Exhibit 10.5





Exhibit 10.5




HENRY SCHEIN, INC.




March 9, 2010




Mr. David M. Mulder

Chief Executive Officer

Biolase Technology, Inc.

4 Cromwell

Irvine, California 92618




Dear Mr. Mulder:



This letter agreement shall serve to amend that certain License and Distribution Agreement, by and
between Henry Schein, Inc. (“HSIC”) and Biolase Technology, Inc. (“Biolase”), dated as of August 8,
2006, as amended (the “Agreement”).



As of the date set forth above, the parties hereby agree as follows:




	 	1.	 	Distribution **** – All applicable U.S. and Canadian sales (as discussed
below) of Biolase products will ****:






	 	a.	 	Henry Schein Clients (being defined as customers of HSIC who are not
Non-HSIC Clients (as defined below)): HSIC will ****.






	 	b.	 	Non-HSIC Clients (being defined as ****: solely with respect to ****
sales that occur under this paragraph 1(b) (and not with respect to sales ****),
HSIC’s ****, and the mechanics of **** will be determined mutually and in good
faith by HSIC and Biolase. Biolase will ****. The same proportion of Henry
Schein Clients to Non-HSIC Clients will be used for the Canadian dental market
****. The list for both countries will be reviewed and agreed to by both parties
by March 15, 2010 and used for the entire length of the term. The processing and
shipments made by HSIC to Non-HSIC Clients will be made in the same ****;
provided that after such efforts and if, following thirty (30)
days from delivery, ****. Notwithstanding the foregoing, and only on an exception
basis, if HSIC is **** to customer who is defined ****, such sale shall be
governed by paragraph 1(a) above and treated as ****.






	 	c.	 	Notwithstanding anything contained herein to the contrary, Biolase
shall have the right for ****. It is the mutual intent of both parties that this
provision is to be invoked by Biolase ****.






	 	d.	 	**** dental products and services will continue to be exclusive to
HSIC in the U.S., Canada, and those other existing international markets where
HSIC currently has exclusivity. Subject to paragraph 1(c) above ****.







	 	 	 
	****	 	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.









 


 









 











	 	2.	 	Minimum Purchase Commitment; Non-Laser Equipment Purchases – Commencing April
15, 2010, HSIC shall make minimum world-wide actual purchase order-issued purchases (or,
at HSIC’s discretion, a prepayment) of $1.5 million per month
of Equipment (“Equipment” being defined as ****) payable one-half on the 15th and 30th of
each month for the term of this letter agreement. For the avoidance of doubt and
notwithstanding anything contained herein to the contrary, the amounts required to
purchased pursuant to this paragraph are in addition to, and may not be offset against,
HSIC obligations to the make advance payments as specifically set forth in that certain
letter agreement, dated February 16, 2010, by and between HSIC and Biolase. All other
categories of Biolase dental laser products and services (“Non-Laser Equipment”) purchased
by HSIC for the term will not be included in the minimum purchase commitment described
above.






	 	3.	 	****– HSIC will make ****for ****. The remaining ****. HSIC will make
****equal to ****. The remaining units will ****. The ****under this paragraph will be
in addition to, and exclusive of, the minimum purchase commitment, minimum equipment
purchase prepayments, and Non-Laser Equipment purchases set forth in Paragraph 2 above.
The HSIC purchase price with respect to the Waterlase MD products per this paragraph shall
be ****. The mechanics of the **** shall be further discussed by the parties’ operational
teams after the date hereof and the parties’ will develop processes for implementing the
intent of this letter agreement. HSIC agrees it shall ****, but in any event not longer
than one weeks’ time following Biolase’s sales of such units, with the specific process
****to be determined in good faith by HSIC and Biolase.






	 	4.	 	Term – one year from the date hereof; provided however, that
either HSIC or Biolase may terminate this agreement for any reason whatsoever upon 60
days’ advance written notice to the other party, and unless otherwise agreed upon in
writing, the parties will have no further purchase obligations upon such termination.
This agreement may be extended by HSIC and Biolase for an additional six (6) months upon
mutual agreement of the parties. For the avoidance of doubt, HSIC may continue to sell
its inventory of Biolase products after the expiry or termination of this agreement, and
Biolase and HSIC shall reasonably cooperate in such efforts.






