items to
be non-infringing, while maintaining the original function thereof or (iii)
replace the infringing item or items with an equivalent, non-infringing item
approved by Den-Mat.
  18.4             Indemnification Procedures. A Party
seeking indemnification under this Section 18 for itself
or any of its Affiliates or any of its or their respective officers, directors,
members, managers, employees, agents and representatives (collectively in this
capacity, the “Indemnified Party”)
shall promptly notify the Party from whom indemnification is sought (in this
capacity, the “Indemnitor”) of any
Liability in respect of which such Indemnified Party intends to claim
indemnification; provided, however, that the
failure to so notify the Indemnitor shall not affect the Indemnified Party’s
rights to indemnification hereunder except to the extent that the Indemnitor is
materially prejudiced by such failure.  With respect to any
Liabilities that relate to a third party claim, the Indemnified Party shall
permit the Indemnitor to control the defense of any such Liabilities; provided, however, if the
Indemnified Party reasonably determines that the joint representation of the
Indemnified Party and the Indemnitor by a single counsel would result in a
conflict of interest arising out of the joint representation by counsel selected
by the Indemnitor of the interests of the Indemnitor and the Indemnified Party,
the Indemnitor shall be entitled to engage separate counsel to represent the
Indemnified Party (at the Indemnitor’s sole cost and expense) and, if the
Indemnitor fails to do so, the Indemnitor shall not be entitled to assume the
Indemnified Party’s defense of such Liability.  If the Indemnitor
assumes the defense of any Liability, the Indemnitor shall consult with the
Indemnified Party for the purpose of allowing the Indemnified Party to
participate in such defense, but in such case the legal expenses of the
Indemnified Party incurred as a result of such participation shall be paid by
the Indemnified Party.  With respect to any Proceeding for which the
Indemnitor has assumed the defense of an Indemnified Party, the Indemnitor shall
promptly inform the applicable Indemnified Party of all material developments
related thereto, including copying such Indemnified Party on all pleadings,
filings and other correspondence relating thereto.  If the Indemnitor
fails to assume and defend a Liability or if, after commencing or undertaking
any such defense, the Indemnitor fails to prosecute such Liability, the
Indemnified Party shall have the right to undertake the defense or settlement
thereof.  With respect to any Liabilities that relate to a third party
claim, the Indemnified Party shall have the right to settle such Liabilities,
provided the Indemnified Party consents in writing to such settlement, which
consent shall not be unreasonably withheld.
  38
  19.              Force
Majeure Events.
  19.1             No
Liability. No
Party shall be liable for its failure to perform its obligations under this
Agreement to the extent that such performance is made impracticable due to any
occurrence beyond its reasonable control, including, without limitation: acts of
God; fires; floods; wars; sabotage; labor disputes or shortages; governmental
laws, ordinances, rules, regulations, standards or decrees, whether valid or
invalid (including, but not limited to, those related to priorities,
requisitions and allocations); inability to obtain raw material, equipment or
transportation; and any other similar occurrences (any such occurrence, a “Force Majeure
Event”). The Parties acknowledge and agree that this Section 19 will not
be applicable to any payment obligations of either party.  During a
Force Majeure Event that results in Remedent being unable to supply Products to
Den-Mat as provided in this Agreement, the purchase obligations of Den-Mat in
each Contract Year will be reduced pro rata based on the number of days in such
Force Majeure Event divided by 365, and the Contract Year or Contract Period, as
the case may be, in which such Force Majeure Event occurs will not be
extended.
  19.2             Notification. If
a Party fails to perform its obligations under this Agreement as a result of a
Force Majeure Event, such Party shall immediately give written notice to the
other Parties of such Force Majeure Event, which notice shall include a summary
of the occurrence, a reasonably detailed description of the impact on such Party
and, if available, a non-binding estimate of how long such Force Majeure Event
will prevent such Party from fulfilling its obligations under this Agreement.
The affected Party shall use all reasonable efforts to remedy such occurrence or
failure to comply with its obligations under this Agreement with all reasonable
dispatch.  Subject to Section 19.1 and
19.3 to the
extent required by any Force Majeure Event, the performance by each Party of its
obligations under this Agreement shall be suspended during the continuance of
such Force Majeure Event (but for no longer period), and the time periods for
the performance by a Party of its obligations, or the exercise of its rights,
under this Agreement shall be extended for a period of time equal to the
duration of such Force Majeure Event and this Agreement shall otherwise remain
unaffected.  Notwithstanding the foregoing, if at any time during the
term of this Agreement a Force Majeure Event is remedied or such compliance is
achieved, such Party shall promptly notify the other Parties and any such
suspension shall end.
