TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

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 , 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 .

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.

2.2.1                  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 .  [***]

2.3.1                  Addition of Excluded Markets .  [***]

2.3.2                  Addition of China Market .  [***]

2.3.3                  Expansion of Territory .  [***]

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 .

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 .

 (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 ).

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.

3.1.1                  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.

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 Products   for 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.

3.2.1                  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.

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.

3.4.1                  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.

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.

    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.

    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 .

5.1              Soca .  [***]

5.2              Other Manufacturers .  [***]

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).

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.

6.2.1                  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 .

6.3.1                  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.

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