Hot

How Can DEKA RedTouch PRO Transform Skin Regeneration and Rejuvenation?

Posted on by allwill-admin

DEKA RedTouch PRO is redefining non-ablative laser skin regeneration by directly targeting dermal collagen at a 675 nm wavelength while preserving the epidermis, making it a powerful option for patients who want visible rejuvenation with minimal downtime. It is designed to address wrinkles, dyschromia, vascular concerns, melasma, and texture in a single platform, creating a comprehensive solution for total facial skin regeneration.

What Is DEKA RedTouch PRO and How It Works on Skin Regeneration

DEKA RedTouch PRO is an Italian-engineered, fractional non-ablative 675 nm laser system created specifically for facial skin rejuvenation and skin regeneration. The system emits a 675 nm wavelength that has a high affinity for collagen fibers, allowing selective heating of dermal collagen while maintaining epidermal integrity for safer treatments on a wide range of skin types. This wavelength sits between hemoglobin- and water-dominant absorption ranges, so it can act directly on collagen and melanin with minimal energy loss. As thermal energy is delivered through fractional DOTs, micro-zones of denaturation trigger a controlled wound-healing cascade, stimulating fibroblasts, new collagen production, and reorganization of elastic fibers that translate into smoother, firmer, and more even-toned skin over time.

Core Technology: 675 nm Fractional Non-Ablative Collagen Targeting

The core technology behind DEKA RedTouch PRO is its exclusive 675 nm wavelength combined with fractional non-ablative scanning. Preclinical and clinical data show that 675 nm laser exposure can decrease type I collagen while increasing type III collagen in dermal fibroblast cultures, suggesting active remodeling and a more youthful extracellular matrix architecture. Clinically, the device uses a fractional scanner to deliver 0.7 mm micro-areas of controlled collagen denaturation across the treatment zone, preserving surrounding tissue and enabling rapid healing. The high-powered 675 nm platform has demonstrated significant improvements in photoaging signs such as wrinkles, fine lines, and pigmentation, with studies reporting visible changes in texture and tone several months after the last session. Because the wavelength is less absorbed by water compared with traditional resurfacing lasers, it can deliver effective dermal stimulation without the same level of ablation, crusting, or long social downtime.

Triple-Action Regeneration: Wrinkles, Dyschromia, and Vascular Issues

DEKA positions RedTouch PRO as a triple-action system targeting wrinkles, dyschromia, and vascular-related redness, allowing practitioners to approach total skin regeneration in a single protocol. For wrinkles and fine lines, the laser’s direct action on collagen improves dermal density and elasticity, softening folds, periocular lines, perioral wrinkles, and general facial laxity. For dyschromia, lentigines, sun spots, and melasma, the 675 nm wavelength can interact with melanin to lighten pigmented lesions and improve overall color uniformity. For vascular-related concerns, clinical observations report moderate to marked improvement in vascular components in some patients, contributing to reduced redness and more even complexion. When combined, these effects deliver a global rejuvenation outcome: improved texture, tighter pores, smoother contours, and more luminous skin with reduced mottled pigmentation and redness.

Moveo Technology, Cooling, and Comfort for All Skin Types

A key enhancement of DEKA RedTouch PRO over the original RedTouch platform is the integration of Moveo technology and advanced cooling. The scanner handpiece features a sapphire window cooled down to around 5 °C to protect the epidermis during treatment, allowing higher fluences and faster passes while keeping the surface comfortable. Moveo technology improves energy transmission efficiency and enables smooth sliding techniques, which broadens use to darker phototypes and tanned skin by distributing energy in a controlled, uniform fashion. Clinical evaluations report low pain scores, often around 1 on a 10-point scale, with only mild transient erythema and edema as primary side effects, making this laser attractive for patients who want minimally invasive skin regeneration without anesthesia or extended downtime. This comfort profile can translate into higher patient satisfaction and easier protocol adoption in aesthetic practices.

Market Trends: Non-Ablative Skin Regeneration and 675 nm Adoption

Global aesthetic medicine trends show a strong shift toward non-ablative skin regeneration technologies that provide visible results with faster recovery compared to traditional fully ablative lasers. Industry reports indicate that energy-based skin rejuvenation platforms, including fractional and non-ablative lasers, continue to grow as patient demand for subtle, natural, and multi-session treatments increases. Within this segment, wavelength-specific devices that precisely target collagen and pigmentation are gaining traction because they balance safety and efficacy, especially for busy, social-media-aware patients who cannot afford weeks of downtime. The introduction and scaling of the 675 nm laser category reflects this demand, with clinical publications from 2020 onward documenting successful treatment of facial aging, pigmentary changes, and melasma in various skin types, creating a niche where DEKA RedTouch and RedTouch PRO occupy a leading position.

Also check:  Is the 2016 ZELTIQ Aesthetics CoolSculpting System Still a Smart Investment for Modern Medical Aesthetic Clinics?

ALLWILL’s Role in the DEKA RedTouch PRO Ecosystem

ALLWILL is redefining B2B medical aesthetics by focusing on innovation, trust, and efficiency in how practices source and manage devices like DEKA RedTouch PRO. By combining a Smart Center for inspection and refurbishment with the MET technician network and Lasermatch inventory platform, ALLWILL helps clinics implement advanced laser technology with confidence while optimizing long-term operating costs and upgrade paths.

