DEVELOPMENT AGREEMENT

1.

DEFINITIONS

1.1

“Field of Use” shall mean methods, devices and compositions of matter for use in the whitening of teeth, curing of composite materials in the mouth, and for mouth illumination.

1.2

“Development Period” shall mean the period commencing on March 22, 2004 and unless terminated earlier as provided in this Agreement or extended by the mutual written agreement of the parties, expiring August 31, 2004.

1.3

“Development Program” shall mean the development program described generally in the Development Proposal.

1.4

“Development Proposal” shall mean the development plan attached hereto as Exhibit A, as revised from time-to-time by the written agreement of the parties.

1.5

“Development Program Intellectual Property” shall mean and include any invention, patent, patent application, work of authorship, trade dress, trademark, trade secret, design, drawing,

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1.6

“Internal Research Purposes” shall mean the furtherance of skills or knowledge of a person or persons employed by WILLIAMS, for confidential use of such skills and knowledge during the course of such persons employment with WILLIAMS. Disclosure to third parties, or use thereby, of Intellectual Property whose use by WILLIAMS is authorized only for Internal Research Purposes is strictly prohibited.

1.7

“Person” shall mean an individual, corporation, partnership, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

1.8

“WILLIAMS Intellectual Property” shall mean and include any invention, patent, patent application, work of authorship, trade dress, trademark, trade secret, techical know-how, design, drawing, method, process, specification, and formulae, which is or has been made, conceived, authored or reduced to practice, by or on behalf of WILLIAMS, except in connection with the performance of the Development Program.

1.9

“Territory” shall mean worldwide.

2.

DEVELOPMENT PROGRAM

2.1

Conduct of Development Program. During the Development Period, WILLIAMS shall exercise commercially reasonable efforts to conduct the Development Program in accordance with the Development Proposal. WILLIAMS shall conduct the Development Program in good scientific manner, and in compliance in all material respects with all requirements of applicable laws and regulations and all applicable good laboratory and clinical practices. Because the services to be performed are of an advisory or experimental nature, WILLIAMS does not represent or warrant that the Development Program in whole or in part will be successful or achieve the objectives set forth in the Development Proposal.

2.2

Funding. In consideration for the services to be performed by WILLIAMS, REMEDENT shall pay WILLIAMS total fees not to exceed eighty-five thousand U.S. Dollars ($85,000) for Phase I as described in the Development Proposal. The fees for Phase II shall be determined during Phase I and shall be funded subject to the

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2.2.1

REMEDENT shall pay to WILLIAMS an advance payment of forty-two thousand U.S. Dollars ($85,000) immediately upon execution of this Agreement. Upon receipt of such advance payment, WILLIAMS shall initiate work on the Development Program and deliver to REMEDENT a paid-memo invoice covering the advance payment.

2.2.2

All invoices submitted by WILLIAMS to REMEDENT are due and payable, net 30 days.

2.3

Records. WILLIAMS shall maintain records, in sufficient detail and in good scientific manner, which shall reflect all work done and results achieved in the performance of the Development Program (including all data in the form required under all applicable laws and regulations). To enable its compliance with the rules and regulations of any governing legal authority including, without limitation, a patent authority of any country and the Food and Drug Administration, REMEDENT shall be entitled to review, duplicate and distribute copies of such records, on request therefor following reasonable notice, subject to the confidentiality provisions of this Agreement.

2.4

Reports. During the term of the Development Program, WILLIAMS shall keep REMEDENT generally informed of the progress under the Development Program. Within thirty (30) days following the expiration or termination of the Development Program for Phase I, WILLIAMS shall prepare and provide REMEDENT with a written report which shall describe the work performed by WILLIAMS under the Development Program during Phase I. Towards the latter part of Phase I WILLIAMS will prepare and provide REMEDENT with a detailed budget and plan for the Phase II development effort.

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3.