  19.3             Termination. If
a Force Majeure Event prevents Remedent from fulfilling its obligations under
this Agreement for a period of sixty (60) days or more, Den-Mat shall have the
right at any time thereafter during the term of this Agreement to terminate this
Agreement without liability to Remedent effective immediately upon notice of
termination to Remedent.  The right set forth in this Section 19.3 shall be
in addition to, and shall not be exclusive of or prejudicial to, any other
rights, powers or remedies Den-Mat may have under this Agreement, at law, in
equity or otherwise on account of the non-performance (or threatened or
anticipated non-performance) by Remedent of any of its obligations under this
Agreement.  The exercise of such right by Den-Mat shall not under any
circumstance be deemed to constitute or operate as a waiver of Den-Mat’s right
to require Remedent to fully perform, or a release of Remedent from, its
obligations under this Agreement.  As an alternative to any such
termination of this Agreement pursuant to this Section 19.3, in lieu
of a notice of termination Den-Mat may deliver a notice that it is terminating
only its required purchase obligations and Remedent’s required supply
obligations under Section 7 through the
scheduled end of the Guaranty Period then in effect (or, if such notice is
delivered after the third Contract Period, the scheduled end of the Contract
Period then in effect), and thereafter this Agreement shall continue until
terminated in accordance with its terms except all such purchase and supply
obligations shall be treated as having been satisfied through the scheduled end
of the Guaranty Period then in effect (or, if such notice is delivered after the
third (3rd)
Contract Period, the scheduled end of the Contract Period then in effect)
without the requirement for further action by the Parties.
  39
  20.         
      Miscellaneous.
  20.1             Expenses. Except
as otherwise specifically provided for in this Agreement, each Party shall bear
its expenses, costs and fees (including attorneys’, auditors’ and financing
fees, if any) incurred in connection with the transactions contemplated hereby,
including the preparation, execution and delivery of this Agreement and
compliance herewith.
  20.2             Further
Actions. Subject
to the terms and conditions of this Agreement, each Party shall execute and
deliver such certificates and other documents and take such actions as may
reasonably be requested by any other Party in order to effect the transactions
contemplated by this Agreement.
  20.3             Notices. All
notices, requests, demands, waivers and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given if: (a) delivered personally;
(b) mailed, using certified or registered mail with postage prepaid; or
(c) sent by next-day or overnight mail or delivery using an internationally
recognized overnight courier service, as follows:
  To
      Remedent Nevada or
                    Remedent
      Belgium:
                  Remedent,
      Inc. or Remedent, N.V.
                    Xavier
      De Cocklaan
                    42,9831
                    Deurle,
      Belgium
                    Attn:
      Guy De Vreesewith
      a copy (which shall not
                    constitute
      notice) sent to:
                  Bullivant
      Houser Bailey PC
                    1415
      L Street, Suite 1000
                    Sacramento,
      California  95814
                    Attn:  Scott
      E. Bartel
 
 To
      Den-Mat:
                  Den-Mat
      Holdings, LLC
                    2727
      Skyway Drive
                    Santa
      Maria, California 93455
                    Attn:  Chief
      Executive Officerwith
      a copy (which shall not
                    constitute
      notice) sent to:
                  Kelley
      Drye & Warren LLP
                    400
      Atlantic Street, 13th
      Floor
                    Stamford,
      Connecticut 06901
                    Attn:
      John T. Capetta
  or, in
each case, at such other address as may be specified in writing to the other
Parties in accordance with this Section
20.3.
  40
  All such
notices, requests, demands, waivers and other communications shall be deemed to
have been received: (a) if by personal delivery, on the day of such
delivery; (b) if by certified or registered mail, on the third (3rd)
Business Day after the mailing thereof; or (c) if by next-day or overnight
mail or delivery, on the day delivered.