Clinical Evidence: Anti-Aging, Texture, and Pigmentation Outcomes

Clinical evidence collected on 675 nm fractional non-ablative lasers demonstrates a clear capacity to counteract visible signs of aging by remodeling collagen and improving skin surface parameters. Studies using RedTouch and next-generation RedTouch PRO systems found significant improvement in facial aging scores on validated scales such as the Modified Fitzpatrick Wrinkle Scale and global photoaging assessments, often after one to three sessions spaced about a month apart. In a cohort of middle-aged patients, facial aging scores improved significantly at three to six months after the last treatment, indicating that collagen remodeling continues for months beyond the final session. Additional investigations on 675 nm lasers have shown efficacy for melasma, particularly in darker skin types, where the device improved pigment and skin texture with a favorable safety profile and low risk of post-inflammatory hyperpigmentation. For acne scars and collagen-rich lesions, clinical and preclinical data suggest that activating dermal fibroblasts and reorganizing collagen fibers can soften atrophic scars and irregular texture, positioning RedTouch PRO as a versatile tool beyond simple wrinkle reduction.

DEKA RedTouch PRO vs Traditional Ablative Lasers for Skin Regeneration

When comparing DEKA RedTouch PRO with traditional ablative lasers such as CO2 and Er:YAG systems, several differences are relevant for skin regeneration strategies. Ablative lasers remove epidermal and often superficial dermal layers, inducing strong neocollagenesis but with significant downtime, higher risks of infection, scarring, and pigmentary changes, particularly in darker phototypes. RedTouch PRO, by contrast, is non-ablative and fractional, meaning it heats dermal collagen without fully vaporizing the epidermis, resulting in less crusting and faster recovery. Patients typically experience mild erythema and edema that resolve within days, allowing earlier makeup use and quicker return to social activities. While multiple sessions may be needed to match the wrinkle reduction of a single aggressive ablative procedure, the cumulative benefits with lower risk and less disruption make RedTouch PRO attractive for modern, maintenance-based anti-aging plans.

Top Skin Regeneration Platforms Featuring DEKA RedTouch PRO

Device / Platform Key Advantages for Skin Regeneration Typical Ratings (Clinic Feedback) Best Use Cases
DEKA RedTouch PRO 675 nm collagen-selective, triple action on wrinkles, dyschromia, vascular, Moveo technology, minimal downtime, suitable for multiple phototypes Very high for comfort, texture improvement, pigment correction Global facial rejuvenation, fine lines, melasma, redness, maintenance anti-aging programs
DEKA RedTouch (original) 675 nm fractional non-ablative, proven clinical track record for photoaging and pigmentation High for safety and texture improvement Early-stage aging, pigment irregularities, entry-level 675 nm treatments
Fractional CO2 laser Strong ablative resurfacing, significant wrinkle and scar improvement in one or two sessions High for results, lower for downtime and recovery Deep wrinkles, advanced photoaging, severe acne scars in lighter skin types
Non-ablative 1540/1550 nm fractional laser Dermal coagulation with less downtime, versatile for texture and mild scars High for moderate resurfacing with social downtime tolerance Mild to moderate wrinkles, acne scars, texture irregularities
Picosecond laser with fractional handpiece Pigment targeting plus limited collagen stimulation via laser-induced optical breakdown High for pigment, moderate for texture Lentigines, tattoos, superficial pigment disorders with some rejuvenation

This table highlights how DEKA RedTouch PRO fits as a collagen-focused, non-ablative option that can complement or partially replace ablative or other fractional systems in a comprehensive skin regeneration portfolio.

Competitor Comparison Matrix: DEKA RedTouch PRO vs Other Skin Rejuvenation Lasers

Feature / Parameter DEKA RedTouch PRO (675 nm) Fractional CO2 Resurfacing 1550 nm Non-Ablative Fractional Picosecond Fractional Rejuvenation
Wavelength focus 675 nm, high collagen affinity, melanin interaction, minimal water absorption 10,600 nm, strong water absorption 1550 nm, water-targeting for dermal heating 532/755/1064 nm depending on platform
Mechanism Fractional non-ablative DOTs, collagen denaturation and remodeling Fractional or fully ablative tissue vaporization Fractional non-ablative dermal coagulation Photoacoustic pigment disruption with some dermal response
Downtime Minimal, mild erythema/edema, quick recovery Moderate to high, crusting, oozing, 7–14 days healing Low to moderate, transient redness and edema Low downtime, primarily transient erythema
Suitability for darker phototypes Enhanced by Moveo and cooling, favorable for multiple skin types Limited due to risk of PIH and scarring Better but still cautious in very dark skin Depends on wavelength and settings; pigment concern exists
Primary indications Wrinkles, fine lines, dyschromia, melasma, redness, skin laxity Deep wrinkles, severe photoaging, scars Wrinkles, mild scars, texture Pigmented lesions, tattoos, lentigines
Session count Typically 1–3+ sessions for optimal regeneration 1–2 major sessions with longer downtime 3–5 sessions 3–6 sessions depending on indication
Patient comfort High, very low pain scores, cooling-assisted Low to moderate, can require anesthesia Moderate, often topical anesthesia Moderate, depends on fluence and spot size
Also check:  2022 ULTHERA UC‑1 Ultrasound Facial Contouring Skin Tightening System for Non‑Surgical Rejuvenation

This comparison matrix can help clinic owners understand where DEKA RedTouch PRO uniquely contributes to a diversified laser portfolio, particularly for patients asking for non-ablative skin regeneration.

