Exhibit 10.1
[***] Represents material
information which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
AMENDMENT NO. 1 TO AMENDED AND
RESTATED
DISTRIBUTION, LICENSE AND
MANUFACTURING
AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED
AND RESTATED DISTRIBUTION, LICENSE AND MANUFACTURING
AGREEMENT (this “
Agreement ”) is made as of August 11, 2009 (the
“ Amendment No. 1 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 , Den-Mat and Remedent have entered into that
certain Amended and Restated Distribution, License and
Manufacturing Agreement dated as of June 3, 2009 (the “2009
Agreement”) relating to the marketing, distribution,
licensing and sale of the GlamSmile Products and the Other Products
(as such terms are defined in the 2009 Agreement); and
WHEREAS , Den-Mat and Remedent wish to amend the 2009
Agreement as hereinafter provided;
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 the 2009 Agreement.
2.
Amendments to 2009 Agreement. The following provisions of the 2009 Agreement
are hereby amended as follows:
2.1 Section
6.1.2 is hereby amended to provide that the $250,000 payment due
upon the expiration of the first Contract Period shall be
accelerated and shall be due and payable on the earlier to occur of
(i) sixty (60) days after the Amendment No. 1Effective Date or (ii)
Remedent shall have performed, to Den-Mat’s reasonable
satisfaction, a successful live patient clinical demonstration of
Remedent’s new veneer seating technology which is more fully
described in Annex A hereto (known as “Prego System
Technology”). The payment dates for the additional amounts
due under Section 6.1.2 (at the expiration of the second and third
Contract Periods) shall remain unchanged.
2.2 Section
6.4 is hereby amended to add a new Section 6.4.3 as
follows:
6.4.3
Royalty Payments for Products Manufactured Using Prego Syetem
Technology. Notwithstanding the provisions of Section 6.4.2
above, for each sale after the Guaranty Period by Den-Mat of
Products manufactured by Den-Mat using the Prego System Technology,
the royalty rate in Section 6.4.2 shall be [***] instead of
[***].
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2.3
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Section 7.1.1 is hereby amended to
add the following at the end thereof:
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“Notwithstanding anything
contained in Section 7.1, Den-Mat may elect to manufacture itself
and/or purchase from a third party manufacturer all or any portion
of the minimum purchase requirements contained in this Section
7.1.1. In the event that Den-Mat fails to purchase from Remedent
the minimum number of Units/Teeth required by Section 7.1.1
during any month (the difference between the required minimum and
Den-Mat’s purchases of Units/Teeth from Remedent for such
month being referred to herein as the“ Unit Shortfall
”), whether due to the fact that Den-Mat’s sales of
Units/Teeth are below the required minimum or due to the exercise
of its rights under the preceding sentence,Den-Mat may cure such
failure by paying to Remedent a royalty payment equal to [***] of
Den-Mat’s [***] for all sales of Unit/Teeth made by Den-Mat
during such month (or if no sales were made, then [***] for all
sales made it during the preceding three months) multiplied by the
amount of the Unit Shortfall for such month; provided, however,
that such royalties shall be accrued and not paid until the earlier
to occur of (i) one hundred twenty (120) days after the Amendment
No. 1