  20.4     Binding Effect;
Assignment. This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns.  Remedent shall not
assign this Agreement either in whole or in part without the prior written
consent of Den-Mat, provided, however, that
Remedent shall have the right to assign this Agreement either in whole or in
part to Affiliates of Remedent, to any successor to all or substantially all of
Remedent’s business and in connection with a collateral assignment to lenders,
provided that, in each instance, the assignee shall have acknowledged in writing
the existence of this Agreement and Den-Mat’s rights
hereunder.   Den-Mat shall not assign this Agreement either in
whole or in part without the prior written consent of Remedent; provided, however, that Den-Mat
shall have the right to assign this Agreement either in whole or in part to
Affiliates of Den-Mat, to any successor to all or substantially all of Den-Mat’s
business and in connection with a collateral assignment to
lenders.  Any attempted assignment or delegation in violation of this
Section 20.4
will be void.  Except as expressly set forth in Section 17, nothing
in this Agreement, expressed or implied, is intended or shall be construed to
confer upon any Person, other than the Parties and the successors and assigns
permitted by this Section 20.4, any
right, remedy or claim under or by reason of this Agreement.
  20.5     Amendment;
Waiver. No
amendment, modification or discharge of this Agreement, and no waiver hereunder,
shall be valid or binding unless set forth in writing and duly executed by the
Party or Parties against whom enforcement of the amendment, modification,
discharge or waiver is sought; provided, however, that if
Den-Mat is the Party against whom enforcement of any amendment, modification,
discharge or waiver is sought, such amendment, modification, discharge or waiver
will only  be valid and binding if duly approved by the board of
managers of Den-Mat.  Any such waiver shall constitute a waiver only
with respect to the specific matter described in such writing and shall in no
way impair the rights of the Party or Parties granting such waiver in any other
respect or at any other time.  The waiver by any of the Parties of a
breach of or a default under any of the provisions of this Agreement or a
failure to or delay in exercising any right or privilege hereunder, shall not be
construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any of such provisions, rights or privileges
hereunder.  The rights and remedies herein provided are cumulative and
none is exclusive of any other, or of any rights or remedies that any Party may
otherwise have at law or in equity.  Notwithstanding the foregoing,
any amendment pursuant to Sections 2.3.3, 2.5.1 and 3.4.1 shall be
implemented as provided therein.
  20.6     Entire
Agreement. This
Agreement (including the Exhibits and Schedules referred to herein or delivered
hereunder) and the agreements expressly contemplated to be executed and
delivered by the Parties pursuant to this Agreement constitute the entire
agreement between the Parties with respect to the subject matter hereof and
supersedes all contemporaneous oral agreements and all prior oral and written
quotations, communications, agreements, understandings of the Parties (including
the letter of intent, dated June 9, 2008, between Den-Mat and Remedent, as
amended, the Original Agreement, and the Mutual Non-Disclosure and
Confidentiality Agreement, dated April, 2008, by and among Remedent, Den-Mat and
GlamTech-USA Inc.), and written or oral representations of any Party with
respect to the subject matter of this Agreement.
  41
  20.7     Severability. If any
provision of this Agreement shall be held or declared to be invalid or
unenforceable, such invalid or unenforceable provision shall not affect any
other provision of this Agreement, and the remainder of this Agreement, and each
Party’s obligations hereunder, shall continue in full force and effect as though
such provision had not been contained in this Agreement and, if permitted under
applicable rules of instruction and interpretation, such provision shall be
reformed to the extent necessary to render such provision valid and enforceable
and to reflect the intent of the Parties to the maximum extent possible under
applicable law.
  20.8     Headings. The
headings contained in this Agreement are for reference purposes only and shall
not in any way affect the meaning or interpretation of this
Agreement.
  20.9     Counterparts. This
Agreement may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the Parties and delivered to the other
Parties, regardless of whether all of the Parties have executed the same
counterpart.  Counterparts may be delivered via facsimile, electronic
mail (including pdf) or other transmission method and any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.
  20.10   Governing
Law. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW RULE THAT WOULD CAUSE THE
APPLICATION OR THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE
STATE OF NEW YORK TO THE RIGHTS AND DUTIES OF THE PARTIES.
  20.11       
  Consent to
Jurisdiction.