	 	5.	 	Manufacturer’s Suggested Retail Price – Biolase’s MSRP for the Waterlase MD
is $****, $**** for the ezlase, and $**** for iLase.






	 	6.	 	Special Financing – Henry Schein Financial Services will continue to offer,
at its discretion, special financing to Biolase clients and pay for 100% of the cost of
doing so. Alternative financing programs are at the option of the clients and Biolase.






	 	7.	 	Additional Bundling Promotions – Such promotions will be offered from time to
time as determined by HSIC management. One example would be ****. Biolase can also
offer special programs at its own cost or as negotiated with shared cost.






	 	8.	 	Luminaries – Both parties support the idea of creating many more luminaries.
Upon mutual agreement by HSIC and Biolase, HSIC would **** for services rendered in
connection with such role. If that program is adopted, the parties will ****. Current
maximum number of new luminaries under this program is to be ****.






	 	9.	 	Inventory –HSIC will have the option to upgrade **** inventory **** at ****.
The upgrade orders will ****, but following the ****, upgrades will be ****.







	 	 	 
	****	 	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.



 


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	 	10.	 	New Additional Cash Spiff Incentives for HSIC Sales People – For the term,
$**** will be paid on each Waterlase MD sale for sales to HSIC Clients only. This amount
will be allocated to one or more sales persons at the discretion of the HSIC Regional
Manager. For sales to HSIC Clients only, HSIC FSCs will also receive a $**** additional
spiff for each ezlase or iLase sale made in their territory. Amounts under this paragraph
10 will be 100% funded by HSIC.






	 	11.	 	New Incentives for Regional Managers – For the term, $**** will be paid on
each Waterlase MD sale to HSIC Clients only, provided each HSIC manager achieves their
defined annual target. Amounts under this paragraph 11 will be 100% funded by HSIC.






	 	12.	 	New Incentives for HSIC Zone General Managers – For the term, $**** will be
paid on each Waterlase MD sale to HSIC Clients only provided each HSIC manager achieves
**** of their Zone defined annual target. Amounts under this paragraph 12 will be 100%
funded by HSIC.






	 	13.	 	Schools – HSIC will work in partnership with Biolase to install systems into
dental schools with the goal of incorporating the effective use of lasers within the
curriculum of the school (e.g., **** ).






	 	14.	 	**** – HSIC will continue to support the “Triangle of Success” process that
HSIC and Biolase played a key role in solidifying this past year.






	 	15.	 	Outside North America – HSIC will continue to work with Biolase as a
Preferred Vendor Partner and the parties will continue the exclusive rights in various
markets as previously agreed to.






	 	16.	 	**** – HSIC will support a Biolase-initiated **** program under certain
circumstances for ****. The program may also be made available to ****. The overall goal
is to ensure these programs are ****. Biolase will do so on limited live pilot before
finalizing a full program.
	 
	 	17.	 	Biolase **** – Biolase agrees ****.






	 	18.	 	New Forecasts for Purchase Orders – HSIC agrees to provide on the 30th of
each month, a six-month rolling forecast for product category purchases expected on future
purchase orders as specified by both parties.





All amounts herein reference U.S. dollars. This letter agreement extends the term of the Agreement
and 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.



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	****	 	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.




 


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



	 	 	 	 	 
	Sincerely,

 	 
	/s/ Brian S. Watson
 	 	 	 
	Brian S. Watson 	 
	Vice President, Strategic and Business Planning

Henry Schein, Inc. 	 	 	 
	 
	ACCEPTED AND AGREED:

 	 
	/s/ David M. Mulder
 	 	 	 
	David M. Mulder 	 	 
	Chief Financial Officer

Biolase Technology, Inc. 	 	 





	 	 	 
	****	 	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.





 


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