Termination of the Lawsuits. (a) Within one (1) business day of Syneron’s payment in full to Palomar of the Thirty One Million U.S. Dollars ($US31,000,000) due pursuant to Section 3.1(a) of the Professional Field Patent License Agreement (the “Upfront Fee”), Palomar’s counsel shall file both executed Stipulated Orders of Dismissal with the District of Massachusetts. No other Party or their counsel shall file the Stipulated Orders of Dismissal with any court. The Parties shall perform all acts necessary to facilitate each appropriate court’s prompt approval and entry of both Stipulated Orders of Dismissal, including executing and filing with such court any other appropriate documents. If for any reason the court does not approve a Stipulated Order of Dismissal and enter the same as orders of such court, the Parties shall promptly confer in good faith to modify the same or take such other actions as are required to overcome such court’s objections and effectuate such dismissals. The entry of both Stipulated Orders of Dismissal as orders of the court is an express condition to the effectiveness of this Agreement and the Patent License Agreements, provided that, for clarity, Syneron has paid the Upfront Fee.
Termination of the Lawsuits. The Parties shall execute, or cause their attorneys of record in the Lawsuits to execute, the Consent Judgments, copies of which have been provided to the Parties and to their respective counsel. Within two (2) business days of Cutera’s payment in full to Palomar of the aggregate amount due pursuant to Section 3(a) of this Agreement and the aggregate amount due pursuant to Section 4.2 of the Patent License Agreement, Palomar’s counsel shall file such executed Consent Judgments with the District of Massachusetts. Upon the entry of such Consent Judgments by the court, but not before, Palomar’s counsel shall file such executed Stipulated Dismissals With Prejudice with the District of Delaware and the Northern District of California. No other Party or their counsel shall file the Consent Judgments or the Stipulations of Dismissal With Prejudice with any court. The Parties shall perform all acts necessary to facilitate each appropriate court’s prompt approval and entry of the Consent Judgments and Stipulated Dismissals With Prejudice as orders of such court, including executing and filing with such court any other appropriate documents. If for any reason an appropriate court does not approve a Consent Judgment and Stipulated Dismissals With Prejudice and enter the same as orders of such court, the Parties shall promptly confer in good faith to modify the same or take such other actions as are required to overcome such court’s objections and effectuate such dismissals. The entry of all such Consent Judgments and Stipulated Dismissals With Prejudice as orders of the respective courts is an express condition to the effectiveness of this Agreement and the Patent License Agreement, provided that, for clarity, Cutera shall pay such two aggregate amounts before Palomar’s counsel files the Consent Judgments.
Termination of the Lawsuits. The Parties shall execute the voluntary Stipulations of Dismissal with prejudice attached hereto as Exhibit B, copies of which have been provided to the Parties and to their respective counsel. Within five (5) business days of the execution hereof, Palomar’s counsel shall file such Stipulations of Dismissal with the appropriate courts so that the Lawsuits will be dismissed with prejudice. 3. Certain Consideration.
