Patent License and Settlement Agreement



 Exhibit 10.8 
 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. 
 1.5 “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, divisional, 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, divisional, 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. 
 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 divisional 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 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. 







 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 he 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, on-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 Patents 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, nonexclusive, 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. 
 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 so 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 she 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 front 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. 
 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 Potent 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 arc 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). 
  

			
	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 then (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. 
 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 court decision, 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 court decision. 
 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 she 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 Patty, 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 patens application, or to secure any patent or patent rights, or to maintain any patent in force. 
 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”)	 		 	(“Syneron”)
					
	By:	 	 /s/ Stephen J. Fanning
	 		 	By:	 	 /s/ Moshe Mizrahy

	Name:	 	Stephen J. Fanning	 		 	Name:	 	Moshe Mizrahy
	Title:	 	Chief Executive Officer	 		 	Title:	 	CEO








 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	  	Light and bi-polar RF
		  	WRDS	  	Light and bi-polar RF
		  	LV	  	Light and bi-polar RF
		  	VL	  	Light and bi-polar RF
		  	DS	  	Light 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	  	Light and bi-polar RF
		  	WR	  	Light and bi-polar RF
		  	LV	  	Light and bi-polar RF
		  	VL	  	Light 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 generators 

Handpieces 
 Treatment tips (standard and fast; shallow, medium, deep;
0.25cm2, 1cm2, 1.5cm2, 3cm2) 
 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. 








 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-05	  	9524321	  	715173	  	11-May-00
						
	 METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE
	  	Canada	  	5-May-05	  	2188668	  	2188668	  	19-Jan-99
						
	 METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE
	  	Germany	  	5-May-05	  	95918355.9	  	69522939.7	  	26-Sep-01
						
	 METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE
	  	France	  	5-May-05	  	95918355.9	  	0760626	  	26-Sep-01
						
	 METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE
	  	United
Kingdom	  	5-May-05	  	95918355.9	  	0760626	  	26-Sep-01
						
	 METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE
	  	Italy	  	5-May-05	  	95918355.9	  	0760626	  	26-Sep-01
						
	 METHOD & APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE
	  	Japan	  	5-May-05	  	7-529047	  		  	
						
	 ORTHOPAEDIC APPARATUS FOR CONTROLLED CONTRACTION OF SOFT TISSUE
	  	EP	  	5-May-05	  	1995000918355	  	0760626	  	26-Sep-01








 EXHIBIT C 
 THERMAGE SCHEDULED PATENTS 
  

											
	 Country
	  	Application No.
Filing 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
						
	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









											
	 Country
	  	Application No.
Filing Date	  	Patent No
Grant Date	  	 Inventors
	  	 Title
	  	 Status

						
	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
						
	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









											
	 Country
	  	Application No.
Filing Date	  	Patent No
Grant Date	  	 Inventors
	  	 Title
	  	 Status

						
	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
						
	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









											
	 Country
	  	Application No.
Filing Date	  	Patent No
Grant Date	  	 Inventors
	  	 Title
	  	 Status

						
	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 







 EXHIBIT D 
 SCOTT BURESH (BAR NO. 70319) 
 RAMON M. GONZALES (BAR NO. 220891) 
 BURESH, KAPLAN, JANG & FELLER 
 2298 Durum Avenue 
 Berkeley, CA 94704 
 Telephone: (510) 548-7474; Facsimile; (510) 548-7488 
 rgonzalez@bkjf.com 
 J. 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 
 72700 Carew Tower 
 441 Vine
Street 
 Cincinnati, OH 45202-2917 
 Telephone:
(513) 241-2324; Facsimile: (513) 241-7269 
 bchambcrs@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 COURT 
 NORTHERN DISTRICT OF CALIFORNIA 
 SAN FRANCISCO DIVISION 
  

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

	 AND RELATED COUNTER CLAIMS
	  	

 STIPULATED DISMISSAL AND
[PROPOSED] ORDER 
 CASE NO. C-04-2995-CRB








 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
unenforceabilily 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, LLP
			
		 	By:	 	  

		 		 	J. Robert Chambers
			
		 		 	Attorneys for Plaintiff/Counterdefendant
		 		 	THERMAGE, INC.

 STIPULATED DISMISSAL AND
[PROPOSED] ORDER 
 CASE NO. C-04-2995-CRB









					
	Dated: June     , 2005	 	MORRISON & FOERSTER LLP
			
		 	By:	 	  

		 		 	Jill D. Neiman
			
		 		 	Attorneys for Defendants/Counterclaimants
		 		 	SYNERON 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 LLP
			
		 	By:	 	  

		 		 	Jill D. Neiman

 STIPULATED DISMISSAL AND
[PROPOSED] ORDER 
 CASE NO. C-04-2995-CRB








 [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 unenforceabilily 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. 125,569,242 is dismissed with prejudice in its entirety;

 4. Thermage’s counterclaim-in-reply regarding the alleged noninfringement, invalidity and unenforceabilily 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. Breyer
	United States District Judge


 STIPULATED DISMISSAL AND
[PROPOSED] ORDER 
 CASE NO. C-04-2995-CRB








 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 (R.F) energy or both, as well as five additional patents added in a subsequent filing by
Thermage on December 3, 2004, which rotate 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 oilier 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 ELOSTM technology. 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.” 
 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 tinder 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 ELOSTM technology provides the foundation for highly effective, safe and cost-effective systems that enable physicians to provide advanced solution 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