Item 3.02. Unregistered Sales of Equity Securities.

At 11:59 p.m. (EDT) on September 21, 2009, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired with respect to the transactions proposed under the Stock Purchase Agreement entered into between Align Technology, Inc. ("Align") and Danaher Corporation ("Danaher") on August 16, 2009 (the "Stock Purchase Agreement") in connection with the settlement of certain litigation between Align and Ormco Corporation, an affiliate of Danaher. As a result, on September 22, 2009, Align issued to Danaher 2,025,000 fully paid and nonassessable shares of its Common Stock pursuant to the Stock Purchase Agreement. Additional information regarding the Stock Purchase Agreement the transactions related thereto, and the settlement was previously disclosed by Align in its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 17, 2009.

The sale and issuance of the securities issued pursuant to the Stock Purchase Agreement was deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act, or Rule 506 of Regulation D promulgated thereunder. Danaher represented its intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities. The sales of the securities were made without general solicitation or advertising. Danaher was an accredited investor and had adequate access, through its relationship with us, to information about us.

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