---

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EXHIBIT 4.8

# PATENT LICENSE AND
SETTLEMENT AGREEMENT

This
Patent License and Settlement Agreement (Agreement) is made as of June
3, 2005 (Effective Date) by and between the following:
(a) Thermage, Inc., a Delaware corporation with its principal place of business at
25881 Industrial Boulevard, Hayward, CA 94545 (Thermage); and (b)
Syneron, Inc., a Delaware corporation with its principal place of business in Toronto,
Canada, and Syneron Medical Ltd., an Israeli corporation with its principal place of
business in Yokneam, Illit., Israel (collectively Syneron). Thermage
and Syneron are each referred to herein as a Party and collectively as
the Parties.

# RECITALS

WHEREAS,
the Parties have been involved in litigation concerning, among other things, the alleged
infringement by Syneron of certain patents owned by Thermage and the alleged infringement
by Thermage of a patent owned by Syneron in Thermage, Inc. v. Syneron Medical Ltd. and
Syneron Inc., and related counterclaims, Case No. C-04-2995-CRB, pending as of the
Effective Date in the United States District Court for the Northern District of California
(Pending Litigation); and

WHEREAS,
Syneron and Thermage wishing to avoid the expense of further litigation, have agreed to
settle such Pending Litigation pursuant to the terms set forth below without any Party
making any admission of any liability, and as part of the settlement, Thermage has agreed,
among other things, to grant to Syneron certain licenses, releases, and immunities from
suit with respect to certain patents, and Syneron has agreed to grant Thermage certain
licenses, releases, and immunities from suit with respect to certain patents.

NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties and
other terms and conditions contained herein, the sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:

# AGREEMENT

|1. | DEFINITIONS
|-- | -----------

In
addition to other terms defined elsewhere herein, the following terms, as used in this
Agreement, shall have the meanings indicated:

1.1        
Affiliate shall mean, as to any person, any corporation, firm,
partnership, entity or other person that, directly or indirectly, controls, is controlled
by (each such controlled person, a Subsidiary), or is under common
control with such person, where control means the capacity to designate,
appoint or otherwise determine the board of directors or other governing authority of such
person, whether by law or in fact, and whether by (i) ownership of more than fifty percent
(50%) of the equity or rights or shares in profits and losses (or such lesser percentage
which is the maximum allowed to be owned by a foreign corporation in a particular
jurisdiction) of such person, (ii) voting rights or management contract or agreement,
(iii) any other contract or agreement that grants to any other person effective control
over the affairs and activities of such person, or (iv) some combination of the foregoing.

1.2        
Capacitive Electrical Coupling shall mean inducing an RF current in
tissue across a dielectric barrier external to the tissue.

1.3        
Controls with respect to a Partys rights in or to a patent or
patent application, means that the Party or any of its Subsidiaries owns the patent or
patent application, or has the right to grant licenses or immunities from suit, or bring
or release claims or actions for infringement of such patent or patent application.

1.4        
Existing Product shall mean, as to a Party, any product (i) that such
Party or any of its Affiliates as of April 15, 2005, has offered for sale, is
offering for sale, or (ii) in respect of which such Party or any of its Affiliates as of
April 15, 2005, has filed with the United States Food and Drug Administration a
Section 510(k) Premarket Notification or a Section 515 Premarket Approval; and any
apparatus used to manufacture (including develop, assemble, test, repair or maintain) any
such product. Existing Products shall include, without limitation, the
products set forth in Exhibit A, so long as such products meet the criteria
set forth in this Section.

1

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1.5        
Knowlton-Filed Patents shall mean (a) United States Application Numbers
10/341,023, 10/813,980, and 10/828,703, together with all patents issuing thereon, (b) all
patents and patent applications filed in the name of Edward W. Knowlton
(Knowlton), alone or with others, on or prior to the Effective Date,
where no assignment in favor of Thermage or any of its Subsidiaries appears in the records
of the applicable patent office as of the Effective Date, and (c) continuations,
continuations in part, divisionals, reissues, reexamined patents and the like, and all
U.S. patents or patent applications claiming priority directly or indirectly from (a) or
(b) or from which (a) or (b) claim priority directly or indirectly, and (d) all foreign
counterpart patents or patent applications of any of the foregoing, including, but not
limited to, foreign patents or applications that claim priority directly or indirectly
from (a) or (b) or from which (a) or (b) claim priority directly or indirectly.
Notwithstanding the foregoing, Knowlton-Filed Patents shall not include the
patents and patent applications set forth in Exhibit C (Thermage Scheduled
Patents).

1.6        
Knowlton License, for purposes of Section 3.1 of this Agreement, shall
mean Sections 5.1 and 5.2 of that certain Restated and Amended Intellectual Property
Assignment and License Agreement entered into on July 30, 1998 by and between Thermage and
Knowlton, and supplemented and clarified by that certain letter from Knowlton to Keith
Mullowney dated April 14, 1999, without other amendment, modification, or clarification
that would in any manner expand the rights of Knowlton thereunder.

1.7        
Licensed Field shall mean all dermatologic, aesthetic, and cosmetic
applications (which applications include without limitation treatment of the skin,
epidermis, or dermis; wrinkle treatment; acne treatment; Rosacea treatment; Port wine
stain treatment; hemangioma treatment; telangiectesia treatment; poikeloderma treatment;
leg vein treatment (other than treatment directed towards surgical removal of leg veins);
spider vein treatment; hair removal; fat reduction and fat lypolysis; skin tightening; and
cellulite reduction).

1.8        
Monopolar RF Device shall mean an RF device that includes one or more
active electrodes connected to a terminal of an RF generator and a passive return
electrode. A passive return electrode is an electrode that does not heat tissue adjacent
to it to produce a therapeutic effect and is connected to a terminal of the RF generator
(other than the terminal to which the active electrode(s) are connected) via a physical
connection or via a wireless connection through which RF energy is radiated back to the RF
generator.

1.9        
Reserved Continuations shall mean (a) those continuations that Syneron
files for Smith & Nephew, Inc. in accordance with the second paragraph of Section 3.4
of that certain Assignment and License Agreement between Smith & Nephew, Inc. and
Syneron Medical, Ltd, dated Dec. 22, 2004 (the S&N Agreement), (b) all
continuations, divisionals, continuations-in-part and substitutions of such continuations,
(c) all patents issuing on any of the foregoing, and (d) all renewals, extensions,
re-examinations and reissues of any of the foregoing patents.

1.10        
      Reserved Field shall mean the field of orthopedics, spine and sports medicine,
gynecology and urology.

1.11        
Subject Patent shall mean, as to a Party, all patents and applications
therefor, together with any patents that issue in respect of such applications, in all
countries of the world that, at any time during the term of this Agreement, such Party
Controls.

1.12        
Syneron Licensed Patents shall mean (a) United States Patent Number
5,569,242 (Syneron Asserted Patent); (b) the patents and patent
applications set forth in Exhibit B (Syneron Scheduled
Patents), (c) all continuations, continuations in part, divisionals, reissues,
reexamined patents and the like, and all U.S. patents or patent applications claiming
priority directly or indirectly from (a), (b), or (c) or from which (a), (b), or (c) claim
priority directly or indirectly, and (d) all foreign counterpart patents or patent
applications of any of the foregoing, including, but not limited to, foreign patents or
applications that claim priority directly or indirectly from (a), (b), or (c) or from
which (a), (b), or (c) claim priority directly or indirectly, in each such case (a), (b),
(c), and (d), whether previously filed or filed in the future and that, at any time during
the term of this Agreement, Syneron Controls, including without limitation, the Syneron
Restricted Field Patent. Notwithstanding the foregoing, Syneron Licensed
Patents shall not include the Reserved Continuations.

