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Fotona G-SET Gynecology GA (90°) and GC (360°) Handpiece Essential Guide for Modern Gynecology

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Modern gynecology is shifting rapidly toward minimally invasive, laser-based treatments that improve women’s health outcomes while preserving comfort, safety, and recovery time. The Fotona G-SET gynecology GA (90°) and GC (360°) handpieces sit at the center of this evolution, enabling clinicians to deliver precise, predictable intravaginal laser energy for both functional and aesthetic gynecological procedures.

Understanding the Fotona G-SET Gynecology GA (90°) and GC (360°) Handpieces

The Fotona G-SET gynecology GA (90°) handpiece is a 90-degree angular adapter designed to direct laser energy onto specific intravaginal and urethral targets. It is typically used for localized indications such as stress urinary incontinence, focal vaginal wall laxity, and targeted collagen remodeling in defined segments of the vaginal canal. This 90-degree design allows the clinician to orient the beam toward the anterior, lateral, or posterior wall with high precision and repeatability.

The Fotona G-SET gynecology GC (360°) handpiece, in contrast, is a circular 360-degree adapter that distributes energy homogeneously along the entire circumference of the vaginal canal. The 360-degree golden-mirror construction is engineered to create uniform thermal effects in the mucosa and underlying connective tissue, which is essential for vaginal tightening, treatment of vaginal atrophy, overall vaginal rejuvenation, and global collagen remodeling in a single pass.

Both GA and GC adapters form part of the comprehensive Fotona G-SET intravaginal accessory system, which includes titanium and gold mirror components, single-use or autoclavable specula, and compatibility with Er:YAG laser handpieces such as R11 and patterned handpieces like PS03X. This integration ensures optimized beam delivery and full compatibility with FotonaSmooth SP, Fotona Dynamis, and similar Er:YAG/Nd:YAG platforms commonly used in gynecology and aesthetic gynecology.

Core Laser Technology Behind Fotona G-SET GA and GC Handpieces

At the heart of the Fotona G-SET gynecology GA (90°) and GC (360°) handpieces lies Fotona’s dual-wavelength technology, combining Er:YAG and Nd:YAG laser sources. In gynecological applications, Fotona’s proprietary SMOOTH mode on the Er:YAG wavelength is critical: it delivers non-ablative, thermal pulses that heat the vaginal mucosa and submucosa without causing surface damage. This controlled heating induces neocollagenesis, stimulates fibroblasts, and improves connective tissue structure, supporting thicker, more elastic vaginal walls.

The G-SET GA handpiece uses this SMOOTH mode to target defined areas, such as the anterior vaginal wall in laser-assisted treatments for stress urinary incontinence and urethral sphincter insufficiency. Localized energy deposition improves collagen support beneath the urethra, enhancing urethral closure and improving continence. The GC 360-degree handpiece leverages the same SMOOTH mode but distributes energy circumferentially, ideal for global vaginal laxity, postpartum relaxation of tissues, and age-related changes around the entire canal.

Nd:YAG can be applied complementarily in external or vulvar regions for vascular and dermal remodeling, but intravaginal functional treatments rely heavily on Er:YAG’s absorption in water-rich tissues and precise thermal control. Because Er:YAG energy is absorbed superficially, the SMOOTH mode’s specific pulse structure is what allows effective deeper thermal effects while keeping the epithelium intact and reducing risk of necrosis.

Why the G-SET GA (90°) Handpiece Matters in Modern Gynecology

The Fotona G-SET gynecology GA (90°) handpiece is essential for practitioners who need high control over localization and direction of energy inside the vaginal canal. Its 90-degree angular mirror allows the clinician to target:

  • The anterior vaginal wall for stress urinary incontinence and pelvic floor support.

  • Localized regions of laxity after childbirth.

  • Focal scarring or asymmetrical tissue changes.

  • Specific urethral support areas in women with intrinsic sphincter deficiency.

For stress urinary incontinence, laser energy delivered via the GA handpiece results in collagen contraction, remodeling, and neocollagenesis near the urethra and anterior vaginal wall. Clinical research on Fotona’s intravaginal Er:YAG protocols has shown improvement in pad test results, symptom scores, and patient-reported quality of life for mild to moderate stress urinary incontinence, with no need for incisions or synthetic slings.