  20.11.1        EACH
OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTIES AND ASSETS, TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN THE STATE
OF NEW YORK IN THE COUNTY OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT THEREFROM (COLLECTIVELY,
THE “NEW YORK
COURTS”), IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT RELATING THERETO, AND EACH OF THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH PROCEEDING SHALL
BE HEARD AND DETERMINED IN THE NEW YORK COURTS.  EACH OF THE PARTIES
AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.
  42
  20.11.2      EACH
OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT
MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY OF THE
NEW  YORK COURTS.  EACH OF THE PARTIES IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH PROCEEDING IN ANY OF THE NEW YORK COURTS.
  20.12      
   Waiver of Punitive and Other
Damages and Jury Trial.
  20.12.1      THE
PARTIES TO THIS AGREEMENT EXPRESSLY WAIVE AND FORGO ANY RIGHT TO RECOVER
PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES IN ANY ARBITRATION, LAWSUIT, LITIGATION
OR PROCEEDING ARISING OUT OF OR RESULTING FROM ANY CONTROVERSY OR CLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
  20.12.2      EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE,
TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, IT HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  20.12.3      EACH
PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF THE
FOREGOING WAIVERS, (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF SUCH WAIVERS, (c) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (d) IT HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION20.12.3.
  20.13     No Waiver;
Remedies. No
Party shall by any act (except by written instrument pursuant to Section 20.5), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default in or breach of any of the terms
and conditions of this Agreement.  No failure to exercise, nor any
delay in exercising on the part of any Party, any right, power or privilege
hereunder shall operate as a waiver thereof.  No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.
  43
  20.14     No Limitation on Competitive
Activities. Nothing
in this Agreement shall, or shall be construed to, limit in any way Den-Mat’s
right and ability to manufacture, market, distribute, license and sell any other
products or services in the Territory, regardless of whether such other products
or services compete with the Products.
  20.15     No Partnership or Joint
Venture. Nothing
in this Agreement shall be construed as (a) giving any Party any rights as a
partner in or owner of the business of the other Parties, (b) entitling a Party
to control in any manner the conduct of the other Parties’ business, or (c)
making any Party a joint venturer, joint employer, principal, agent, or employee
of the other Parties.  Except as expressly set forth in this Agreement
or in any of the agreement or instruments contemplated hereby, no Party shall
have, nor shall it represent itself as having, the power to make any contracts
or commitments in the name of or binding upon any of the other
Parties.
  20.16     Jointly Drafted; Review by
Counsel. The
Parties have participated in the negotiation and drafting of this Agreement and
have had the opportunity to review the Agreement with counsel of their
choosing.  In the event an ambiguity or question of intent or
interpretation arises, no presumption or burden of proof will arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement.
  20.17     Specific
Performance. Each of
the Parties acknowledges and agrees that, in the event of any breach of this
Agreement, the non-breaching Party would be irreparably and immediately harmed
and could not be made whole by monetary damages.  It is accordingly
agreed that the Parties (a) shall be entitled, in addition to any other remedy
to which they may be entitled at law or in equity, to compel specific
performance of this Agreement; and (b) shall waive, in any action for specific
performance, the defense of the adequacy of a remedy at law.
  20.18     Interpretation. The
language used in this Agreement shall be deemed to be the language chosen by the
Parties to express their mutual intent and no rule of strict construction shall
be applied against any Party.  Unless otherwise expressly specified in
this Agreement: (a) the words “hereof”, “hereby” and “hereunder,” and
correlative words, refer to this Agreement as a whole and not any particular
provision; (b) the words “include”, “includes” and “including”, and
correlative words, are deemed to be followed by the phrase “without limitation”;
(c) the word “or” is not exclusive
and is deemed to have the meaning “and/or”; (d) words
using the singular or plural number shall also include the plural or singular
number, respectively; (e) the masculine, feminine or neuter form of a word
includes the other forms of such word and the singular form of a word includes
the plural form of such word; (f) references to a Person shall include the
permitted successors and assigns thereof; (g) references made in this Agreement
to an Article, Section, Schedule or Exhibit mean an Article or Section of, or a
Schedule or Exhibit to, this Agreement; and (h) all consents and approvals are
in the sole discretion of the Party requested to give such consent or approval,
unless otherwise expressly provided.
  20.19     Mitigation. Each
Party shall take commercially reasonable efforts to mitigate its damages in the
event of a breach of this Agreement by the other Party.