2

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1.13        
Syneron Restricted Field Patentshall mean United States Serial Number
09/664,473, together with (a) all patents issuing thereon and (b) all renewals,
extensions, re-examinations and reissues of any of the foregoing patents; but in all cases
excluding any continuations, continuations in part, and divisionals of any of the
foregoing.

1.14        
Thermage Licensed Patents shall mean (a) all patents asserted by
Thermage in the Pending Litigation (each, an Thermage Asserted Patent),
(b) all patents and applications with respect to which Knowlton is a named inventor and
that claim or are entitled to an effective filing date for any claim on or prior to the
Effective Date, (c) the Thermage Scheduled Patents, (d) all continuations, continuations
in part, divisionals, reissues, reexamined patents and the like, and all U.S. patents or
patent applications claiming priority directly or indirectly from (a), (b), or (c) or from
which (a), (b), or (c) claim priority directly or indirectly, and (e) all foreign
counterpart patents or patent applications of any of the foregoing, including, but not
limited to, foreign patents or applications that claim priority directly or indirectly
from (a), (b), (c) or (d) or from which (a), (b), (c) or (d) claim priority directly or
indirectly, in each such case (a), (b), (c), (d) or (e), whether previously filed or filed
in the future and that, at any time during the term of this Agreement, Thermage Controls.
The foregoing notwithstanding, Thermage Licensed Patents shall not include any patents or
patent applications, whether previously filed or filed in the future, that have never
named Knowlton as an inventor, even if they claim priority to or are otherwise related to
a patent or patent application that does name Knowlton as an inventor, but such patents
and patent applications shall be deemed Thermage Licensed Patents if Knowlton is ever
named as an inventor of any of the inventions claimed therein.

|2. | RELEASES
AND SETTLEMENT
|-- | -----------------------

2.1        
Mutual Release. Each Party, on behalf of itself and its Affiliates, agents,
representatives, officers, directors, shareholders, employees, successors and assigns
(Associated Parties), hereby irrevocably releases and forever
discharges each other Party and its Affiliates, agents, representatives, officers,
directors, shareholders, employees, attorneys, advisors, insurers, direct and indirect
third-party manufacturers, suppliers, distributors, resellers, sales agents, customers,
and users (such directly and indirectly related persons, the Commercial
Partners), successors, assigns, and heirs (collectively, Released
Parties) of and from any and all claims, counterclaims, demands, actions, causes
of action, damages, liabilities, losses, payments, obligations, costs and expenses
(including, without limitation, attorneys fees and costs) of any kind or nature,
past, present or future, fixed or contingent, direct or indirect, in law or equity,
several or otherwise, known or unknown, suspected or unsuspected, that arise from or
relate in any way to any act or omission prior to the Effective Date (Released
Claims). The foregoing release is expressly intended to cover and include,
without limitation, all claims, past, present or future, known or unknown, suspected or
unsuspected, which can or may ever be asserted by successors, assigns, heirs, or
otherwise, as the result of the matters herein released, or the effects or consequences
thereof. With respect to Synerons Commercial Partners, the foregoing release by
Thermage and its Associated Parties shall apply only to Released Claims arising from or
relating in any way to products or services provided by, for, or to Syneron. With respect
to Thermages Commercial Partners, the foregoing release by Syneron and its
Associated Parties shall apply only to Released Claims arising from or relating in any way
to products or services provided by, for, or to Thermage. The foregoing release shall not
apply to each Partys obligations required to be performed under this Agreement.

2.2        
Waiver. Each Party, on behalf of itself and its Affiliates, agents,
representatives, officers, directors, shareholders, employees, attorneys, advisors,
insurers, successors and assigns, hereby irrevocably and forever waives all rights it may
have arising under California Civil Code Section 1542 (or any analogous requirement
of law) with respect to the foregoing release. Each Party understands that
Section 1542 provides that:

| | A
general release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each
Party acknowledges that it has been fully informed by its counsel concerning the effect
and import of this Agreement under California Civil Code Section 1542 and other
requirements of law.

3

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2.3        
Dismissal of Pending Litigation.Within ten (10) days after the Effective Date, the
parties shall cause to be completed, executed and filed with the applicable court a
stipulated dismissal with prejudice of the Pending Litigation consistent with this
Agreement and in the form attached hereto as Exhibit D (the
Dismissal).

2.4        
No Admission. This Agreement is entered into in order to compromise and settle
disputed claims, without any acquiescence on the part of any Party as to the merit of any
claim, defense, affirmative defense, counterclaim, liabilities or damages related to any
patent rights and/or the Pending Litigation. Neither this Agreement nor any part thereof
shall be, or be used as, an admission of infringement or liability by anyone, at any time
for any purpose.

2.5        
Validity and Enforceability. The Parties hereby agree that the Syneron Asserted
Patent and the Thermage Asserted Patents are valid and enforceable.

2.6        
Attorneys Fees and Costs. Each Party shall be responsible for its own
attorneys fees and costs in connection with this Agreement and the Pending
Litigation.

|3. | LICENSES
AND IMMUNITIES
|-- | -----------------------

3.1        
Thermage Licensed Patents. Thermage, on behalf of itself and its Affiliates, hereby
grants and agrees to grant to Syneron and its Subsidiaries a royalty-free, fully paid-up,
worldwide, non-exclusive, irrevocable right and license, with no right to grant
sublicenses, under the Thermage Licensed Patents (other than the Knowlton-Filed Patents)
to make, have made for its own use, sale, lease, loan, or the like, use, import, offer to
sell, sell, or otherwise exploit or dispose of any article of manufacture, product,
service, component or matter, and, associated with any such article of manufacture,
product, service, component, or matter, to practice and have practiced any method, process
or procedure within the Thermage Licensed Patents (other than the Knowlton-Filed Patents),
provided that Syneron shall not be licensed, under those patents and patent applications
exclusively licensed to Knowlton under the Knowlton License, to make, use, sell, offer for
sale, or import those products that Knowlton is exclusively licensed to make, use, sell,
offer for sale, or import under the Knowlton License. For ten (10) years from the
Effective Date (Restricted Term), the license granted in this Section
3.1 shall not apply to devices that are Monopolar RF Devices and/or use Capacitive
Electrical Coupling.

3.2        
Knowlton-Filed Patents. Thermage, on behalf of itself and its Affiliates, hereby
grants and agrees to grant to Syneron and its Subsidiaries a royalty-free, fully paid-up,
worldwide, non-exclusive, irrevocable right and license, with no right to grant
sublicenses, under the Knowlton-Filed Patents to make, have made for its own use, sale,
lease, loan, or the like, use, import, offer to sell, sell, or otherwise exploit or
dispose of any article of manufacture, product, service, component or matter, and,
associated with any such article of manufacture, product, service, component, or matter,
to practice and have practiced any method, process or procedure within the Knowlton-Filed
Patents, provided that the license of Syneron and its Subsidiaries under any given
Knowlton-Filed Patent shall be limited in scope to the broadest scope of the rights of
Thermage or any of its Affiliates under such Knowlton-Filed Patent during the term of this
Agreement. For ten (10) years from the Effective Date (Restricted Term), the
license granted in this Section 3.2 shall not apply to devices that are Monopolar RF
Devices and/or use Capacitive Electrical Coupling.

