FIRST FIT-CROWN DISTRIBUTION AND LICENSE AGREEMENT

THIS AGREEMENT (this “ Agreement ”) is made as of June 3, 2009 (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 ”).

WHEREAS , Remedent Nevada and Remedent Belgium have developed certain products and services known as the First Fit Technology;

WHEREAS , Remedent desires to license such products and services and Remedent desires to appoint Den-Mat to act as the sole and exclusive licensee and distributor of such products and services in the Territory (as defined below);

WHEREAS , Den-Mat and Remedent have agreed that Den-Mat will make royalty payments to First Fit 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

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.

Capitalized terms used herein without definition shall have the respective meanings given to them in Schedule 1 .

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.  Den-Mat shall market and sell the Products under the trade name “First Fit” or such other trade names and/or trademarks (each a “ Designated Mark ”) designated by Remedent, provided that once Den-Mat begins marketing a Product under a Designated Mark, any change in, addition of, or cessation of the Designated Mark used in connection with such Product shall require the mutual agreement of Remedent and Den-Mat.  All rights to the Designated Marks shall belong to Remedent and, except in the case of termination pursuant to Section 11.3 , upon termination of this Agreement (and expiration of any Sell-Off Period), Den-Mat shall assign to Remedent all of Den-Mat’s right, title and interest in and to the Designated Marks.  Notwithstanding the foregoing, Den-Mat may use the Designated Mark together with another trademark or trade name selected by Den-Mat (such as “Lumi-Crown”) (hereinafter, “ Den-Mat’s Mark ”) in connection with the sale and/or marketing of the Products, provided that in any packaging or marketing materials in which the Products are co-branded, the size of the type set used for the Designated Mark must be at least 150% of the size of the type set used for Den-Mat’s Mark.

2.1.2         Subdistributors . Den-Mat may authorize sub-distributors and subcontractors to manufacture, market, distribute, license and sell Products in accordance with this Section 2 , without Remedent’s consent, 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 scope and other limitations set forth in Sections 2, 3 and 4 and (b) authorize Remedent to enforce such provisions.

2.2           [RESERVED]

2.3           Cessation of Use .  Upon termination of this Agreement or, if later, upon the conclusion of any applicable Sell-Off Period, Den-Mat shall cease having rights to manufacture, market, distribute, license and sell Products in the Territory.

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 for sale outside of the Territory and for internal product development related to the Products and (b) this grant shall not include any rights to the name, logo, trade name or trademark ‘Remedent’.  For purposes of clarity, during the term of this Agreement, Remedent shall not use the Designated Mark in the Territory without the prior written consent of Den-Mat.  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 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 , and (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 sale outside of the Territory and for internal product development related to the Products.

3.1.3         Grants to Third Parties .  The parties acknowledge that the rights granted to Den-Mat pursuant to this Agreement are exclusive only in the Territory and that Remedent may appoint other Persons to become manufacturers, distributors or licensees of the Products for sale in countries outside of the Territory.

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 in the Territory during the term 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, that Remedent’s delivery obligations under this Section 3.3 relating to any Intellectual Property licensed from a Person other than Remedent will be subject to any restrictions that may apply in the license agreements related thereto and, in the event any such restrictions would prohibit delivery to Den-Mat of any such object code, source code or other Intellectual Property, then the restricted object code, source code or other intellectual property shall be held in an escrow arrangement of which Remedent shall cause Den-Mat to be a direct beneficiary in the event of a Remedent Bankruptcy.  From time to time as upgrades or updates of the source code are developed, Remedent and/or its Affiliates shall deliver to Den-Mat a copy of each such upgrade and update.  Notwithstanding anything contained in this Agreement to the contrary, in the event of a Remedent Bankruptcy, Den-Mat shall have the perpetual right and license to use object code, source code and other Intellectual Property delivered to or held in escrow for the benefit of Den-Mat pursuant to the terms of this Agreement.  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.

3.4           Cessation of Use .

3.4.1         End of Agreement .  Upon termination of this Agreement (other than due to a Remedent Bankruptcy) or, if later, upon the conclusion of any applicable Sell-Off Period, Den-Mat shall cease using, and shall use its commercially reasonable efforts to cause its subcontractors and subdistributors to 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 3.4.1 , 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            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 the Territory, 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 Territory.  In the event Remedent fails to take any action reasonably requested by Den-Mat as described in the preceding sentence, including, without limitation, upon the occurrence of a Remedent Bankruptcy: (a) Den-Mat may take such action in the Territory, (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 other 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.  Notwithstanding the foregoing, upon the occurrence of a Remedent Bankruptcy, Den-Mat may apply for and obtain exclusive ownership of patents and/or copyrights in any jurisdiction in which such Intellectual Property is then unregistered.

4.1           Products .  Remedent hereby grants to Den-Mat the non-exclusive worldwide right to manufacture and produce the Products for sale in the Territory or have the Products manufactured and produced for Den-Mat and/or its subcontractors and subdistributors for sale in the Territory.

