Exhibit 10.2






Exhibit 10.2




EXECUTION COPY




Henry Schein, Inc.

135 Duryea Road

Melville, NY 11747




February 16, 2010




Biolase Technology, Inc.

4 Cromwell

Irvine, CA 92618




	 	 	 
	Attention:

	 	David M. Mulder
	 

	 	Chief Executive Officer






Dear Mr. Mulder,




This letter agreement shall serve to amend that certain License and Distribution Agreement by
and between Henry Schein, Inc. (“HSI”) and Biolase Technology, Inc. (“Biolase”), dated as of August
8, 2006, as amended (the “Agreement”). Capitalized terms used herein but not defined herein have
the meanings set forth in the Agreement.




	 	1)	 	In full satisfaction of any purchase or related obligations in the Agreement, including
the letter agreement dated February 27, 2009 (the “Letter Agreement”), HSI shall make
advance payments of $5.8 million in respect of Biolase products by transfer of immediately
available cash funds, as follows: ****. Payments **** shall be made ****. HSI may issue
purchase orders for Biolase products or services **** in respect of such advance payments,
and notwithstanding the expiry of the term of the Agreement, Biolase will provide HSI with
**** consistent with the spirit of the Agreement. For the avoidance of doubt, HSI may sell
and distribute at any time any Biolase inventory purchased prior to or after the date
hereof. To facilitate Biolase’s planning, HSI will provide, within ten (10) days of the
date hereof, a **** of its ****; provided however, the absence of such
estimate, or estimates that reflect purchase levels that are less than the **** shall not
under any circumstances relieve obligation of HSI to make the advance payments ****, and in
the ****.






	 	2)	 	To secure the $5.8 million advance payment, Biolase will agree to enter into a security
agreement to be provided by HSI following the execution of this letter agreement containing
terms and conditions consistent with those of the security agreement entered into in
connection with the Letter Agreement (except as modified by this paragraph), and will
consent to the filing of the related UCC or UCCs to effect a security interest for the
benefit of HSI in Biolase’s inventory; provided that HSI shall agree to release such
security upon receipt of the products deliverable in respect of such $5.8 million payment.






	 	3)	 	Upon written notice from HSI to Biolase, **** will be upgraded by Biolase, by HSI’s
pre-payment to Biolase of ****, in the event Biolase introduces **** for products of the
type HSI maintains in inventory or purchases pursuant to this Letter Agreement.







	 	 	 
	****	 	Certain confidential information contained in this document, marked with four asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



 


 









 





EXECUTION COPY





	 	4)	 	Pricing solely in respect of HSI’s purchases hereunder (totaling $5.8 million in
purchases) will be at ****, and ****.





This letter agreement amends certain terms and conditions of the Agreement. All other terms
and conditions of the Agreement that are not modified by this letter agreement are hereby ratified
and confirmed in all respects, and shall remain in full force and effect. Should there be any
conflict between the terms and conditions contained in this letter agreement and the Agreement, the
terms and conditions of this letter agreement shall govern and control.



This letter agreement shall be governed by, and construed and enforced in accordance with the
laws of the State of California, without regard to conflict of laws principles.



Please acknowledge your agreement to the foregoing terms and conditions by executing this
letter agreement.



	 	 	 	 	 
	Very truly yours,



HENRY SCHEIN, INC.

 	 	 
	By:  	/s/ Brian S. Watson
 	 	 
	 	Name:  	Brian S. Watson 	 	 
	 	Title:  	Vice President 	 	 
	 
	ACCEPTED AND AGREED:



BIOLASE TECHNOLOGY, INC.

 	 	 
	By:  	/s/ David M. Mulder
 	 	 
	 	Name:  	David M. Mulder 	 	 
	 	Title:  	Chief Executive Officer 	 	 





	 	 	 
	****	 	Certain confidential information contained in this document, marked with four asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.