3.3.       
          Syneron Immunity. The rights and license granted to Syneron and its
          Subsidiaries pursuant to Sections 3.1 and 3.2 shall inure to the benefit
          of, and include an immunity from suit for infringement of the Thermage Licensed
          Patents and Knowlton-Filed Patents, for any direct or indirect distributor,
          reseller, customer or other user of products or services made, sold, or
          otherwise disposed of by or for Syneron or its Subsidiaries,insofar as
          the inventions, discoveries and information covered by the Thermage Licensed
          Patents or Knowlton-Filed Patents may be practiced in connection with the
          making, having made for Synerons or Synerons Subsidiaries own use,
          sale, lease, loan, or the like, using, offering to sell, selling, importing, or
          otherwise exploiting or disposing of any such product or service, whether alone
          or in combination with any other product, component or service.

3.4        
Syneron Licensed Patents. Except with respect to the Syneron Restricted Field
Patent, Syneron hereby grants and agrees to grant to Thermage and its Subsidiaries a
royalty-free, fully paid-up, worldwide, non-exclusive, irrevocable right and license, with
no right to grant sublicenses under the Syneron Licensed Patents to make, have made for
its own use, sale, lease, loan, or the like, use, import, offer to sell, sell, or
otherwise exploit or dispose of any article of manufacture, product, service, component or
matter, and, associated with any such article of manufacture, product, service, component,
or matter, to practice and have practiced any method, process or procedure within the
Syneron Licensed Patents, solely outside of the Reserved Field.

4

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3.5        
Syneron Restricted Field Patent. Syneron hereby grants and agrees to grant to
Thermage and its Subsidiaries a royalty-free, fully paid-up, worldwide, non-exclusive,
irrevocable right and license, with no right to grant sublicenses, under the Syneron
Restricted Field Patent to make, have made for its own use, sale, lease, loan, or the
like, use, import, offer to sell, sell, or otherwise exploit or dispose of any article of
manufacture, product, service, component or matter, and, associated with any such article
of manufacture, product, service, component, or matter, to practice and have practiced any
method, process or procedure within the Syneron Restricted Field Patent, solely for the
applications within the Licensed Field.

3.6        
Thermage Immunity. The rights and licenses granted to Thermage pursuant to
Sections 3.4 and 3.5 shall inure to the benefit of, and include an immunity from suit
for infringement of the Syneron Licensed Patents and the Syneron Restricted Field Patent,
for any direct or indirect distributor, reseller, customer or other user of products or
services made, sold, or otherwise disposed of by or for Thermage or its Subsidiaries,
insofar as the inventions, discoveries and information covered by the Syneron Licensed
Patents or Syneron Restricted Field Patent may be practiced in connection with the making,
having made for Thermage or Thermages Subsidiaries own use, sale, lease, loan, or
the like, using, offering to sell, selling, importing, or otherwise exploiting or
disposing of any such product or service, whether alone or in combination with any other
product, component or service.

3.7        
Immunity for Existing Products. Each Party (as a Grantor)
agrees, on behalf of itself and its Affiliates, successors and assigns that it will not
bring or maintain any claim or action against the other Party, its Subsidiaries, or any
direct or indirect manufacturer, distributor, reseller, customer or user of any Existing
Product of such other Party or its Subsidiaries (Covered Entity),
alleging that the Covered Entitys making, having made, using, selling, offering to
sell, importing or otherwise exploiting or disposing of any such Existing Product
infringes any Subject Patent.

|4. | PAYMENT
|-- | -------

In
consideration of the rights and license granted under this Agreement, Syneron agrees to
pay Thermage within ten (10) days after the Effective Date a single payment of One
Million Eight Hundred Thousand United States Dollars ($1,800,000). Payment shall be made
by wire transfer to an account designated in writing by Thermage. Such payment shall not
be returnable in any event.

|5. | TERM
AND TERMINATION
|-- | --------------------

The term of this Agreement shall
commence on the Effective Date and shall continue in full force and effect until the later
of (a) expiration, revocation or invalidation of the last patent within the Subject
Patents and (b) abandonment of the last patent application within the Subject
Patents. If the payment required by Section 4 is not timely made, Thermage may, upon ten
(10) days written notice to Syneron, terminate this Agreement in which case, none of its
provisions shall have any further force or effect. Section 2.5 shall have no effect and
shall not be binding on Syneron or any Syneron Released Party in any action or proceeding
arising from, relating to, or based on asserted infringement of any of the Thermage
Licensed Patents or Knowlton-Filed Patents by the making, use, sale, offer for sale,
importation, exploitation, or disposal of devices that are not Monopolar RF Devices and do
not use Capacitive Electrical Coupling. On the tenth anniversary of the Effective Date,
the confidentiality obligations of the parties under Section 7 shall terminate.

5

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|6. | REPRESENTATIONS,
WARRANTIES AND COVENANTS
|-- | -----------------------------------------

6.1        
Thermage Representations, Warranties and Covenants. Thermage represents, warrants
and covenants that (a) Thermage has the full power to enter into this Agreement and
to perform its obligations hereunder; (b) Thermage is the owner of the entire right,
title and interest in and to the Thermage Asserted Patents and the Thermage Scheduled
Patents (subject to the Knowlton License); (c) Thermage has the sole right and
authority to enter into this Agreement and grant the rights, licenses, releases and
immunities granted hereunder, without the need for any licenses, releases, consents,
approvals or immunities not yet granted or obtained; (d) Thermage has not previously
granted and shall not grant any rights in the Thermage Licensed Patents that are
inconsistent with the rights and licenses granted to Syneron herein or that would cause
Syneron or Synerons Subsidiaries not to have a fully paid-up, worldwide,
non-exclusive, right and license under the Thermage Licensed Patents to make, have made
for its own use, sale, lease, loan, or the like, use, import, offer to sell, or sell any
Syneron Existing Product, and to practice any method claimed in any Thermage Licensed
Patents in connection with any Syneron Existing Product; (e) Exhibit C includes all
patents and patent applications within the Thermage Licensed Patents existing as of the
Effective Date; (f) Knowlton was not an inventor of any invention that has been claimed in
U.S. Serial Nos. 10/400,156, 10/400,187, 10/397,976; (g) patents and/or patent
applications that Thermage Controls which claim the benefit of the filing date of an
earlier filed application, but that do not have as a named inventor any of the inventors
named in such earlier filed application, including without limitation, U.S. Serial
Nos. 10/400,156, 10/400,187, 10/397,976, are not entitled to the benefit of the
filing date of the earlier filed application; and (h) none of the Existing Products of
Thermage or its Affiliates utilize Syneron ELOS patented claims. Syneron shall have the
sole remedy for breach of the representation and warranty set forth in Section 6.1(e)
that any patent or patent application not disclosed to Syneron in breach of such
representation and warranty shall automatically be included within the Thermage Licensed
Patents, and Syneron shall have a license thereto pursuant to Section 3 of this Agreement.