Real User Cases: Skin Regeneration, ROI, and Practice Growth

Clinical case series for 675 nm lasers show that patients typically experience progressive improvement in skin quality over several months, which is crucial when discussing true regeneration instead of only surface-level rejuvenation. In one study, 35 patients treated with a 675 nm non-ablative fractional device showed significant improvement in facial aging scores six months after the last session, confirming that collagen remodeling continues beyond the treatment period. Another investigation into high-powered 675 nm laser equipped with a fractional scanner and cooling reported substantial improvement in wrinkles, fine lines, and pigmented lesions, with treatment times reduced by about 50 percent compared to prior parameter sets, improving throughput and patient turnover for clinics. Vascular improvements were also documented, with nearly half of a subset of patients showing moderate improvement in vascular findings and a smaller percentage showing marked change, indicating multi-dimensional regeneration of the skin environment. For practice owners, the combination of no consumables, fast session times, and high satisfaction scores contributes to a favorable return on investment, especially when treatments are packaged in series or combined with complementary services such as injectables, cosmeceuticals, or maintenance laser facials.

Patient Experience: From Consultation to Recovery

For patients, the journey with DEKA RedTouch PRO typically begins with a thorough consultation evaluating Fitzpatrick skin type, degree of photoaging, pigment status, vascular concerns, and any history of melasma or post-inflammatory hyperpigmentation. Practitioners then design a personalized protocol, usually involving one to three sessions spaced four weeks apart, sometimes more for advanced aging or resistant pigmentation. During treatment, a cooling scanner handpiece glides over the skin using Moveo-style movements or stationary fractional patterns, with patients describing sensations as warm prickling or mild heat rather than intense pain. Post-treatment, mild redness and swelling may appear and resolve within a few hours to a couple of days, with most patients returning to regular activities quickly and using sunscreen and gentle skincare to support healing. Over ensuing weeks, improvements in smoothness, brightness, and firmness become more apparent, with results further enhanced by combining the procedure with lifestyle and skincare interventions.

Optimizing DEKA RedTouch PRO Protocols for Different Indications

One of the advantages of DEKA RedTouch PRO is its ability to adapt parameters for different indications while relying on the same 675 nm foundation. For periorbital wrinkles and crow’s feet, practitioners may use higher densities with moderate fluence to focus on fine lines and laxity around thin eyelid skin while protecting the surface with aggressive cooling and eye shields. For melasma and dyschromia, lower fluences and specific scanning modes can reduce pigment gently to avoid rebound hyperpigmentation, often combined with topical pigment regulators and strict photoprotection. For acne scars and textural irregularities, higher fluence and lower density settings, sometimes combined with other modalities such as microneedling or radiofrequency, can focus on collagen remodeling in deeper dermal layers. By adjusting scanning patterns, pulse stacking, and treatment spacing, clinicians can customize RedTouch PRO protocols to match individual patient needs while maintaining a high safety margin.

Economic Impact and Business Model for Clinics

From a business perspective, DEKA RedTouch PRO offers multiple levers for revenue and profitability in aesthetic practices. The system is non-consumable, which allows clinics to set predictable per-session margins without worrying about expensive tips or cartridges. Shorter treatment times enabled by the high-powered platform and optimized scanner translate into more appointments per day, making it easier to integrate skin regeneration sessions into a busy schedule. Packages of three or more sessions can be marketed as comprehensive skin regeneration plans targeting wrinkles, uneven tone, and redness, either as a standalone program or bundled with injectables for combined structural and surface enhancement. Long-term, maintenance sessions every six to twelve months can create recurring revenue while sustaining patient outcomes, and the ability to treat a range of indications allows the device to address diverse patient demographics, from early prevention in younger adults to corrective therapy in older patients with advanced photoaging.

Also check:  2023 DEKA ONDA PLUS Coolwaves: Body Contouring Technology Redefining Modern Aesthetics

How DEKA RedTouch PRO Supports Preventive and Corrective Regeneration

DEKA RedTouch PRO is suitable not only for patients seeking corrective treatment for visible aging but also for those interested in preventive skin regeneration. The ReLive treatment concept described by DEKA focuses on using lower-intensity protocols to prevent and slow signs of skin aging before deep wrinkles and severe laxity develop. In younger patients or those with early photodamage, periodic RedTouch PRO sessions can maintain collagen quality, support elastic fiber integrity, and preserve a more youthful skin architecture. In more advanced cases, higher-intensity protocols can be used to address established wrinkles, laxity, and pigmentation, followed by maintenance ReLive-style sessions once optimal results are achieved. This dual preventive and corrective positioning aligns well with the industry trend toward lifelong skin health management rather than episodic, aggressive treatments.

Safety Profile, Contraindications, and Risk Management

Safety is a central consideration when incorporating DEKA RedTouch PRO into a skin regeneration practice. Studies on 675 nm lasers report minimal adverse events, with the most frequent reactions being mild transient erythema and edema that resolve spontaneously. The non-ablative nature reduces the risk of infection and scarring compared with ablative resurfacing, which is a key advantage for risk-averse patients and practitioners. However, as with any light-based device, contraindications apply, including photosensitivity disorders, use of photosensitizing medications, pregnancy, active infections or open wounds in the treatment area, and a personal or family history of certain skin cancers. Proper parameter selection for darker phototypes and melasma-prone patients is crucial to avoid unwanted pigmentary changes, and thorough pre- and post-care instructions (including strict sun protection) remain essential. Incorporating standardized satisfaction and improvement scales into practice can also help track outcomes, identify parameter sets that work best for each demographic, and refine protocols over time.

