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

        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.

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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.

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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.

         2.1          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:

        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.

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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.

         3.1          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.

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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.

        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.

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.

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         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