  [remainder
of page intentionally left blank; signature page follows]
  44
  IN
WITNESS WHEREOF, Remedent Nevada, Remedent Belgium and Den-Mat, by their
respective authorized representatives set forth below, have signed this
Agreement as of the Effective Date.
  REMEDENT,
      INC.
                                  “Remedent
      Nevada”
                                
                                REMEDENT,
      N.V.
                                  “Remedent
      Belgium”By:
                                
                                
                                By:Name:
                                
                                
                                Name:Title:
                                
                                
                                Title:
 
 DEN-MAT
      HOLDINGS, LLC
                                    “Den-Mat”By:Name:Title:
  45
  Schedule
1
  Definitions
  (a)         “Affiliate” shall
mean, with respect to an entity, any Person that, directly or indirectly,
through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, that entity.
  (b)         “B2C Market” shall
mean the market for GlamSmile Product sold directly to consumers through retail
locations.
  (c)          “B2C Market Licensee”
shall mean any licensee of GlamSmile Product appointed by Remedent in the B2C
Market.
  (d)          “Business Day” shall
mean any day other than a Saturday, Sunday or any other day on which commercial
banks in New York are authorized or required by law to remain
closed.
  (e)           “Change of Control”
shall mean any: (i) merger, reorganization, consolidation or other business
combination that results in DLJ Merchant Banking Partners or its Affiliates
transferring a majority of their collective equity interests in Den-Mat to any
Person (independently or together with any Affiliates of such Person) other than
other Affiliates of DLJ Merchant Banking Partners, (ii) sale of all or
substantially all of the assets of Den-Mat to any Person (independently or
together with any Affiliates of such Person) other than DLJ Merchant Banking
Partners or its Affiliates or (iii) sale by DLJ Merchant Banking Partners and
its Affiliates of a majority of their outstanding membership interests in
Den-Mat to any Person (independently or together with any Affiliates of such
Person) other than other Affiliates of DLJ Merchant Banking
Partners.
  (f)            “Confidential
Information” of any Person shall mean all confidential or proprietary
information of such Person, including financial statements, customer and
supplier lists, reports, marketing studies, and business plans and forecasts,
whether written, oral, or in electronic or other form and whether prepared by
such Person, its Affiliates or its representatives.
  (g)           “Contract Period”
shall have the meaning set forth in Section 7.1.1.
  (h)           “Contract Year” shall
mean the twelve (12) month period commencing on the first day of the Guaranty
Period and on each subsequent anniversary of such date, in each case during
which the Guaranty Period is in effect.
  (i)             “Control” (including
with correlative meanings, the terms “Controlling,” “Controlled by” and
“under common Control
with”) shall mean the possession directly or indirectly of the power to
direct or cause the direction of the management and policies of an entity,
whether through the ownership of voting securities, by trust, management
agreement, contract or otherwise; provided, however, that
beneficial ownership of more than fifty percent (50%) or more of the voting
power of an entity shall be deemed to be Control.
  1
  (j)             “EBITDA Multiple”
shall mean the purchase price paid for Den-Mat in a Change of Control
transaction divided by the EBITDA of Den-Mat for the period of twelve (12) full
calendar months preceding such Change of Control.  For purposed of
this definition “EBITDA” means the consolidated earnings, before interest,
taxes, amortization and depreciation, of Den-Mat as shown on its internal
financial statements but (A) before giving effect to any royalty payments under
this Agreement or under the First Fit Crown Agreement and (B) as adjusted for
non-recurring expenses.  For purposes of this definition, the price
paid for Den-Mat in such Change of Control shall mean the purchase price stated
in the purchase agreement for such Change of Control transaction, without giving
effect to any escrow holdback, earn-out, post-closing adjustment or other
contingent increase or decrease in the purchase price contemplated by such
purchase agreement.
  (k)            “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.
  (l)             “Excluded Markets”
shall mean the territories identified on Schedule 2.2.1, as
the list of such territories shall be modified from time to time pursuant to
Section
2.2.3.
  (m)           “Exclusivity Period”
shall mean the period commencing on the Effective Date and ending on termination
or expiration of the Guaranty Period, which period may be extended as provided
in Section 7.5.1.
  (n)            “First Fit Crown
Agreement” shall mean that certain First Fit Crown Distribution and
License Agreement dated June 3, 2009 by and among Den-Mat, and
Remedent.