Integration with Comprehensive Aesthetic Treatment Plans

For optimal outcomes, DEKA RedTouch PRO is often integrated into broader aesthetic treatment plans that combine structural and surface-level interventions. In midface rejuvenation, for example, hyaluronic acid fillers can be used to restore volume and lift, while RedTouch PRO sessions refine texture, soften fine lines, and even out pigmentation for a more cohesive result. In periocular rejuvenation, neurotoxin injections to reduce dynamic lines can be paired with 675 nm treatments that address static wrinkles and crepey texture. Skincare regimens featuring antioxidants, retinoids (introduced with caution), and barrier-supportive moisturizers can reinforce laser-induced regeneration pathways and help maintain long-term results. By positioning RedTouch PRO as a central pillar in a layered rejuvenation strategy, clinics can provide patients with results that look natural, multidimensional, and durable.

Future Trends: The Evolution of 675 nm Skin Regeneration Technology

Future trends in skin regeneration are likely to expand and deepen the role of 675 nm devices like DEKA RedTouch PRO. Ongoing molecular research on laser-tissue interaction is exploring how specific pulse shapes, fluence levels, and scanning geometries influence collagen subtypes, elastin networks, and even gene expression related to aging. As clinical datasets grow, more refined indication-specific protocols will likely emerge, for example optimized programs for melasma in different phototypes, standardized regimens for acne scars, or combination therapies with energy-based tightening devices. The demand for devices that safely treat darker skin tones will also continue to drive innovation in cooling systems, real-time skin sensing, and automated parameter selection. Within this landscape, platforms that offer triple-action regeneration with minimal downtime and robust safety data will have an advantage, allowing practitioners to distinguish their clinics through high-performance, science-backed skin regeneration solutions.

Conversion Path: From Discovery to Long-Term Regeneration Partnership

For patients encountering DEKA RedTouch PRO for the first time, the initial step is often education about how 675 nm skin regeneration differs from traditional laser resurfacing and why non-ablative collagen targeting can deliver significant improvements with less disruption to daily life. A detailed consultation that includes digital imaging, objective assessment of wrinkles, pigmentation, and redness, and discussion of realistic outcomes helps build trust and set expectations. From there, a personalized treatment plan can be created, outlining the number of sessions, timing, anticipated sensations, recovery profile, and complementary treatments or skincare needed to support results. After patients experience early improvements in brightness and texture, clinics can invite them to continue their skin regeneration journey with maintenance sessions, seasonal touch-ups, and complementary procedures, building a long-term partnership focused on sustained dermal health rather than one-time corrective interventions.

allwill-admin

联系我们|Contact Form

TERMS AND CONDITIONS 

These Terms and Conditions (these “Terms”), together with the attached or accompanying quote page (the “Quote,” collectively, this “Agreement”), exclusively govern the sale by Healthcare Markets, Inc., a Delaware corporation doing business as “Powered by MRP” (“MRP”), and the purchase and use by the buyer set forth on the Quote (“Buyer”), of the equipment (the“Equipment”) and/or services (the “Services”).

        1.  EQUIPMENT AVAILABILITY. Equipment offered for sale by MRP is subject to availability. MRP shall not be liable to Buyer in case of stock outage or unavailability of the Equipment. MRP reserves the right to change the equipment offered for sale at any time and without notice to Buyer. Availability of equipment may be determined when an order is placed, and, if unavailable, MRP will inform Buyer of such unavailability, offer other available equipment as substitution or cancel the order. Such cancelled order will be refunded by MRP to Buyer, except for an order for a Special Order Product, which cannot be cancelled once the order is placed.

        2.  PRICES. Written price quotations on the Quote shall last for ten (10) days from the date issued and then automatically expire, and quoted prices do not include taxes, freight, handling, duty, insurance or other similar charges, which Buyer must pay unless waived in writing by MRP or a valid tax exemption certificate is provided to MRP. Notwithstanding the foregoing, all published prices may be changed by MRP at any time without notice to Buyer.

        3.  TERMS OF PAYMENT. Unless otherwise agreed to on the Quote or in writing by MRP, prepayment in full is required, by bank transfer, cash, credit card or certified check, and where partial pre-payment is permitted, such payment shall be nonrefundable with the balance due net thirty (30) days from the date of invoice. MRP reserves the right to modify or revoke any credit previously extended. Past due balances shall be subject to a service charge of one and one-half percent (1.5%) per month, not to exceed the maximum amount permitted by applicable law. Buyer agrees to pay all fees, charges or other sums payable hereunder, including collection fees incurred, with no right of set-off or reduction of any nature unless approved in writing by an MRP corporate officer (an “MRP Officer”). Buyer hereby grants, and MRP reserves, a purchase money security interest in the Equipment purchased, and in any proceeds thereof, to secure Buyer’s payment obligations hereunder. Buyer shall cooperate fully with MRP to execute such documents and accomplish such filings and/or recordings as MRP may deem necessary for the protection of its interests in the Equipment furnished to Buyer, and in the event Buyer does not aid within a reasonable time after MRP asks Buyer to do so, Buyer hereby authorizes and appoints MRP as Buyer’s attorney-in-fact to execute, deliver and file at any time, any financing statement and/or take any other action permitted by applicable law to perfect, enforce, continue and amend MRP’s security interest in any jurisdiction deemed appropriate by MRP. Buyer agrees that upon nonpayment of any charges due to MRP, MRP may cancel or delay delivery of the Equipment and/or suspend any applicable service coverage, which may resume only when MRP receives payment in full, and the warranty period will continue to run during such time of nonpayment although warranty service will not be available.