The GA 90-degree handpiece is also important for:

  • Repeatable positioning with standardized treatment patterns.

  • Reduced operator variability due to defined beam orientation.

  • Minimizing energy exposure to non-target areas.

  • Enabling combination of GA-focused sessions with GC global sessions for comprehensive treatment planning.

In modern gynecology, where many patients seek alternatives to mid-urethral slings or major surgery, the GA handpiece opens a niche for non-surgical, office-based, walk-in/walk-out options with short downtime and favorable safety profiles.

Why the G-SET GC (360°) Handpiece Is Central to Vaginal Rejuvenation

The Fotona G-SET gynecology GC (360°) handpiece is crafted for complete, circumferential treatment. Its 360-degree reflective design enables homogenous energy delivery along the entire circumference of the vaginal canal, which is critical for:

  • Vaginal tightening and laxity improvement.

  • Postpartum vaginal relaxation.

  • Menopause-related vaginal atrophy.

  • Global vaginal rejuvenation for both functional and sexual health benefits.

In SMOOTH mode protocols, the GC 360-degree handpiece is inserted through a transparent speculum, then the laser pulses are delivered as the device is systematically withdrawn. This technique ensures each segment of tissue receives equal energy, avoiding “hot spots” and gaps. Homogenous energy exposure improves the consistency of collagen remodeling and mucosal thickening, which patients experience as improved tightness, lubrication, reduced dryness, and enhanced comfort during intercourse.

The GC handpiece is especially valuable in practices that offer:

  • Non-surgical vaginal rejuvenation.

  • Menopause symptom management for dryness and irritation.

  • Combination intimate health programs that integrate pelvic floor strengthening, hormonal optimization, and laser therapy.

  • Aesthetic gynecology services focused on quality of life and sexual wellness.

Because many women now research “vaginal rejuvenation laser,” “360-degree vaginal tightening,” and “laser treatment for vaginal atrophy,” having a GC-capable system aligns your service offering with high-intent search queries and rising patient demand for minimally invasive intimate health procedures.

G-SET Technology: Integrating GA (90°) and GC (360°) in a Single Workflow

The Fotona G-SET gynecology system is more than two handpieces; it is a complete intravaginal accessory set optimized for Er:YAG SMOOTH mode procedures. The G-SET typically includes:

  • GA 90-degree angular golden-mirror adapter.

  • GC 360-degree circular golden-mirror adapter.

  • R11 Er:YAG straight handpiece for full-beam delivery.

  • PS03 or PS03X patterned titanium handpiece for fractional or patterned energy.

  • Single-use glass speculum and autoclavable metal speculum.

  • Long and standard applicator cages, plus specialized mirrors for incontinence and tightening.

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This modularity allows clinicians to tailor each session to the patient’s indication. A typical workflow might involve:

  • Global 360-degree treatment with the GC adapter to address overall laxity and mucosal health.

  • Targeted GA 90-degree passes on the anterior wall for stress urinary incontinence.

  • Optional fractional or patterned passes with PS03X for enhanced collagen stimulation in specific segments.

By combining GA and GC in a single session or series, practitioners achieve both localized functional improvement and comprehensive structural enhancement. This synergy is one of the main reasons the Fotona G-SET gynecology GA (90°) and GC (360°) handpieces are considered essential instruments in modern gynecology protocols.

Market Trends: Why G-SET-Based Laser Gynecology Is Growing Fast

The global aesthetic and functional gynecology market has expanded rapidly as women seek treatments for urinary incontinence, vaginal laxity, and menopause-related symptoms without invasive surgery. Reports from consulting firms and medical device market analyses consistently highlight:

  • Rising demand for energy-based devices in gynecology, including Er:YAG, CO2, and radiofrequency systems.

  • High patient interest in non-surgical, outpatient treatments with minimal downtime.

  • Strong growth in women’s health and sexual wellness sectors, especially among peri-menopausal and post-menopausal patients.

  • A shift from purely aesthetic marketing toward quality-of-life, pelvic health, and sexual function outcomes.