4.2           Termination of Right .  Upon termination of this Agreement, or, if later, upon the conclusion of any applicable Sell-Off Period, Den-Mat and/or its subcontractors and subdistributors, shall cease having the right to manufacture Products.

5.1            Marketing Support Efforts .  Within 12 months after Den-Mat becomes Fully Operational, Den-Mat shall spend a minimum of one million dollars ($1,000,000), (the “ Initial Launch Spend ”), to develop and implement commercially reasonable marketing support to maximize sales of Remedent products (which for purposes hereof shall include the Products, as well as the GlamSmile Products and the Other Products (as such terms are defined in the 2008 Agreement)), which support shall include:

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It is understood and agreed that any of the foregoing advertising, mailings, and other sales and marketing materials may include Den-Mat products and all expenditures incurred in connection therewith shall be considered as part of, and counted toward satisfying, Den-Mat’s obligation for the Initial Launch Spend so long as the Remedent products are those most prominently and predominantly featured in such sales and marketing materials.

6.1           Development Payment .  Subject to the terms and conditions of this Agreement, Den-Mat shall pay a non-refundable development fee of Four Hundred Thousand Dollars ($400,000) (the “ Development Payment”) to Remedent.  The Development Payment shall be payable to Remedent (a) Fifty Thousand Dollars ($50,000) within seven (7) days after the Effective Date and, (b) Three Hundred Fifty Thousand Dollars ($350,000) within twenty one (21) days after the Effective Date.  As additional inducement for Den-Mat’s payment of the Development Payment, Remedent hereby acknowledges that Den-Mat has and shall have no obligation under Section 7.3 of that certain Sub-License Agreement between Den-Mat and Remedent Belgium dated October 21, 2008 for the purchase of the haptic arm products, but such Sub-License Agreement shall remain in full force and effect in all other respects.  In the event that Den-Mat fails to purchase the quantities set forth in Section 7.2 of said Sub-License Agreement then Remedent’s sole remedy shall be to convert Den-Mat into a non-exclusive sub-licensee and distributor.

6.2           Fixed License Payment .  Subject to the terms and conditions of this Agreement (including the satisfaction of the closing conditions described in Section 16 ), Den-Mat shall pay a non-refundable license fee of Six Hundred Thousand Dollars ($600,000) (the “ License Payment ”) to Remedent.  The License Payment shall be payable to Remedent in three (3) equal installments of $200,000 each, the first installment being payable on the Closing Date, and the second and third installments being payable on the 30 ^th and 60 ^th day, respectively, after the Closing Date.

6.3           Royalty Payments .  During the term of this Agreement, for each sale of Products, Den-Mat shall pay to Remedent, or its designee,  a royalty payment equal to [***] (the “ Royalty Rate ”) of Den-Mat’s Net Revenues generated by the sale of the Products.  In addition, in the event that Den-Mat appoints any sublicensees with respect to the Products, (a) Den-Mat shall pay Remedent [***] percent of the royalties it receives from its sub-licensees with respect to sales of the Products made by its sublicensees (the “ Royalty Split ”), and (b) the amount paid to Remedent in Royalty Split shall not be less than [***] per Case (as defined below), including, for this purpose, any royalty paid by Den-Mat pursuant to the first sentence of this Section 6.3 with respect to Product used in connection with such Case.  For purposes hereof, a “ Case ” shall mean a dentist’s order for Product in connection with a particular patient prescription with respect to which Den-Mat receives a royalty from its sublicensee.

6.4           Payment and Reports .  For purposes of Section 6.3 , a sale shall be deemed to have been made by Den-Mat at the time the related revenue is recognized by Den-Mat and/or any subdistributor  for its internal accounting purposes (in accordance with GAAP).  Within thirty (30) 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’s Net Revenues generated by the sale of the Products during such quarter, and (b) a calculation of the royalties payable to Remedent under Section 6.3 .  Concurrently with delivering such statement Den-Mat shall pay to Remedent, or its designee, the amount of the royalty payment set forth on such statement.

7.1           Den-Mat Exclusivity .

7.1.1         Initial Exclusivity Period .  Den-Mat’s rights as exclusive distributor and licensee under Sections 2 and 3 (“ Den-Mat’s Exclusivity ”) shall continue at least through the end of the first Contract Period and thereafter throughout the term of this Agreement, unless terminated in accordance with Section 7.1.2 .