6.2        
Syneron Representations, Warranties and Covenants. Syneron represents, warrants and
covenants that (a) Syneron has the full power to enter into this Agreement and to
perform its obligations hereunder; (b) Syneron is the owner of the entire right,
title and interest in and to the Syneron Asserted Patent and the Syneron Scheduled Patents
(subject to the S&N Agreement); (c) Syneron has the sole right and authority to
enter into this Agreement and grant the rights, licenses, releases and immunities granted
hereunder, without the need for any licenses, releases, consents, approvals or immunities
not yet granted or obtained; (d) Syneron has not previously granted and shall not
grant any rights in the Syneron Licensed Patents that are inconsistent with the rights and
licenses granted to Thermage herein or that would cause Thermage or Thermages
Subsidiaries not to have a fully paid-up, worldwide, non-exclusive, right and license
under the Syneron Licensed Patents or the Syneron Reserved Field Patent to make, have made
for its own use, sale, lease, loan, or the like, use, import, offer to sell, or sell any
Thermage Existing Product, and to practice any method claimed in any Syneron Licensed
Patents or the Syneron Reserved Field Patent in connection with any Thermage Existing
Product; (e) Exhibit B includes all patents and patent applications within the
Syneron Licensed Patents and the Syneron Reserved Field Patent existing as of the
Effective Date and that Syneron owns or Controls, in whole or part; and (f) none of the
Existing Products of Syneron or its Affiliates are Monopolar RF Devices or use Capacitive
Electrical Coupling. Thermage shall have the sole remedy for breach of the representation
and warranty set forth in Section 6.2(e) that any patent or patent application not
disclosed to Thermage in breach of such representation and warranty shall automatically be
included within the Syneron Licensed Patents, and Thermage shall have a license thereto
pursuant to Section 3 of this Agreement.

6.3        
Disclaimer.EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTIONS 6.1 and 6.2 OF
THIS AGREEMENT, NO PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR
IMPLIED.

|7. | CONFIDENTIAL
INFORMATION
|-- | ------------------------

Each Party shall keep the material
terms of this Agreement confidential, provided, however, the parties may file and
otherwise disclose the information contained in the mutually agreed-upon, joint press
release concerning the settlement of the Pending Litigation attached hereto as Exhibit
E (the Joint Press Release). Notwithstanding the foregoing, a Party
may disclose such information (a) to the extent it is required to do so by applicable
law, regulation, or rules including without limitation as required by securities laws or
NASD rules to the extent such laws and rules are or become applicable to either Party,
discovery requests, or subpoenas; (b) to legal counsel; (c) to accountants,
banks, financing sources, prospective purchasers, and their advisors; and (d) in
connection with the enforcement of this Agreement or any rights hereunder.

|8. | GENERAL
|-- | -------

8.1        
Notices. Any notice, request, demand or other communication required or permitted
hereunder shall be in writing, shall reference this Agreement and shall be deemed to be
properly given: (a) when delivered personally; (b) when sent by facsimile, with
written confirmation of receipt; (c) five (5) business days after having been
sent by registered or certified mail, return receipt requested, postage prepaid; or
(d) two (2) business days after deposit with a private industry express courier, with
written confirmation of receipt. All notices shall be sent to the address set forth below
(or to such other address or person as may be designated by a Party by giving written
notice to the other Party pursuant to this Section).

6

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|                              |                              
|----------------------------- | -----------------------------
|
|
|
|
|To Thermage:                  | To Syneron:                  
|                              |                              
|Thermage, Inc.                | Syneron Medical Ltd.         
|                              |                              
|25881 Industrial Boulevard    | Industrial Zone              
|                              |                              
|Hayward, CA 94545             | Yokneam Illit, 20601         
|                              |                              
|United States                 | P.O. Box 550                 
|                              |                              
|                              | Israel                       
|                              |                              
|Fax: 510-782-2287             | Fax:                         
|                              |                              
|Attn: Chief Executive Officer | Attn: Chief Executive Officer

8.2        
Governing Law. This Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of the State of California (without giving effect to the
laws, rules or principles thereof regarding conflict of laws); provided, however, that all
questions with respect to validity of any patents or patent applications shall be
determined in accordance with the laws of the respective country in the territory in which
such patents or patent applications shall have been granted or filed, as applicable.

8.3        
Dispute Resolution; Jurisdiction; Service; Enforcement. Any dispute arising out of
or related to this Agreement shall be addressed diligently and in good faith by the
Parties. In the event such dispute cannot be resolved within ten (10) days from the date
on which either Party notified the other Party in writing of such dispute (or such longer
time as agreed upon by the parties), the matter shall be submitted to non-binding
mediation before Judge Infante in a location agreed by the Parties, or failing such
agreement, in San Francisco, California, within thirty (30) days thereof.In the
event that Judge Infante is unavailable, such non-binding mediation shall be held before a
mediator mutually agreed upon by the Parties. The Parties agree that no Party may bring an
action under this Agreement unless the Parties have attended or attempted to attend
mediation in good faith, and such mediation is unsuccessful. Each Party
(a) hereby irrevocably submits itself to and consents to the exclusive jurisdiction
of the United States District Court for the Northern District of California for the
purposes of any action, claim, suit or proceeding in connection with any controversy,
claim or dispute arising out of or relating to this Agreement, and (b) hereby waives,
and agrees not to assert, by way of motion, as a defense or otherwise, in any such action,
claim, suit or proceeding, any claim that it is not personally subject to the jurisdiction
of such court(s), that the action, claim, suit or proceeding is brought in an inconvenient
forum, or that the venue of the action, claim, suit or proceeding is improper.

8.4        
Relationship of Parties. Nothing contained in this Agreement shall be deemed or
construed as creating a joint venture, partnership, agency, employment or fiduciary
relationship between the parties. Neither Syneron nor Thermage, or any of their agents,
have any authority of any kind to bind the other in any respect whatsoever, and the
relationship of the parties is, and at all times shall continue to be, that of independent
contractors.

8.5        
Assignment. This Agreement may not be assigned by either Party without the prior
written consent of the other Party. Notwithstanding the foregoing, such other Partys
consent shall not be required for any assignment to an entity that succeeds to all or
substantially all of the assigning Partys business or assets relating to this
Agreement, whether by sale, merger, operation of law or otherwise. This Agreement shall be
binding upon and shall inure to the benefit of the parties and their respective permitted
successors and assigns.

7

---

---

8.6        
Further Assurances. Each Party agrees to take or cause to be taken such further
actions, and to execute, deliver and file or cause to be executed, delivered and filed
such further documents and instruments, and to obtain such consents, as may be reasonably
required or requested in order to effectuate fully the purposes, terms and conditions of
this Agreement. Neither Party shall assign any of the Subject Patents without making such
assignment subject to the terms of this Agreement, including, without limitation, by
requiring the assignee and its Affiliates to be bound by Section 3 of this Agreement
as a licensor and Grantor.

8.7        
Waiver. A waiver, express or implied, by either Thermage or Syneron of any right
under this Agreement or of any failure to perform or breach hereof by the other Party
hereto shall not constitute or be deemed to be a waiver of any other right hereunder or of
any other failure to perform or breach hereof by such other Party, whether of a similar or
dissimilar nature thereto. Nothing in this Agreement shall be interpreted as a waiver of,
and Syneron, on behalf of itself and its Affiliates, reserves the right to challenge on
any basis the use of any of the Thermage Asserted Patents as prior art to invalidate
claims of patents Controlled by Syneron. Nothing in this Agreement shall be interpreted as
a waiver of, and Thermage, on behalf of itself and its Affiliates, reserves the right to
challenge the use of the Syneron Asserted Patent as prior art to invalidate claims of
patents Controlled by Thermage.