  (o)            “GlamSmile Non-Tray
Technology” shall mean the GlamSmile Technology and Processes described
in Item 2 of Annex
A.
  (p)            “GlamSmile Product”
shall mean all of Remedent’s GlamSmile products, whether now existing or
hereafter developed or acquired, including all of Remedent’s GlamSmile veneer
products (whether made in or out of Trays) made of any material (e.g., hybrid porcelain and
full porcelain) and any private label materials or tools used in the placement
of the veneers bearing the GlamSmile name or brand, and the GlamSmile Technology
and Processes incorporated therein, regardless of whether such products,
technology or processes are sold under the name or brand “GlamSmile,” “Lumineer”
or otherwise.
  (q)            “GlamSmile Technology and
Processes” shall mean (i) the Intellectual Property provided by Remedent
to Den-Mat pursuant to this Agreement and (ii) the processes described in Annex A, in each case
which are used in connection with the development and manufacturing of the
Products and which were not known to Den-Mat prior to the Effective Date other
than as a result of disclosures to Den-Mat by Remedent.
  (r)             “GlamSmile Tray
Technology” shall mean the GlamSmile Technology and Processes used to
develop and manufacture Trays.
  2
  (s)             “Governmental
Authority” shall mean any: (a) federal, state, regional, county, city,
municipal or local government, whether foreign or domestic; (b) governmental or
quasi-governmental authority of any nature, including any regulatory or
administrative agency, commission, department, board, bureau, court, tribunal,
arbitrator, arbitral body, agency, branch, official entity or other
administrative or regulatory body obtaining authority from any of the foregoing,
including courts and any supra-national organization, state, county, city or
other political subdivision; or (c) other Person exercising or entitled to
exercise any administrative, executive, judicial, legislative, police,
regulatory or taxing authority or power of any nature.
  (t)              “Guaranty Period”
shall mean the period consisting of the first three Contract Periods commencing
on the first day of the first calendar month arising after (a) Soca Networks
Pte. Ltd.’s manufacturing facility in [***], or another manufacturer designated
by Remedent and its manufacturing facilities located in [***], has commenced
normal operations, (b) Remedent has evidenced to Den-Mat, to the satisfaction of
Den-Mat, the ability to produce [***] Units/Teeth per month at such
manufacturing facility and (c) Remedent has evidenced to Den-Mat, to the
satisfaction of Den-Mat, receipt of the certifications set forth on Schedule 8.7, which
period shall be subject to early termination pursuant to Section 7.5 and 13.2.2 and subject to
extension as provided in Section
7.5.1.  Notwithstanding the foregoing, and notwithstanding the
fact that Remedent does not yet have the ability to produce [***] Units/Teeth
per month, the parties agree that the Guaranty Period commenced as of April 1,
2009.
  (u)             “Intellectual
Property” shall mean a patent, patent application, industrial design,
invention, design, trade secret, idea, work, methodology, technology,
innovation, creation, concept, moral right, development drawing, research,
analysis, know-how, experiment, copyright, trademark, service mark, data,
formula, method, procedure, process, system or technique and any registration,
application, right or other grant analogous thereto with respect to any of the
foregoing.
  (v)             “Knowledge of Den-Mat”
shall mean the actual knowledge of any of the executive officers of
Den-Mat.
  (w)             “Knowledge of
Remedent” shall mean the actual knowledge of any of the executive
officers of either Remedent Nevada or Remedent Belgium.
  (x)               “Law” shall mean any
treaty, code, statute, law, rule, regulation, convention, ordinance, Order,
legally binding regulatory policy statement or similar legally binding guidance,
binding directive or decree of any kind of any Governmental Authority, as well
as any common law.
  (y)               “Net Wholesale Price”
shall mean the price Den-Mat charges per Lumineer tooth as it is invoiced to the
end customer from Den-Mat's perspective (e.g., the dentist, group
practice corporation, distributor), net of any returns, discounts, special
pricing, rebates or additional reasonable price deductions; provided, however, the Net
Wholesale Price will regard only the price of the individual tooth (i.e., if teeth are sold in an
arch for a set price in a Tray, the "price" of the Tray should be split out and
deducted).
  (z)                “Non-Conforming
Product” shall mean any Product shipped by Remedent to Den-Mat that fails
in any respect to conform to the applicable purchase order and the requirements
of Section
8.7.