        4.  SHIPMENT AND DELIVERY. Delivery dates are estimated, and partial deliveries are allowed. MRP shall not be liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery. No delay in the shipment or delivery of any Equipment relieves Buyer of its obligations under this Agreement, including, without limitation, accepting delivery of any remaining installment(s) of the Equipment, if applicable. Buyer must pay for, and hold MRP harmless from, all shipping, delivery, and insurance expenses unless otherwise agreed in writing by an MRP Officer or otherwise indicated on the Quote. MRP will not assume any liability if MRP selects the shipping methods nor will any carrier be deemed to be MRP’s agent. “Time is of the essence” terms will not apply to orders accepted by MRP. Title and risk of loss of the Equipment shall pass to Buyer, and delivery shall be deemed completed, when the Equipment is delivered to Buyer’s address. Should loss or damage in transit occur, Buyer’s payment obligations will not be affected. Buyer is liable for all costs for MRP’s holding or storing of the Equipment if delivery is delayed by Buyer or at Buyer’s request. If delivery is delayed over thirty (30) days, MRP may, at its option and upon notice to Buyer, cancel that and all future deliveries without further liability or obligation of any kind.

        5.  FORCE MAJEURE. MRP shall not be responsible for delays or failure to render or service any Equipment and/or perform any Service due to any cause beyond MRP’s control, including, but not limited to: (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or act, riot or other civil unrest; (d) government order, law or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services or inability or delay in obtaining supplies of adequate or suitable material (each, a “Force Majeure Event”). Any delivery date may be extended, at MRP’s sole discretion, to the extent of any delay resulting from any Force Majeure Event.

        6.  ACCEPTANCE; INSPECTION. Except for Special Order Products, Buyer shall inspect all Equipment upon delivery and within forty-eight (48) hours of delivery to Buyer shall give written notice to MRP of any error or claim that any Equipment does not conform to the terms of this Agreement; any claims not made within such period shall be deemed waived and released, with the Equipment being accepted by Buyer. Except as provided under this Section 6 and Section 7 hereof, all sales of Equipment to Buyer are made on a one-way basis, and Buyer has no right to return Equipment purchased under this Agreement to MRP. Subject to the warranty set forth in Section 8(c)(iv), Services are deemed to be accepted by Buyer upon completion of their performance by MRP.

        7.  CANCELLATION CHARGES AND RETURNED EQUIPMENT POLICY. Returns and cancellations are not permitted without written approval by an MRP Officer, which shall be made in such MRP Officer’s sole discretion. If approved, MRP will issue a return merchandise authorization number, which Buyer must include in the returned packaging, and Buyer must pay MRP either a (a) twenty percent (20%) restocking charge on the purchase price of the item if Buyer’s written request for return or cancellation is received by MRP’s headquarters after MRP’s original shipment of the Equipment or (b) a ten percent (10%) cancellation damages charge if Buyer’s request was received before said shipment. The foregoing charges are agreed upon, not as a penalty, but because of the difficulty of computing actual damages, and until the applicable charge is paid and the Equipment has been received back by MRP in new condition, no refund will be given. This document or copies hereof may be filed with the appropriate authorities as a financing statement to pursue such charges. In no case will shipping and freight costs be refunded. Removed, replaced or substituted equipment and parts (collectively, “Returned Equipment”) shall become MRP’s property, with title and ownership transferring to MRP upon the earlier of its return or replacement, with MRP owing no other obligations on the Returned Equipment. Buyer hereby agrees to indemnify, defend and hold harmless MRP Indemnitees from any claims, costs, losses, attorneys’ fees and expenses related to any third-party attempts to claim ownership of the Returned Equipment or dispute any trade-in, removal, substitution or replacement, and the remaining provisions shall continue in full force and effect.

        8.  MRP’S WARRANTIES, IF ANY.

(a) Equipment Sold “As Is.” UNLESS OTHERWISE STATED ON THE QUOTE OR IN A WRITING SIGNED BY AN MRP OFFICER, BUYER AGREES THAT THE EQUIPMENT SOLD IN THIS AGREEMENT IS BEING SOLD ON AN “AS IS,” “AS AVAILABLE” BASIS, SUBJECT TO SECTIONS 8(c) AND 9, AND HAVE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER IMPLIED OR ARISING BY LAW, STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT, WORKMANLIKE MANNER, QUALITY, ACCURACY, TITLE, AND/OR IMPLIED FROM A COURSE OF DEALING OR PERFORMANCE USAGE IN TRADE.

(b) Special Order Product. If this Agreement includes the sale of a product that MRP does not currently have or typically keep in stock, in MRP’s sole determination, but is acquired from a third party specifically for Buyer (a “Special Order Product”), then Buyer agrees that (i) Buyer, at its sole discretion, has made the selection of such Special Order Product, (ii) such Special Order Product is being acquired by MRP solely at the request of Buyer, (iii) no representation, warranty or guarantee has been made by MRP with respect to such Special Order Product, (iv) the obligation of Buyer to pay MRP for the Special Order Product is absolute and unconditional, and (v) Buyer waives and releases MRP from all claims, damages and losses arising out of such Special Order Product. Special Order Products carry no right to inspection before or after delivery, and MRP is not responsible for examining or evaluating such Special Order Products. MRP makes no warranty about Special Order Products and offerings of the third party (including description of the Special Order Product). MRP does not assume any responsibility or liability for the actions, product and content of all these and any other third parties. If there are any problems with any Special Order Product, Buyer must contact the manufacturer of such Special Order Product for assistance.

(c) Limited Warranties, If Any.