Laser-based platforms with dedicated gynecology handpieces, such as the Fotona G-SET GA and GC, occupy a leading position because they offer evidence-backed protocols, reproducible outcomes, and the ability to address multiple conditions—vaginal laxity, atrophy, stress urinary incontinence, chronic irritation, and even lichen sclerosus—through carefully tuned energy delivery modes.

At the same time, clinics increasingly differentiate themselves by promoting comprehensive intimate health programs that integrate laser treatments with pelvic floor therapy, hormonal care, and lifestyle counseling. The G-SET framework aligns well with this integrated approach because it can be combined with modalities like magnetic pelvic floor stimulation systems to address both tissue quality and muscular strength.

Company Background: ALLWILL’s Role in Supporting Laser Gynecology Growth

ALLWILL is redefining B2B medical aesthetics by focusing on innovation, trust, and efficiency, with a mission to solve the sourcing, maintenance, and upgrade challenges clinics face when investing in technologies such as Fotona G-SET gynecology GA (90°) and GC (360°) handpieces. Through an industry-leading Smart Center for inspection, repair, and refurbishment, and platforms like MET and Lasermatch, ALLWILL helps practitioners access, manage, and service advanced laser systems without friction, ensuring performance standards are met and device investments deliver long-term value.

Key Clinical Applications of Fotona G-SET GA (90°) and GC (360°)

The value of the G-SET GA and GC handpieces becomes most apparent when examining their clinical indications. With appropriate protocols and patient selection, practices can address:

  • Mild to moderate stress urinary incontinence via anterior wall tightening and urethral support.

  • Mixed urinary incontinence when combined with pelvic floor strengthening.

  • Vaginal laxity after childbirth, improving tightness and sexual satisfaction.

  • Menopausal vaginal atrophy, enhancing lubrication and reducing dryness, itching, and burning.

  • Chronic vaginal irritation and recurrent infections by improving mucosal health and local circulation.

  • Certain vulvar and vestibular conditions when external protocols are integrated with internal treatments.

The GA handpiece is typically preferred for targeted anterior wall treatments and special protocols focused on incontinence and urethral support. The GC 360-degree handpiece is favored for global rejuvenation, vaginal tightening, and atrophy protocols, where circumferential collagen remodeling is desired. By owning both GA and GC, a clinic can adapt its approach to the exact anatomical and functional needs of each patient.

How the GA (90°) and GC (360°) Handpieces Improve Patient Experience

From the patient’s perspective, the primary appeal of Fotona G-SET gynecology GA (90°) and GC (360°) treatments is the combination of effectiveness, comfort, and minimal disruption. Key experience benefits include:

  • Non-surgical intravaginal procedures typically performed without general anesthesia.

  • Walk-in/walk-out visits with minimal post-treatment restrictions.

  • Short session times, commonly under 30 minutes depending on protocol.

  • Mild, transient discomfort in most cases, often described as warmth or mild pressure.

  • Minimal or no downtime, allowing rapid return to daily activities.

  • Gradual but noticeable improvements in continence, lubrication, and tightness over weeks as collagen remodeling progresses.

The ergonomic design of the GA and GC adapters, in combination with smooth insertion through glass or metal specula and preset SMOOTH mode parameters on Fotona systems, helps reduce operator learning curves and contributes to consistent, patient-friendly experiences across treatments.

Top Fotona Gynecology Configurations Featuring G-SET GA and GC

The following table summarizes commonly chosen Fotona system configurations that leverage the G-SET GA (90°) and GC (360°) handpieces in modern gynecological practice.