7.1.2         Termination of Exclusivity .  Den-Mat’s Exclusivity shall terminate at the end of any Contract Period that Den-Mat fails to pay minimum royalties to Remedent in the amount set forth on Exhibit A annexed hereto for such Contract Period.  Notwithstanding the foregoing, Den-Mat may avoid termination of Den-Mat’s Exclusivity by paying to Remedent within thirty (30) days from the end of such Contract Period an amount equal to the difference between the minimum royalties for such Contract Period as set forth on Exhibit A and the amount of royalties actually paid by Den-Mat for such Contract Period.  If Den-Mat’s Exclusivity is terminated, Den-Mat may, at its option, either terminate this Agreement upon ninety (90) days written notice to Remedent, or become a non-exclusive distributor and licensee.  If Den-Mat elects to become a non-exclusive distributor and licensee, this Agreement and Den-Mat’s obligation to pay royalties under Section 6, shall nevertheless continue.  

8.1            Remedent’s Marketing Support .  Remedent shall develop and implement commercially reasonable sales and marketing support to the Den-Mat sales effort.  Any materials developed by Remedent will be the property of Remedent, but Den-Mat shall have the exclusive right to use such materials in the Territory during the term of this Agreement.  Remedent shall use its commercially reasonable efforts to provide the following support (all of which shall be subject to Den-Mat’s reasonable approval) for Den-Mat’s sales and marketing efforts:

9.1           Intellectual Property .

9.1.1        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 in the Territory 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 in the Territory 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 9.1.1 , 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 9.1.1 , 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, in the event Remedent fails to commence an action reasonably requested by Den-Mat and if Den-Mat commences an action in accordance with this Section 9.1.1 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.

9.1.2        So long as Den-Mat’s rights under Section 2.1.1. and Section 3.1.1. remain exclusive to Den-Mat pursuant to the terms of this Agreement, Remedent agrees that 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 (other than license and distribution agreements in territories other than the Territory), unless prior to effecting any such assignment or license by Remedent of the Intellectual Property, Remedent shall obtain the assignee’s or licensee’s (as applicable) written acknowledgement of the existence of this Agreement and Den-Mat’s rights hereunder.

9.1.3        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.

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 in the Territory as contemplated by this Agreement.  In addition, Remedent shall provide manufacturing personnel to train Den-Mat staff, on fully installed software and hardware, in the technical aspects of manufacturing the Products using the First Fit Technology.

10.2         Marketing and Sales Assistance .

10.2.1        So long as Den-Mat’s rights under Section 2.1.1. and Section 3.1.1. remain exclusive to Den-Mat pursuant to the terms of this Agreement, if Remedent is contacted by any Person seeking to acquire Products in the Territory, Remedent shall refer such sales lead promptly to Den-Mat.

10.2.2        In addition to its obligations under Section 8 and so long as Den-Mat’s rights under Section 2.1.1. and Section 3.1.1. remain exclusive to Den-Mat pursuant to the terms of this Agreement Remedent shall use commercially reasonable efforts to provide the following commercial and technical assistance to Den-Mat in connection with the marketing, distribution and sale by Den-Mat of Products under this Agreement,:

(a)           Remedent shall train the appropriate employees of Den-Mat in marketing the Products;

(b)           At least one (1) time during each calendar year during the term of this Agreement, 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;

(c)           Remedent shall use all commercially reasonable efforts to cause the individuals specified on Schedule 10.2.2 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 December 31, 2009, at no cost or expense to Den-Mat.  If any of such persons ceases to be an employee of or consultant to Remedent, 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 10.2.2 or Section 8 shall be at Den-Mat’s expense.

10.3         Advertising .  So long as Den-Mat’s rights under Section 2.1.1. and Section 3.1.1. remain exclusive to Den-Mat pursuant to the terms of this Agreement, Remedent shall not mail, publish or broadcast (including by email or other electronic means) any advertisement or other promotional materials related to the Products in the Territory unless Den-Mat has given its prior written approval to such advertisement or other promotion.

10.4         Regulatory Matters .  Den-Mat shall be responsible for obtaining all regulatory approvals (for the joint benefit of Remedent and Den-Mat) as may be required in connection with the manufacture, distribution, marketing and sale of the Products in the Territory in each jurisdiction where such approval is required to be obtained.  Remedent shall provide to Den-Mat, upon reasonable request, materials in its possession and access to their employees, that Remedent 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.

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) Den-Mat’s marketing, distribution and sales of Products and (b) 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

12.2.2         Remedent .  Remedent shall be responsible for all Taxes imposed upon it with respect to 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 .  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 costs of such examination.

13.1         Term .  This Agreement shall remain in effect unless and until terminated as set forth in Section 7.1 or 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) upon thirty (30) prior written notice to Den-Mat in the event that Den-Mat is not Fully Operational within nine (9) months from the date of this Agreement, provided that Remedent has delivered the First Fit Technology to Den-Mat and has provided all training of Den-Mat personnel, as required by Sections 8 and 10 , at least sixty (60) days prior to its notice of termination under this Section 13.2.1(c) .

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; or (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 (each such event being referred to herein as a “Remedent Bankruptcy ”).

13.3         Sell-Off Period .  Upon the termination of this Agreement by Den-Mat pursuant to Section 7.1, Section 13.2.2 or Section 19 (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 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, sell 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