(i) If the Quote expressly states that the Equipment has a warranty for a certain time (a “Warranty Period”), then MRP warrants that the Equipment shall be in good working order under normal use for the Warranty Period, which Warranty Period shall commence from the date of delivery to Buyer (the “Delivery Date”), unless otherwise approved by an MRP Officer in writing, except for the following: (A) New (not used or pre-owned) Equipment that is to be serviced by MRP: if the Quote is silent, warranted to be in good working order under normal use for one hundred eighty (180) days from the Delivery Date; (B) Used Equipment sold refurbished by MRP: if the Quote is silent, warranted to be in good working order under normal use for thirty (30) days from the Delivery Date; (C) Consumable/disposable Equipment: if the Quote is silent, warranted to have been shipped from MRP in functional condition, and no additional warranty shall apply; no service shall be provided either. These items should be inspected for obvious damage, subject to Section 6 and 8(e), and MRP’s obligation under this warranty and this Section 8(c)(i)(C) is limited to replacement of the Equipment; and (D) New (not used or pre-owned) Equipment that is to be serviced by the manufacturer: if the Quote is silent, MRP makes no warranty for any such Equipment. Buyer’s sole warranty for any such Equipment, if any, shall be the original manufacturer’s warranty, which MRP agrees to pass on to Buyer, as applicable. (ii) For the limited warranties of Section 8(c)(i), including exceptions (A) and (B), but not (C) or this (D), Buyer is entitled to telephone, e-mail and video technical assistance and, subject to Sections 8(d) and 8(e), repair or replacement of such Equipment, in MRP’s sole discretion, should the Equipment become inoperative through normal use during the Warranty Period. Loaner equipment is not provided, but if so arranged by MRP, Buyer shall pay MRP the cash list price of any unreturned loaner equipment provided by MRP within seven (7) days of a written demand from MRP. (iii) Repair or replacement under any limited warranty of Equipment may be with parts or products that are new, used or refurbished, carrying the same limited warranty for the remaining term of the original item. Repairs or replacements shall not interrupt, extend or prolong the term of the warranty. (iv) For Services purchased under this Agreement, MRP warrants that the Services shall be performed using competent personnel in a professional manner in accordance with generally recognized industry standards for similar services. Subject to Sections 6 and 8(e) herein, if any Service was not performed in accordance with the aforementioned warranty, then MRP shall, in its sole discretion, either (A) repair or re-perform the applicable Service, or (B) credit or refund the price of such Service at the pro rata contract rate.

(d) Exclusions. MRP reserves the right, without liability, to void all warranties and remedies, including any obligation to service, repair, replace or otherwise remedy defects, errors or failures of the Equipment due to the occurrence of any of these events, and MRP shall be in no way responsible for: (i) handling, maintenance or use in a manner that is inconsistent with and/or contrary to the original manufacturer’s or MRP’s recommended procedures and/or instructions, including, without limitation, use of or with an unauthorized third-party good or part; (ii) any failure or damage resulting from negligence, alteration, modification or relocation of the Equipment by Buyer, its employees, agents or representatives; (iii) attempted or actual unauthorized dismantling, disassembling, service, repair, addition or change of the Equipment, including, without limitation, changing the serial number or shot count; (iv) abnormal wear and tear, including, without limitation, use under abnormal conditions (e.g., unclean, dusty, or exposure to extreme electromagnetic radiation, temperature or humidity); or (v) damage or failure of the Equipment due to a Force Majeure Event or a problem in the premises of the Equipment. In any of the above situations, or for any Equipment that has no warranty, MRP has sole discretion to service the Equipment, at Buyer’s expense, at MRP’s then-in-effect rates for service, labor, travel, shipping and materials.

(e) Notice and Inspection. The limited warranties contained in this Section 8 are made on condition that immediate written notice of any noncompliance with the Equipment’s and/or the Service’s warranty be given to MRP, and provided that MRP’s inspection reveals that Buyer’s claim is valid under the terms of such warranty.

        9.  DISCLAIMERS; NO OTHER WARRANTY. EXCEPT TO THE EXTENT AS PROVIDED IN SECTION 8(c)(i)(D), BUYER ACKNOWLEDGES THAT MRP IS NOT BOUND BY ANY WARRANTY THAT MAY BE SET FORTH IN A MANUFACTURER’S WRITTEN MATERIALS THAT WOULD HAVE APPLIED HAD BUYER PURCHASED THE EQUIPMENT DIRECTLY FROM THE MANUFACTURER IN ITS UNUSED STATE. BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED UPON ANY WARRANTY OTHER THAN AS SET FORTH IN THIS AGREEMENT. IN ADDITION, BUYER ALSO HEREBY ACKNOWLEDGES AND AGREES THAT ANY ORAL OR WRITTEN STATEMENTS CONCERNING USE AND REGULATION OF MEDICAL DEVICES SOLD BY MRP ARE AND SHALL BE CONSTRUED AS FOR INFORMATIONAL PURPOSES ONLY AND WITHOUT WARRANTY OR ASSURANCE BY MRP AS TO THEIR ACCURACY OR VALIDITY. MRP ALSO HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OTHER MEDICAL CARE OR HELP, INCLUDING THE SELECTION OF AESTHETIC AND MEDICAL PROCEDURES AND PRODUCTS FOR, OR CARE OF, PATIENTS. THE LIMITED WARRANTIES OF THIS AGREEMENT, IF APPLICABLE TO ANY EQUIPMENT OR SERVICE FURNISHED UNDER THIS AGREEMENT, CONSTITUTE THE ONLY WARRANTIES MADE WITH RESPECT TO THE EQUIPMENT AND/OR SERVICE AND ANY DEFECT, DEFICIENCY OR NONCONFORMITY. TO THE EXTENT PERMITTED BY LAW, SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