INTELLECTUAL PROPERTY RIGHTS

3.1

Ownership of Intellectual Property. All Phase I Development Program Intellectual Property conceived or made in whole or in part on behalf of WILLIAMS, REMEDENT or jointly for both in connection with the performance of the Development Program shall be solely owned by REMEDENT. WILLIAMS further agrees that all employees and other Persons acting on its behalf under the Development Agreement shall be required to assign any rights they would otherwise hold in such Development Program Intellectual Property to REMEDENT. If any such person is under an existing obligation to assign their rights in Development Program Intellectual Property to WILLIAMS, then WILLIAMS agrees to take all reasonable and necessary steps to ensure that such rights become assigned to REMEDENT.

3.2

Disclosure of Development Program Intellectual Property.           WILLIAMS shall promptly disclose to REMEDENT the conception, authorship or making of Development Program Intellectual Property, and shall promptly make all information concerning such Development Program Intellectual Property available to REMEDENT. Such disclosure will be made in a mutually agreeable, and preferably written, format.

3.3

Intellectual Property Rights. REMEDENT shall be responsible for the costs and shall control the preparation, filing, prosecution, maintenance and enforcement of all applications for registration or protection of any aspect of the Phase I Development Agreement Intellectual Property including, without limitation, patent applications and patents. During the term of this Agreement, if REMEDENT elects not to file a patent application in any country or to abandon any pending application or granted patent in any country with respect to patentable Development Program Intellectual Property, REMEDENT shall provide adequate notice to WILLIAMS and give WILLIAMS the opportunity to file or maintain such application or patent at its own expense. If WILLIAMS so elects, it shall have the right to file, prosecute and maintain such Invention in WILLIAMS’s name, and WILLIAMS shall be the sole owner of such Development Program Intellectual Property and the related patent application and patent, if any. WILLIAMS and REMEDENT shall cooperate with the other party and shall execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in connection therewith. All patent expenses related to Phase II development efforts are to be paid by WILLIAMS unless otherwise agreed to by both parties.

3.4

License Grant to WILLIAMS for Use Outside the Field of Use. REMEDENT hereby grants to WILLIAMS a perpetual, exclusive,

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3.5

License Grant to WILLIAMS for Internal Research Purposes. REMEDENT hereby grants to WILLIAMS a perpetual, non-exclusive, royalty-free license (including the rights to grant sublicenses) to practice and use the Development Program Intellectual Property for Internal Research Purposes within the Field of Use, at WILLIAMS owned or controlled facilities, subject to the confidentiality provisions of this agreement.

3.6

Right of First Negotiation. For a period of five (5) years after expiration or termination of the Development Program, REMEDENT shall have a first right to negotiate the terms and conditions of a mutually acceptable agreement by which any or all of the rights received by WILLIAMS under the preceding Article 3.4 would either revert to REMEDENT, or be sublicensed to REMEDENT. If the parties have not executed a mutually acceptable license within ninety (90) days after one party notifies the other party of its intention to negotiate, despite their good faith efforts, WILLIAMS shall be free to negotiate and enter into licensing agreements with another party or parties with respect to the rights granted it under Article 3.4. At such point in time, the right of first negotiation under this Article 3.6 shall be considered completely dispelled and no longer in effect with respect to the subject Invention. REMEDENT’s first right to negotiate under this Article 3.6 shall expire after the five (5) year time period specified above.

3.7

License Grant to REMEDENT. To the extent required to permit REMEDENT to make, use, sell, test or commercialize the Development Program Intellectual Property, WILLIAMS hereby grants REMEDENT a perpetual, non-exclusive, royalty-free license (including the rights to grant sublicenses) to practice, make, have made, use, import, sell, and offer to sell WILLIAMS Intellectual Property for all purposes within the Field of Use, throughout the Territory.

3.8

Technical Know-How. For mutually agreeable compensation, WILLIAMS agrees to cooperate with, and provide technical assistance to, REMEDENT after the conclusion of the Development Program as needed to permit REMEDENT to make, use, sell, test or commercialize the Development Program Intellectual Property.

3.8

DISCLAIMER OF WARRANTIES. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A

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4.

EQUITY INCENTIVE & ROYALTY