Exhibit 10.1
 
 **
    
    Information marked as redacted** has been omitted pursuant to a request for confidential
treatment and has been filed with the Securities and Exchange Commission. CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT
  Synergetics USA, Inc. v. Alcon
Laboratories, Inc. and Alcon, Inc. Alcon Research, Ltd. v.
Synergetics USA, Inc. and Synergetics, Inc.
   CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 1 of 24




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I. Definitions
 1.0.
 1.1 Affiliate
 1.2 ALCON Products
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 2 of 24




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1.3 SYNERGETICS Products
 1.4 Commercially available to end users
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 3 of 24




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1.5 Licensed ALCON Patents [redacted ** ],
 1.6 Licensed SYNERGETICS Patents [redacted**],
 1.7 Supply Agreement
 1.8 Valid Claim
 
 **
    
    This information has been omitted pursuant to a request for confidential treatment and has
been filed separately with the Securities and Exchange Commission. CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 4 of 24




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II. Release and Dismissal of the Litigation
 2.1. Dismissal
 2.2 Mutual Release.
    CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 5 of 24




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CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 6 of 24




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2.3 Global Scope
 2.4 Express Reservation of Rights
 2.5 Confidential and Highly Confidential Discovery Material.
 III. Covenants Not to Sue, Cross-Licenses and Enforcement
 3.1 ALCONs Covenant Not to Sue
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 7 of 24




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3.2 SYNERGETICSs Covenant Not to Sue
 3.3 License to SYNERGETICS
 3.4 License to ALCON
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 8 of 24




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[redacted ** ] [redacted**] [redacted**]
 3.5 No Patent Assignment
 
 **
    
    This information has been omitted pursuant to a request for confidential treatment and has
been filed separately with the Securities and Exchange Commission. CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 9 of 24




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3.6 Enforcement
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 10 of 24




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IV. Consideration
 4.1 ALCONs Payment
 [redacted ** ]
 4.2 Supply Agreement.
 4.3 Other Consideration
 
 **
    
    This information has been omitted pursuant
to a request for confidential treatment and has been filed separately with the
Securities and Exchange Commission. CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 11 of 24




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V. Representations and Warranties
 5.1 SYNERGETICS Representations and Warranties
 5.2 ALCON Representations and Warranties
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 12 of 24




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5.3 Indemnification for Breach of Representations and Warranties
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 13 of 24




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5.4 Assurance of Cooperation to Implement Agreement
 VI. Term and Termination
 6.1 Term
 6.2 Termination
 6.3 Bankruptcy.
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 14 of 24




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6.4 Survival
 VII. Future Dispute Resolution
 7.1. CEO Discussions
 7.2. Mediation
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 15 of 24




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7.3.
 7.4
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 16 of 24




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7.5
 VIII. Miscellaneous Provisions
 8.1 Entire Agreement, Modification, Waiver
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 17 of 24




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8.2 Notices
  
  
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 18 of 24




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8.3 Confidentiality
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 19 of 24




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8.4 No Admissions By The Parties
    8.5 No Construction Against Any Party
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 20 of 24




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8.6 No Assignment of Agreement
 8.7 Applicable Law
 8.8 Counterparts
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 21 of 24




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8.9 No Third-Party Beneficiaries
 8.10 Headings
 8.11 Non-Agency
 8.12 Severability
 8.13 Costs
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 22 of 24




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SIGNATURE PAGE FOLLOWS
 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 23 of 24




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IN WITNESS WHEREOF
 SYNERGETICS USA INC.By:
    /s/ Robert H. DickName:
    Robert H. DickTitle:
    Chairman of the BoardDated:
    this __ day of April, 2010ALCON, INC.By:
    /s/ Joanne BeckName:
    Joanne BeckTitle:
    General ManagerDated:
    this 22 day of April, 2010By:
    /s/ Stefan BaslerName:
    Stefan BaslerTitle:
    Attorney-in-FactDated:
    this 22 day of April, 2010ALCON LABORATORIES, INC.By:
    /s/ Stewart RaetzmanName:
    Stewart RaetzmanTitle:
    Area President US, and V.P. Global MarketingDated:
    this 23 day of April, 2010ALCON RESEARCH, LTD.By:
    /s/ Elaine E. Whitbeck           .Name:
    Elaine E. WhitbeckTitle:
    Senior VP, Chief Legal Officer, General Counsel and Corporate SecretaryDated:
    this 22 day of April, 2010 CONFIDENTIAL SETTLEMENT AND LICENSE AGREEMENT 
ALCON AND SYNERGETICS
    