8.8        
Severability. If any provision of this Agreement is unenforceable or invalid under
any applicable law or is so held by applicable courtdecision, such
unenforceability or invalidity shall not render this Agreement unenforceable or invalid as
a whole, and, in such event, such provision shall be changed and interpreted so as to best
accomplish the objectives of the parties within the limits of applicable law or applicable
courtdecision.

8.9        
Force Majeure. In the event any Party hereto is prevented from or delayed in the
performance of any of its obligations hereunder by reason of acts of God, war, strikes,
riots, storms, fires or any other cause whatsoever beyond the reasonable control of the
Party, the Party so prevented or delayed shall be excused from the performance of any such
obligation to the extent and during the period of such prevention or delay.

8.10        
Bankruptcy. All licenses, immunities, releases, agreements not to bring claims and
similar rights granted under or pursuant to this Agreement are, and shall otherwise be
deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights of
intellectual property as defined under Section 101 of the Bankruptcy Code. The
Parties agree that either Party, as licensee of such rights under this Agreement, shall
retain and may fully exercise all of its rights and elections under the Bankruptcy Code in
the event of any bankruptcy or insolvency proceeding of any kind or nature.

8.11        
Cumulative Remedies. The rights and remedies of the parties as set forth in this
Agreement are not exclusive and are in addition to any other rights and remedies now or
hereafter provided by law or at equity.

8.12        
Captions and Headings. The captions and headings used in this Agreement are
inserted for convenience only, do not form a part of this Agreement, and shall not be used
in any way to construe or interpret this Agreement.

8.13        
Construction. This Agreement has been negotiated by the parties and shall be
interpreted fairly in accordance with its terms and without any construction in favor of
or against any Party.

8.14        
Counterparts.This Agreement may be executed (including, without limitation, by
facsimile signature) in one or more counterparts with the same effect as if the parties
had signed the same document. Each counterpart so executed shall be deemed to be an
original, and all such counterparts shall be construed together and shall constitute one
Agreement.

8.15        
No Duty to Enforce or Prosecute. Neither Party, nor any of its Subsidiaries, shall
have any obligation hereunder to institute any action, proceeding, or suit against third
parties for infringement of any of its patents or to defend any action, proceeding, or
suit brought by a third party which challenges or concerns the validity or infringement of
any of its patents. Neither Party, nor any of its Subsidiaries, is required to file or
continue to prosecute any patent application, or to secure any patent or patent rights, or
to maintain any patent in force.

8

---

---

8.16        
Entire Agreement; Amendment. This Agreement, including the Exhibit(s) attached
hereto which are incorporated herein by reference, constitutes the entire understanding
and only agreement between the parties with respect to the subject matter hereof and
supersedes any and all prior or contemporaneous negotiations, representations, agreements
and understandings, written or oral, that the parties may have reached with respect to the
subject matter hereof. No agreements altering or supplementing the terms hereof may be
made except by means of a written document signed by the duly authorized representatives
of each of the parties hereto.

IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives
to execute this Agreement as of the Effective Date.

|
("Thermage")BY: /S/ Stephen J. Fanning
Name:  Stephen J. Fanning
Title: Chief Executive Officer | 
 ("Syneron")BY: /s/ Moshe Mizrahy
Name:  Moshe Mizrahy
Title: CEO
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------

9

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---

# EXHIBIT A

# EXISTING PRODUCTS

# SYNERON EXISTING PRODUCTS

|Platform             | Applicator/s*                    | Technology                      
|-------------------- | -------------------------------- | --------------------------------
|Aurora               | DS                               | Light and bi-polar RF           
|DSA                  | Light and bi-polar RF           
|SR                   | Light and bi-polar RF           
|SRA                  | Light and bi-polar RF           
|AC                   | Light and bi-polar RF           
|Polaris              | WR                               | Laser and bi-polar RF           
|WRDS                 | Laser and bi-polar RF           
|LV                   | Laser and bi-polar RF           
|VL                   | Laser and bi-polar RF           
|DS                   | Laser and bi-polar RF           
|Galaxy               | DS                               | Light and bi-polar RF           
|DSA                  | Light and bi-polar RF           
|SR                   | Light and bi-polar RF           
|SRA                  | Light and bi-polar RF           
|AC                   | Light and bi-polar RF           
|WRDS                 | Laser and bi-polar RF           
|WR                   | Laser and bi-polar RF           
|LV                   | Laser and bi-polar RF           
|VL                   | Laser and bi-polar RF           
|Pitanga/Mini Pitanga | DS                               | Light and bi-polar RF           
|DSA                  | Light and bi-polar RF           
|SR                   | Light and bi-polar RF           
|SRA                  | Light and bi-polar RF           
|AC                   | Light and bi-polar RF           
|Vela/Shaper          | Body                             | IR light, bi-polar RF and vacuum
|Small                | IR light, bi-polar RF and vacuum
|Vela Pro             | Pro                              | bi-polar RF and vacuum          
|Comet                | DS                               | Laser and bi-polar RF           

# THERMAGE EXISTING
PRODUCTS

ThermaCool System, including its
components and accessories. Components and accessories include:

RF generatorsHandpiecesTreatment tips (standard and fast;
shallow, medium, deep; 0.25cm(2), 1cm(2), 1.5cm(2),
3cm(2))
 Cooling modules
 Cryogen canisters
 Return pads
 Coupling fluid
 Skin marking grids
 Table-top mounting systems
 Device carts
 Cables

---

*
Platform may include one or more of the listed applicators.

10

---

---

# EXHIBIT B

# SYNERON SCHEDULED
PATENTS

Exhibit B - Syneron Licensed Patents and Applications

|Title                                                           | Country        | Filing Date | Application No | Patent No  | Grant Date
|--------------------------------------------------------------- | -------------- | ----------- | -------------- | ---------- | ----------
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | U.S.           | 16-Feb-95   | 08/389,924     | 5,569,242  | 29-Oct-96 
|IN VIVO FORMED THERMALLY CONTRACTED COLLAGEN TISSUE             | U.S.           | 18-Sep-00   | 09/664,473     |            |           
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | U.S.           | 15-Feb-05   | 11/058,845     |            |           
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | U.S.           | 21-Apr-05   | No number yet  |            |           
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | Australia      | 5-May-95    | 9524321        | 715173     | 11-May-00 
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | Canada         | 5-May-95    | 2188668        | 2188668    | 19-Jan-99 
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | Germany        | 5-May-95    | 95918355.9     | 69522939.7 | 26-Sep-01 
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | France         | 5-May-95    | 95918355.9     | 0760626    | 26-Sep-01 
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | United Kingdom | 5-May-95    | 95918355.9     | 0760626    | 26-Sep-01 
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | Italy          | 5-May-95    | 95918355.9     | 0760626    | 26-Sep-01 
|METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE    | Japan          | 5-May-95    | 7-529047       |            |           
|ORTHOPAEDIC APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE | EP             | 5-May-95    | 1995000918355  | 0760626    | 26-Sep-01 