        10.  LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL MRP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, ARISING FROM, RELATED TO OR CAUSED, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR NOT, BY THE EQUIPMENT AND/OR THE SERVICES, THE USE OR INABILITY TO USE THE EQUIPMENT, THE RESULTS GENERATED FROM THE EQUIPMENT AND/OR THE SERVICES, THIS AGREEMENT, ANY OTHER ACT OR OMISSION OF MRP, OR BASED UPON ANY OTHER LEGAL THEORY. IN NO EVENT SHALL MRP BE LIABLE FOR ANY LOSSES OF REVENUE, USE, BUSINESS OPPORTUNITY, PROFIT, SAVINGS OR ANY OTHER DAMAGES DUE TO ANY CAUSE WHATSOEVER, EVEN IF MRP OR ITS AGENTS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT, AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. IN NO EVENT WILL MRP’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO MRP BY BUYER FOR THE EQUIPMENT AND/OR THE SERVICES GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE BEING SOUGHT. NO SUIT OR ACTION MAY BE BROUGHT BY BUYER, ITS SHAREHOLDERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS FOR ANY BREACH OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. IT IS AGREED THAT MRP’S LIABILITY IS SO LIMITED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY EQUIPMENT IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY MRP, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE EQUIPMENT.

        11.  BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to MRP that: (a) Buyer is duly organized, validly existing, and in good standing in the jurisdiction of Buyer’s formation; (b) Buyer is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (c) Buyer has the full right, power, and authority to enter into this Agreement and to perform Buyer’s obligations under this Agreement; (d) the execution of this Agreement by the person whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Buyer; (e) when executed and delivered by each of MRP and Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (f) Buyer is in compliance with all applicable laws relating to this Agreement, the Equipment and the operation of Buyer’s business; (g) Buyer is not insolvent and is paying all of its debts as they become due; and (h) all financial information that Buyer has provided to MRP is true and accurate and fairly represents Buyer’s financial condition.

        12. PROPRIETARY RIGHTS.

(a) Ownership. No sale shall be construed as granting to Buyer any license or other right in, or to, any of MRP’s (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, technical data, data files, and databases and other specifications and documentation; (v) trade secrets; (vi) environmental or other testing applicable to the Equipment and/or the Services; and (vii) industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”).

(b) Prohibited Acts. Buyer shall not (i) take any action that might interfere with any of MRP’s rights in or to Intellectual Property Rights, including MRP’s ownership or exercise thereof; (ii) challenge any right, title, or interest of MRP in or to the Intellectual Property Rights; (iii) make any claim or take any action adverse to MRP’s ownership of the Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for MRP’s trademarks or any other trademark that is similar to MRP’s trademarks or that incorporates MRP’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere that is confusingly

similar to MRP’s trademarks in whole or in confusingly similar part; (vi) engage in any action that tends to disparage, dilute the value of or reflect negatively on the Equipment and/or the Services or any of MRP’s trademarks; (vii) misappropriate any of MRP’s trademarks for use as a domain name without prior written consent from MRP; or (viii) alter, obscure or remove any of MRP’s trademarks, or trademark or copyright notices or any other proprietary rights notices placed on the

Equipment, marketing materials or other materials that MRP may provide.

        13.  CONFIDENTIAL INFORMATION. Without the prior written consent of MRP,Buyer, directly or indirectly, shall not disclose (and will direct its directors, shareholders, employees and agents not to disclose) any Confidential Information. The term “Confidential Information” means any information of or relating to MRP or the Equipment and/or the Services not generally known to the public (other than as a result of disclosure in violation of this Agreement) in spoken, printed, electronic or any other form or medium, including, but not limited to, business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, transactions, potential transactions, know-how, trade secrets, databases, manuals, records, supplier information, financial information, accounting information, legal information, marketing information, pricing information, payroll information, personnel information, and supplier lists.

        14.  NON-SOLICITATION. Buyer agrees not to solicit or hire any personnel of MRP involved with the delivery of the Services during the provision of such Services and for twelve (12) months after the completion of such Services; provided, however, that Buyer may hire individuals employed by MRP who, without other solicitation, respond to advertisements or solicitations aimed at the general public.

        15.  EQUITABLE REMEDIES. Buyer acknowledges and agrees that (a) a breach or threatened breach by Buyer of any of its obligations under Sections 13 or 14 would give rise to irreparable harm to MRP for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Buyer of any such obligations, MRP shall, in addition to any and all other rights and remedies that may be available to MRP at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Buyer agrees that Buyer will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 15.

        16.  INDEMNIFICATION. Buyer agrees to indemnify, defend and hold harmless MRP and its directors, shareholders, employees and agents (collectively, “MRP Indemnitees”) against any liability, damage, loss or expense incurred by or imposed in connection with any claims, suits, actions, demands or judgments arising out of (a) any breach or non-fulfillment of any representation, warranty or covenant set forth in this Agreement by Buyer or its directors, managers, employees or agents (collectively, “Buyer’s Agents”); (b) any negligent act or omission or willful misconduct of Buyer or Buyer’s Agents in connection with this Agreement; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by Buyer or Buyer’s Agents, including the use of unauthorized parts in or service of the Equipment; (d) any failure by Buyer or Buyer’s Agents to comply with any applicable laws; (e) any fraud or other intentional acts by Buyer or Buyer’s Agents; and (f) the use or operation of the Equipment, including, without limitation, any medical and/or surgical procedures performed by Buyer, and any of Buyer’s Agents, using the Equipment unless said damages are determined by a court of competence jurisdiction to be solely by the gross negligence of MRP or solely as result of a breach by MRP of the limited warranties contained herein.