    Page 24 of 24




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Exhibit A
 Stipulated Dismissal (New York Litigation)
 UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
 ::SYNERGETICS USA, INC.,
    ::
    
    Case No. 08-CV-3669 (DLC)Plaintiff,
    ::v.
    :
    
    STIPULATION OF VOLUNTARY:
    
    DISMISSAL WITH PREJUDICEALCON LABORATORIES, INC. and
    :
    
    PURSUANT TO FED. R. CIV. P. 41ALCON, INC.
    ::Defendants.
    ::
 prejudice
 STIPULATED AND AGREED
 HANLY CONROY BIERSTEIN SHERIDAN
FISHER & HAYES LLP
    
    
    
    MORGAN, LEWIS & BOCKIUS LLPAttorneys for Plaintiff
    
    
    
    Attorneys for DefendantsBY:
    
    
    
    
    
    BY:Paul J. Hanly, Jr., Esquire
    
    
    
    
    
    J. Gordon Cooney, Jr., EsquireSIMMONS COOPER LLCBY:Derek Y. Brandt, Esquire




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CERTIFICATE OF SERVICE
  
 
 Counsel for Plaintiff
 /s/ Heather FuentesHeather Fuentes




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Exhibit B
 Stipulated Dismissal (Fort Worth Litigation)
 IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
 ALCON RESEARCH, LTD.
    
    ))Plaintiff, and
    
    )Counterclaim-Defendant
    
    ))ALCON LABORATORIES, INC., and
    
    )ALCON, INC.,
    
    )
    
    
    CIVIL ACTION)
    
    
    No. 4:08-cv-00609-YPlaintiffs,
    
    )v.
    
    ))SYNERGETICS USA, INC., and
    
    )
    
    
    JURY TRIAL DEMANDEDSYNERGETICS, INC.,
    
    ))Defendants and
    
    )Counterclaim-Plaintiffs.
    
    )
 STIPULATION OF VOLUNTARY DISMISSAL WITH PREJUDICE
 prejudice




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STIPULATED AND AGREED TO:
 Dated:AlconBy Counsel:Hunton & Williams LLPStephen S. MarisState Bar No. 12986400Hunton & Williams LLP1445 Ross Avenue, Suite 3700Dallas, Texas 75202-2799(T) (204) 979-3000(F) (214) 880-0011smaris@hunton.comBrian M. Buroker (pro hac vice)Hunton & Williams LLP1900 K Street, N.W., Suite 1200Washington, D.C. 20006(T) (202) 955-1500(F) (202) 778-2201bburoker@hunton.comATTORNEYS FOR ALCON RESEARCH,LTD., ALCON LABORATORIES, INC.,AND ALCON, INC.




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Dated:SynergeticsBy Counsel:John BoothPeter V. SchroederDavid L. JoersBOOTH ALBANESI SCHROEDER LLC1601 Elm StreetSuite 1950Dallas, TX 75201-4744(T) (214) 220-0444(F) (214) 220-0445Email: jbooth@ipoftexas.compschroeder@ipoftexas.comdjoers@ipoftexas.comNicolas B. Clifford, Jr. (pro hac vice)Michael H. Longmeyer (pro hac vice)ARMSTRONG TEASDALE LLPOne Metropolitan Square, Suite 2600(T) (314) 621-5070(F) (314) 621-5065E-mail: nclifford@armstrongteasdale.commlongmeyer@armstrongteasdale.comATTORNEYS FOR SYNERGETICS USA,INC. AND SYNERGETICS, INC.




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Exhibit C
 Supply Agreement
 [Filed as Exhibit 10.2 to the Form 10-Q for the period ended April 30, 2010]




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Exhibit D
 SYNERGETICS Press Release
 Synergetics USA Enters Into A Settlement And License Agreement With Alcon
    About Synergetics USA, Inc.