11

---

---

# EXHIBIT C

# THERMAGE SCHEDULED
PATENTS

|Country | Application No. Filin Date | Patent No Grant Date | Inventors                                                              | Title                                               | Status 
|------- | -------------------------- | -------------------- | ---------------------------------------------------------------------- | --------------------------------------------------- | -------
|AU      | 2002359840 12/19/2002      |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)             | Filed  
|AU      | 2003302939 3/31/2004       |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY | Filed  
|AU      | 57853/00 6/29/2000         | 770936 6/24/2004     | KNOWLTON, Edward W.                                                    | FLUID DELIVERY APPARATUS                            | Granted
|BR      | PI 0215339-4 12/19/2002    |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)             | Filed  
|BR      | PI 0403032-0 3/31/2004     |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY | Filed  
|CA      | 2,376,879 6/29/2000        |                      | KNOWLTON, Edward W.                                                    | FLUID DELIVERY APPARATUS                            | Filed  
|CA      | 2,471,783 12/19/2002       |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)             | Filed  
|CA      | 2,474,891 3/31/2004        |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY | Filed  
|CN      | UNKNOWN 12/19/2002         |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)             | Filed  
|CN      | UNKNOWN 3/31/2004          |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY | Filed  
|EP      | 96914574.7 5/3/1996        |                      | KNOWLTON, Edward W.                                                    | APPARATUS FOR SKIN RESURFACING                      | Filed  
|EP      | 04075012.7 5/3/1996        |                      | KNOWLTON, Edward W.                                                    | APPARATUS FOR SKIN RESURFACING                      | Filed  
|EP      | 00943376.4 6/29/2000       |                      | KNOWLTON, Edward W.                                                    | FLUID DELIVERY APPARATUS                            | Filed  
|EP      | 02794404.0 12/19/2002      |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)             | Filed  
|EP      | UNKNOWN 3/31/2004          |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY | Filed  
|IN      | 1731/DELNP/2004 12/19/2002 |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)             | Filed  

12

---

---

|Country | Application No. Filin Date | Patent No Grant Date | Inventors                                                              | Title                                                                                             | Status
|------- | -------------------------- | -------------------- | ---------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------
|IN      | 2026/DELNP/2004 3/31/2004  |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY                                               | Filed 
|JP      | 8-533545 5/3/1996          |                      | KNOWLTON, Edward W.                                                    | APPARATUS FOR SKIN RESURFACING                                                                    | Filed 
|JP      | 9-525330 1/2/1997          |                      | KNOWLTON, Edward W.                                                    | METHOD FOR SCAR COLLAGEN FORMATION AND CONTRACTION                                                | Filed 
|JP      | 2001-505976 6/29/2000      |                      | KNOWLTON, Edward W.                                                    | FLUID DELIVERY APPARATUS                                                                          | Filed 
|JP      | 2003-554027 12/19/2002     |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)                                                           | Filed 
|JP      | UNKNOWN 3/31/2004          |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY                                               | Filed 
|KR      | 10-2004-7009780 12/19/2002 |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)                                                           | Filed 
|KR      | 10-2004-7012358 3/31/2004  |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY                                               | Filed 
|US      | 10/404,971 3/31/2003       |                      | KNOWLTON, Edward W.; WEBER, Bryan; LEVINSON, Mitchell                  | METHOD FOR CREATING TISSUE EFFECT UTILIZING ELECTROMAGNETIC ENERGY AND A REVERSE THERMAL GRADIENT | Filed 
|US      | 10/404,250 3/31/2003       |                      | KNOWLTON, Edward W.; WEBER, Bryan; LEVINSON, Mitchell                  | TREATMENT APPARATUS WITH ELECTROMAGNETIC ENERGY DELIVERY DEVICE AND NON-VOLATILE MEMORY           | Filed 
|US      | 10/404,414 3/31/2003       |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY                                               | Filed 
|US      | 10/447,187 5/27/2003       |                      | KNOWLTON, Edward W.; LEVINSON, Mitchell; Karl Pope                     | METHOD FOR TREATING SKIN AND UNDERLYING TISSUE                                                    | Filed 
|US      | 10/783,974 2/20/2004       |                      | KNOWLTON, Edward W.                                                    | FLUID DELIVERY APPARATUS                                                                          | Filed 



---

---

|Country | Application No. Filin Date | Patent No Grant Date | Inventors                                                              | Title                                                                                                 | Status 
|------- | -------------------------- | -------------------- | ---------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | -------
|US      | 10/404,413 3/31/2003       |                      | KNOWLTON, Edward W.; WEBER, Bryan; LEVINSON, Mitchell                  | METHODS FOR CREATING TISSUE EFFECT UTILIZING ELECTROMAGNETIC ENERGY AND A REVERSE THERMAL GRADIENT    | Filed  
|US      | 10/404,883 3/31/2003       |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY                                                   | Filed  
|US      | 08/435,544 5/5/1995        | 5,660,836 8/26/1997  | KNOWLTON, Edward W.                                                    | METHOD AND APPARATUS FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE                                    | Granted
|US      | 08/435,822 5/5/1995        | 5,755,753 5/26/1998  | KNOWLTON, Edward W.                                                    | METHOD FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE                                                  | Granted
|US      | 08/794,003 2/3/1997        | 5,871,524 2/16/1999  | KNOWLTON, Edward W.                                                    | APPARATUS FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE                                               | Granted
|US      | 08/914,681 8/19/1997       | 5,919,219 7/6/1999   | KNOWLTON, Edward W.                                                    | METHOD FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE USING RF ENERGY                                  | Granted
|US      | 08/958,305 10/28/1997      | 5,948,011 9/7/1999   | KNOWLTON, Edward W.                                                    | METHOD FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE VIA NON-CONTINUOUS ENERGY DELIVERY               | Granted
|US      | 08/583,815 1/5/1996        | 6,241,753 6/5/2001   | KNOWLTON, Edward W.                                                    | METHOD FOR SCAR COLLAGEN FORMATION AND CONTRACTION                                                    | Granted
|US      | 09/379,555 8/23/1999       | 6,311,090 10/30/2001 | KNOWLTON, Edward W.                                                    | METHOD AND APPARATUS FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE                                    | Granted
|US      | 09/337,015 6/30/1999       | 6,350,276 2/26/2002  | KNOWLTON, Edward W.                                                    | TISSUE REMODELING APPARATUS CONTAINING COOLING FLUID                                                  | Granted
|US      | 08/990,494 12/15/1997      | 6,377,854 4/23/2002  | KNOWLTON, Edward W.                                                    | METHOD FOR CONTROLLED CONTRACTION OF COLLAGEN IN FIBROUS SEPTAE IN SUBCUTANEOUS FAT LAYERS            | Granted
|US      | 09/003,098 1/6/1998        | 6,377,855 4/23/2002  | KNOWLTON, Edward W.                                                    | METHOD AND APPARATUS FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE                                    | Granted
|US      | 09/003,120 1/6/1998        | 6,381,497 4/30/2002  | KNOWLTON, Edward W.                                                    | METHOD FOR SMOOTHING CONTOUR IRREGULARITY OF SKIN SURFACE BYCONTROLLED CONTRACTION OF COLLAGEN TISSUE | Granted