  (aa)              “Order” means any
judgment, writ, decree, directive, decision, injunction, ruling, award or order
(including any consent decree or cease and desist order) of any
kind.
  3
  (bb)              “Other Potential
Products” shall mean all of Remedent’s professional dental products, and
the related Intellectual Property and processes developed or otherwise available
for sale by Remedent (or any of Remedent’s Affiliates) after the Effective Date,
but excluding (a) the GlamSmile Products, (b) professional dental products
offered for sale by Remedent on the Effective Date and (c) improvements to the
products referred to in the preceding clause (b) that are
not offered as separate products. For purpose of clarification, Den-Mat
acknowledges that Other Potential Products does not include non-veneer products
for which the primary distribution channel is the consumer market.
  (cc)               “Other Products” shall
mean all Other Potential Products and Remedent Veneer Products for which Den-Mat
has become a distributor pursuant to Sections  2.3.
  (dd)               “Party” shall mean any
of Remedent, Inc., Remedent, N.V. or Den-Mat Holdings, LLC, individually, and
“Parties” shall
mean all of such Persons collectively.
  (ee)                “Permit” shall mean
any permit, license, authorization, registration, franchise, approval,
certificate, variance, waiver or other authorization, approval, consent,
clearance or similar right issued, granted or obtained by or from any
Governmental Authority.
  (ff)                 “Person” shall mean
any natural person, firm, partnership, association, corporation, company, trust,
business trust, governmental entity or other entity.
  (gg)               “Proceeding” shall
mean any action, suit, arbitration, mediation, litigation, hearing,
investigation, inquiry or other proceeding of any kind.
  (hh)               “Product” shall mean,
collectively, the GlamSmile Products and the Other Products.
  (ii)                  “SEC” shall mean the
Securities and Exchange Commission, and any successor agency
thereto.
  (jj)                 
“Securities
Act” shall mean the Securities Act of 1933, as amended.
  (kk)                “Sell-Off Period”
shall mean a period of ninety (90) days after the date of expiration or
termination of this Agreement.
  (ll)                  “Territory” means
worldwide, except for: (i) the Excluded Markets and (ii) the China
Market.
  (mm)              “Tray” shall mean the
insertion tray included among the Products into which Units/Teeth are placed for
application to teeth of the end-user patient.
  (nn)              
“Unit/Tooth”
and “Units/Teeth” shall
mean the individual units of veneer in a Den-Mat order, with each such unit of
veneer to be applied to a separate tooth and inclusive of units of veneer to be
applied using a Tray or to be applied in any other method.
  * * *
*
 [Index
of Defined Terms follows]
  4
  Index
of Defined Terms
 
 Defined Term
                  ReferenceAgreement
                  PreambleChina
      Market
                  2.1.2Change
      of Control Notice
                  11.1Closing
                  15Closing
      Date
                  15Common
      Stock
                  14.1.5Den-Mat
                  PreambleDen-Mat
      Facility
                  6.2.1Den-Mat
      Transaction Documents
                  14.2.2De
      Vreese Non-Competition Agreement
                  16.2.4Effective
      Date
                  PreambleExclusivity
      Date
                  2.2.1Exit
      Fee
                  11.1Filing
      Party
                  3.5.2Force
      Majeure Event
                  19.1Glam
      Smile
                  2.1.3Indemnified
      Party
                  18.4Indemnitor
                  18.4Jacquemyns
      Non-Competition Agreement
                  16.2.4Liabilities
                  18.1New
      York Courts
                  20.11.1Notice
      of Intent to File
                  3.5.2Proposed
      Remedent Other Products Signing Date
                  2.3.3Proposed
      Remedent Veneer Signing Date
                  2.3.1Proposed
      Transfer Date
                  2.2.3Remedent
                  PreambleRemedent
      Belgium
                  PreambleRemedent
      Nevada
                  PreambleRemedent
      Permits
                  14.1.9Remedent
      Transaction Documents
                  14.1.2Remedent
      Veneer Product
                  2.3.1SEC
      Documents
                  14.1.14Significant
      Contracts
                  14.1.8Subdistributor
      Agreement
                  2.1.4Taxes
                  12.2.1Upfront Payment
                  6.1.1Warrant
                  16.2.5
  5