        17.  DEFAULTS; REMEDIES. Notwithstanding anything herein to the contrary, should Buyer fail to pay for the order or any other amount, in whole or in part, when due or perform its other obligations under this Agreement or as otherwise mutually agreed in writing between Buyer and MRP (each, a “Default”), then MRP may take any and all actions available under law or equity to collect said amounts with a ten (10) day prior written notice, including, but not limited to, enforcing its security interest, accelerating the payment of and declaring immediately due and payable any unpaid balance of the order, referral to outside collection agencies and/or commencement of legal action. MRP’s rights shall be cumulative, and it shall not be required to have attempted to realize upon to the Equipment before taking any other collection actions. MRP may require that Buyer assemble and return any or all of the Equipment to MRP and, in the event Buyer fails to return such Equipment peaceably, enter upon the premises where such Equipment is located, with or without legal process, and repossess such Equipment. Upon a Default, Buyer agrees to pay upon MRP’s demand: (i) all costs and expenses incurred by MRP or its assignee in connection with the enforcement of any remedies, including all expenses incurred in connection with the return, sale, release or other disposition of the Equipment, including attorneys’ fees and other costs incurred by MRP or its assignee in enforcing or defending its rights and remedies under this Agreement and any other written agreement between Buyer and MRP.

        18.  COMPLIANCE WITH LAWS. Buyer shall (a) carry out the transactions contemplated by this sale and deal with the Equipment in conformity with all applicable laws, rules and regulations of all government authorities, including, without limitation, export laws, (b) obtain all permits and licenses required in connection with the purchase, shipment, installation or use of the Equipment, and (c) be solely responsible to fully understand and comply with laws, rules and regulations. Any information provided is as a convenience only.

        19.  FURTHER ASSURANCES. Upon MRP’s reasonable request, Buyer shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

        20.  ASSIGNMENT; SUCCESSORS AND ASSIGNS. Buyer cannot delegate any duties nor assign any rights or claims under this Agreement without MRP’s prior written consent, and any such attempt or assignment shall be void. In the event that Buyer finances its acquisition of any Equipment with a third party, Buyer may direct MRP to transfer title of such Equipment to such third-party financing company, with all remaining terms and conditions of this Agreement remaining in full force and effect. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns.

        21.  NO THIRD-PARTY BENEFICIARIES. Subject to Section 16, this Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

        22.  GOVERNING LAW; VENUE. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The parties agree that any and all claims, demands, disagreements, controversies or disputes arising out of or relating to this Agreement and any agreement or document delivered in connection herewith (collectively, “Claims”) shall be governed by and construed in accordance with the laws of the State of Utah and adjudicated exclusively in the state and federal courts located in or nearest to Summit County, Utah, which courts shall have the sole and exclusive jurisdiction and venue for adjudication of all Claims. The parties hereby agree upon, consent and stipulate to the jurisdiction and venue of the aforementioned courts for the adjudication of all Claims, to the exclusion of all other courts, forums and venues whatsoever.

        23.  NON-DISPARAGEMENT. Buyer shall not disparage MRP or MRP’s trademarks, websites, products or services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

        24.  NOTICES. Any notice, demand, or communication required, permitted or desired to be given hereunder shall be deemed effectively given when personally delivered, when sent by electronic means, when received by overnight courier, or when mailed by prepaid, certified or registered mail, return receipt requested, addressed to the other party at its address set forth on the Quote or to such other address that the receiving party may designate from time to time in accordance with this Section 25.

        25.  PUBLIC ANNOUNCEMENTS. Unless otherwise stated herein, neither party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of this Agreement, the underlying transactions between MRP and Buyer or agent for Buyer or refer to the other party in relation to this Agreement without the other party’s prior written approval.

        26.  ENTIRE AGREEMENT; ADDITIONAL OR INCONSISTENT TERMS. Subject to Section 32, this Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof, and any unincorporated representation, affirmation of fact, course of prior dealings, promise or condition in connection therewith, or usage of the trade, shall not be binding on either party. Terms and conditions set forth which differ from, conflict with or are not included in this Agreement shall not be part of any agreement between MRP and Buyer unless both parties specifically accept such terms and conditions in writing.

        27.  WAIVER. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

        28.  SURVIVAL. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration o termination and (b) this Section 29 and Sections 10, 12, 13, 14, 15, 16, 17, 21, 22, 23, 24, 26, and 32 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

        29.  RELATIONSHIP OF PARTIES. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

        30.  HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

        31.  ORDER OF PRECEDENCE. In the event of conflict between the Quote, a written agreement by MRP, and these Terms, the order of priority shall be: (1) the written

agreement by MRP, if only if executed by an MRP Officer, (2) the Quote and (3) these Terms, and only to the extent of the direct conflict. Notwithstanding the foregoing, MRP shall not be bound by, and specifically objects to, any terms, conditions or other provisions, both written and oral, which are different from, in addition to or inconsistent with the provisions of this Agreement which are set forth in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise of, or by, Buyer. Fulfillment of Buyer’s order shall not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the terms and conditions contained herein.

        32.  SEVERABILITY. If any part of this Agreement is held to be void, illegal or unenforceable, then it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is held to be void, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is void, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.