---

---

|Country | Application No. Filin Date | Patent No Grant Date | Inventors                                                              | Title                                                                                             | Status  
|------- | -------------------------- | -------------------- | ---------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | --------
|US      | 09/003,423 1/6/1998        | 6,381,498 4/30/2002  | KNOWLTON, Edward W.                                                    | METHOD AND APPARATUS FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE                                | Granted 
|US      | 08/635,202 4/17/1996       | 6,387,380 5/14/2002  | KNOWLTON, Edward W.                                                    | APPARATUS FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE                                           | Granted 
|US      | 09/343,943 6/30/1999       | 6,405,090 6/11/2002  | KNOWLTON, Edward W.                                                    | METHOD AND APPAPRATUS FOR TIGHTENING SKIN BY CONTROLLED CONTRACTION OF COLLAGEN TISSUE            | Granted 
|US      | 08/942,274 9/30/1997       | 6,425,912 7/30/2002  | KNOWLTON, Edward W.                                                    | METHOD AND APPARATUS FOR MODIFYING SKIN SURFACE AND SOFT TISSUE STRUCTURE                         | Granted 
|US      | 08/827,237 3/28/1997       | 6,430,446 8/6/2002   | KNOWLTON, Edward W.                                                    | APPARATUS FOR TISSUE REMODELING                                                                   | Granted 
|US      | 09/003,180 1/5/1998        | 6,438,424 8/20/2002  | KNOWLTON, Edward W.                                                    | APPARATUS FOR TISSUE REMODELING                                                                   | Granted 
|US      | 09/399,455 9/17/1999       | 6,453,202 9/17/2002  | KNOWLTON, Edward W.                                                    | METHOD AND APPARATUS FOR CONTROLLED CONTRACTION OF COLLAGEN TISSUE                                | Granted 
|US      | 08/825,445 3/28/1997       | 6,461,378 10/8/2002  | KNOWLTON, Edward W.                                                    | APPARATUS FOR SMOOTHING CONTOUR IRREGULARITIES OF SKIN SURFACE                                    | Granted 
|US      | 08/825,443 3/28/1997       | 6,470,216 10/22/2002 | KNOWLTON, Edward W.                                                    | METHOD FOR TISSUE REMODELING                                                                      | Granted 
|US      | 10/026,870 12/20/2001      | 6,749,624 6/15/2004  | KNOWLTON, Edward W.                                                    | FLUID DELIVERY APPARATUS                                                                          | Granted 
|WO      | PCT/US04/10134 3/31/2004   |                      | KNOWLTON, Edward W.; WEBER, Bryan; LEVINSON, Mitchell                  | METHOD FOR CREATING TISSUE EFFECT UTILIZING ELECTROMAGNETIC ENERGY AND A REVERSE THERMAL GRADIENT | Filed   
|WO      | PCT/US04/10129 3/31/2004   |                      | KNOWLTON, Edward W.; WEBER, Bryan; LEVINSON, Mitchell                  | TREATMENT APPARATUS WITH ELECTROMAGNETIC ENERGY DELIVERY DEVICE AND NON-VOLATILE MEMORY           | Filed   
|WO      | PCT/US04/10140 3/31/2004   |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY                                               | Filed   
|WO      | PCT/US04/16593 5/25/2004   |                      | KNOWLTON, Edward W.; LEVINSON, Mitchell; Karl Pope                     | METHOD FOR TREATING SKIN AND UNDERLYING TISSUE                                                    | Filed   
|WO      | PCT/US02/41315 12/19/2002  |                      | KNOWLTON, Edward W.                                                    | LIQUID COOLED RF HANDPIECE (AS AMENDED)                                                           | Inactive
|WO      | PCT/US04/10132 3/31/2004   |                      | KNOWLTON, Edward W.; WEBER, Bryan; LEVINSON, Mitchell                  | METHODS FOR CREATING TISSUE EFFECT UTILIZING ELECTROMAGNETICENERGY AND A REVERSE THERMAL GRADIENT | Filed   
|WO      | PCT/US04/09794 3/31/2004   |                      | KNOWLTON, Edward W.; STERN, Roger A.; WEBER, Bryan; LEVINSON, Mitchell | HANDPIECE WITH RF ELECTRODE AND NON-VOLATILE MEMORY                                               | Filed   



---

---

# EXHIBIT D

# DISMISSAL

SCOTT BURESH (BAR NO.70319)RAMON M. GONZALES (BAR NO. 220891)BURESH, KAPLAN, JANG & FELLER2298 Durant Avenue Berkeley, CA 94704Telephone: (510) 548-7474; Facsimile: (510) 548-7488 rgonzalez@bkjf.comJ. ROBERT CHAMBERS (Pro Hac Vice)
THEODORE R. REMAKLUS (Pro Hac Vice)
BEVERLY A. LYMAN (Pro Hac Vice)
P. ANDREW BLATT (Pro Hac Vice)
WOOD, HERRON & EVANS, LLP
2700 Carew Tower 441 Vine Street
Cincinnati, OH 45202-2917 
Telephone: (513) 241-2324; Facsimile: (513) 241-7269
bchambers@whepatent.com 
Attorneys for Plaintiff/Counterdefendant THERMAGE, INC.

CHARLES S. BARQUIST (SBN 133785)
ANTHONY L. PRESS (SBN 125027)
MORRISON & FOERSTER LLP
555 West Fifth Street, Suite 3500
Los Angeles, California 90013-1024
Telephone: (213) 892-5200; Facsimile: (213) 892-5454 
apress@mofo.com
JILL D. NEIMAN (SBN 164702)
MORRISON & FOERSTER LLP
425 Market Street
San Francisco, California 94105-2482 
Telephone: (415) 268-7000; Facsimile: (415) 268-7522 
jneiman@mofo.com 
Attorneys for Defendants/Counterclaimants 
SYNERON MEDICAL LTD. and SYNERON INC

# UNITED STATES DISTRICT
COURTNORTHERN DISTRICT OF CALIFORNIASAN FRANCISCO DIVISION

|THERMAGE, INC.,           
         Plaintiff,
                          
         v.               
SYNERON MEDICAL LTD. and  
SYNERON INC.,
         Defendants.
AND RELATED COUNTERCLAIMS | Case No.      C-04-2995-CRB
JOINT STIPULATION AND [PROPOSED] ORDER
REGARDING DISMISSAL WITH PREJUDICE
Honorable Charles R. Breyer
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------

13

---

---

Pursuant
to Federal Rule of Civil Procedure 41(a)(1)(ii), Plaintiff and Counterdefendant Thermage,
Inc. (Thermage) and Defendants and Counterclaimants Syneron Medical Ltd. and
Syneron Inc. (collectively, Syneron), through their respective counsel of
record, hereby jointly stipulate to the dismissal with prejudice of this entire action as
follows:

1.    
          Thermages claims regarding the alleged infringement of U.S. Patent Nos.
          5,755,753, 5,919,219, 5,948,011, 6,405,090, 6,377,855 and 6,749,624 are
          dismissed with prejudice in their entirety;

2.    
          Synerons counterclaims regarding the alleged noninfringement and
          invalidity of U.S. Patent Nos. 5,755,753, 5,919,219, 5,948,011, 6,405,090,
          6,377,855 and 6,749,624 and Synerons counterclaim regarding the alleged
          unenforceability of U.S. Patent No. 6,749,624 are dismissed with prejudice in
          their entirety;

3.    
          Synerons counterclaim regarding the alleged infringement of U.S. Patent
          No. 5,569,242 is dismissed with prejudice in its entirety;

4.       
          Thermages counterclaim-in-reply regarding the alleged noninfringement,
          invalidity and unenforceability of U.S. Patent No. 5,569,242 is dismissed with
          prejudice in its entirety;

5.       
          Each party shall bear its own attorneys fees and costs relating to this
          action.

6.    
          The parties respectfully request that the Court enter the Order attached hereto.

SO
STIPULATED:

|Dated:   June ___, 2005 |  | WOOD, HERRON & EVANS, LLPBY: 
J. Robert ChambersAttorneys for Plaintiff/CounterdefendantTHERMAGE, INC.
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------

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|Dated:   June ___, 2005 |  | MORRISON & FOERSTER LLPBY: 
Jill D. NeimanAttorneys for Defendants/CounterclaimantsSYNERON MEDICAL LTD. and SYNERON INC.
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------

I
hereby attest that I have on file all holograph signatures for any signatures indicated by
a conformed signature (/S/) within this e-filed document.

|Dated:   June ___, 2005 |  | MORRISON & FOERSTER LLPBY: 
Jill D. Neiman
|----------------------- |  | --------------------------------------------------------

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# [PROPOSED] ORDER

PURSUANT
TO THE STIPULATION OF THE PARTIES, IT HEREBY ORDERED THAT this entire action is dismissed
with prejudice as follows:

1.    
          Thermages claims regarding the alleged infringement of U.S. Patent Nos.
          5,755,753, 5,919,219, 5,948,011, 6,405,090, 6,377,855 and 6,749,624 are
          dismissed with prejudice in their entirety;

2.    
          Synerons counterclaims regarding the alleged noninfringement and
          invalidity of U.S. Patent Nos. 5,755,753, 5,919,219, 5,948,011, 6,405,090,
          6,377,855 and 6,749,624 and Synerons counterclaim regarding the alleged
          unenforceability of U.S. Patent No. 6,749,624 are dismissed with prejudice in
          their entirety;

3.    
          Synerons counterclaim regarding the alleged infringement of U.S. Patent
          No. 5,569,242 is dismissed with prejudice in its entirety;

4.    
          Thermages counterclaim-in-reply regarding the alleged noninfringement,
          invalidity and unenforceability of U.S. Patent No. 5,569,242 is dismissed with
          prejudice in its entirety;

5.    
          Each party shall bear its own attorneys fees and costs.

|Dated: ________________ |  | 
Charles R. BreyerUnited States District Judge
|----------------------- |  | ------------------------------------------------------------

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# EXHIBIT E

# JOINT PRESS RELEASE

News Release

# Thermage and Syneron
Resolve Patent Litigation

HAYWARD, Calif., YOKNEAM, Israel and
TORONTO, Canada  [DATE], 2005  Thermage and Syneron today announced that they
have reached an agreement, resolving lawsuits that claimed Syneron infringed certain
patents held by Thermage and that Thermage infringed a patent held by Syneron.

The Thermage lawsuit, originally
filed on July 23, 2004 in the U.S. District Court for the Northern District of California,
sought damages and injunctive relief for infringement of six Thermage patents that
Thermage alleged were infringed by Synerons systems for non-invasively treating
skin. The Thermage patents asserted in the lawsuit were U.S. Patent No. 6,749,624, (the
624 patent), which claims methods and devices for treating skin using either light
or radiofrequency (RF) energy or both, as well as five additional patents added in a
subsequent filing by Thermage on December 3, 2004, which relate to methods and devices for
tightening skin and achieving other beneficial improvements in skin and tissue structures,
all without damaging the skin surface.

Syneron subsequently filed a patent
infringement counterclaim against Thermage, alleging that Thermage infringed U.S. Patent
No. 5,569,242, (the 242 patent) which Syneron had recently acquired. The
counterclaim, filed on January 10, 2005, was added to the patent litigation between
Thermage and Syneron then pending in the Northern District of California. The 242
patent covers methods for controlled contraction of collagen using radiofrequency energy.
Synerons counterclaim alleged that the methods performed by Thermages
ThermaCoolTM product infringe the 242 patent, and sought damages and
injunctive relief for infringement by Thermage.

# Terms of the Settlement

As a result of the settlement,
Thermage and Syneron have granted each other a non-exclusive paid-up license under their
patents in suit and related patents. In addition, Syneron paid Thermage a one-time
undisclosed sum. Thermage excluded from this license any rights to utilize monopolar RF
and capacitive electrical coupling. Syneron excluded from this license any patents related
to its proprietary Electro-Optical Synergy (ELOSTM ) technology. Both parties
admitted validity of all patents in the litigation, but neither admitted any wrongdoing or
liability. Additional terms of the settlement remain confidential.

Moshe Mizrahy, Chief Executive
Officer of Syneron Medical said, We are extremely pleased to have resolved our
litigation with Thermage and to have obtained a license to Thermages patents while
protecting the exclusivity of our proprietary ELOSTMtechnology. Syneron is the
only company in the world that makes aesthetic medical devices that combine light and RF
energy, and we will continue to innovate and to develop new products using this
technology.

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Stephen J. Fanning, President and CEO
of Thermage said, We are pleased we were able to reach an amicable settlement while
protecting our propriety position in monopolar and capacitive technology, the two key
components proven to create deep, uniform volumetric heating and unique clinical effects.
Thermage has invested more than nine years and $38 million to develop and validate its
unique RF technology and to create a strong patent portfolio for its inventions. We will
continue to invest in the scientific research needed to develop new, non-invasive
aesthetic products and procedures.

# About Thermage

Thermage is a leading medical device
company that develops innovative non-invasive aesthetic technologies, including its
patented capacitive radiofrequency device, to achieve a desired cosmetic or therapeutic
effect on and under the skin surface. Its flagship product, the ThermaCool system, is
currently installed in more than 2000 dermatology, plastic surgery and other cosmetic
specialty practices worldwide. Founded in 1996, the privately held Companys
headquarters are located in Hayward, California, proximate to the San Francisco Bay Area
and the Silicon Valley.

Additional information about Thermage
and its pioneering non-invasive skin tightening and contouring procedure using its
proprietary radiofrequency technology is available at www.thermage.com.

# About Syneron

Syneron Medical Ltd. (NASDAQ: ELOS)
manufactures and distributes medical aesthetic devices that are powered by the
proprietary, patented ELOSTM combined-energy technology of Bi-Polar Radio
Frequency and Light. The Companys innovative ELOSTMtechnology provides
the foundation for highly effective, safe and cost-effective systems that enable
physicians to provide advanced solutions for a broad range of medical-aesthetic
applications including hair removal, wrinkle reduction, rejuvenating the skins
appearance through the treatment of superficial benign vascular and pigmented lesions, and
the treatment of acne, leg veins and cellulite. Founded in 2000, the corporate, R&D,
and manufacturing headquarters for Syneron Medical Ltd. is located in Israel. Syneron has
offices and distributors throughout the world, including North American Headquarters in
Canada, European Headquarters in Germany, and Asia-Pacific Headquarters in Hong Kong,
which provide sales, service and support. Additional information can be found at
www.syneron.com.

For more information, contact:

|                  |                  
|----------------- | -----------------
|
|
|
|
|Thermage          | Syneron          
|(XXX)XXX-XXXX; or | (XXX)XXX-XXXX; or
|XXXX@XXXX.com     | XXXX@XXXX.com    
|                  |                  

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