System / Kit Name Key Advantages Typical Ratings (Clinician Feedback) Primary Use Cases
FotonaSmooth SP with G-SET Dual Er:YAG/Nd:YAG, advanced SMOOTH mode, full G-SET intravaginal accessory suite including GA and GC Highly rated for versatility in functional and aesthetic gynecology Stress urinary incontinence, vaginal laxity, atrophy, aesthetic gynecology, combined dermatology and gynecology workflows
Dynamis Max with G-SET Technology Includes 90° and 360° golden-mirror adapters, patterned PS03X handpiece, broad treatment library Strong feedback for integration of scanning, facial and body applications with gynecology Comprehensive women’s health centers offering gynecology, intimate wellness, and aesthetic procedures in one platform
Fotona Dynamis with G-Runner and G-SET Automated G-Runner scanner, GA and GC handpieces, ergonomic presets Praised for homogenous energy delivery and reduced operator fatigue High-volume clinics delivering standardized protocols for vaginal tightening and incontinence
Entry Er:YAG system upgraded with G-SET Accessible price point, modular upgrade path, GA and GC available as accessories Rated well by new adopters of laser gynenecology Practices transitioning from purely surgical approaches to minimally invasive laser gynecology, early-stage intimate health programs
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This matrix shows how central the G-SET GA (90°) and GC (360°) handpieces are across Fotona’s gynecological product ecosystem. Whether in top-tier multi-application systems or incremental upgrades, they unlock core gynecology workflows that align with current patient demand.

Competitor Comparison: G-SET GA and GC vs Other Gynecologic Laser Handpieces

Clinics often compare Fotona’s G-SET gynecology GA and GC handpieces with alternative gynecology laser systems, especially CO2-based platforms and radiofrequency devices. The following table outlines key feature differences.

Feature Fotona G-SET GA (90°) and GC (360°) Typical CO2 Vaginal Laser Handpieces Radiofrequency Vaginal Probes
Energy Source Er:YAG with SMOOTH mode, optional Nd:YAG for complementary use Fractional or non-fractional CO2 Monopolar or bipolar RF
Mode of Action Non-ablative, thermal collagen remodeling with intact epithelium in SMOOTH mode Often fractional microablative, with pinpoint epithelial ablation Deep capacitive heating of tissues via RF
Beam Delivery 90° angular GA for focal targeting, 360° GC for circumferential coverage using golden mirrors Often 360° or fractional patterning via internal scanner but usually single-style applicator 360° RF coils or multipolar electrodes
Depth Control Strong water absorption, precise superficial thermal effect, controlled depth via pulse structure Deeper thermal effect combined with surface ablation, higher risk if misused Less selective heating, depends on tissue impedance
Patient Downtime Minimal, usually no ablative wound healing phase May involve light discharge, sensitive epithelium in microablative protocols Usually minimal downtime
Main Strengths Highly controlled non-ablative intravaginal remodeling, dual GA and GC options, extensive clinical literature Strong remodeling but with more surface disruption; widely known in early vaginal laser market Comfortable heating and tightening, but less specific tissue targeting than laser
Long-Term Flexibility Integrates with gynecology, dermatology, and aesthetic protocols using the same base system Primarily gynecology focused; limited outside applications Often single-purpose intimate wellness devices

This comparison illustrates why many modern clinics prioritize G-SET-based solutions: they balance effectiveness, safety, and versatility, while offering both 90-degree targeted and 360-degree global coverage in the same ecosystem.

Real User Cases and ROI with G-SET GA (90°) and GC (360°)

Case 1: A mid-sized women’s health clinic serving peri-menopausal patients adopted a Fotona system with G-SET GA and GC handpieces to address stress urinary incontinence and vaginal atrophy. Over 12 months, they structured treatment programs consisting of three to four intravaginal sessions spaced several weeks apart. Patient satisfaction surveys revealed significant improvements in leakage episodes, dryness, and sexual satisfaction, with many patients reporting improvements after two sessions. The clinic observed strong word-of-mouth referrals and increased bookings, recovering the device investment within about 18–24 months.

Case 2: An aesthetic gynecology practice previously focused on surgical procedures added G-SET GA and GC laser protocols to broaden its offerings. For postpartum patients seeking vaginal tightening but hesitant about surgery, GC 360-degree sessions became the preferred entry-level option. Over time, the practice found that a majority of these patients also opted for additional aesthetic services, leading to higher lifetime value per patient and improved schedule stability with a consistent flow of non-surgical cases.

Case 3: A multi-specialty medical spa integrated G-SET GA and GC treatments with pelvic floor strengthening technologies such as magnetic stimulation chairs. Combining anterior vaginal wall laser therapy with pelvic floor sessions provided dual benefits for stress urinary incontinence and laxity. Patients appreciated the comprehensive program, and the clinic marketed this integrated approach as a unique “functional and structural pelvic health” pathway, increasing differentiation in a competitive market.

From a return-on-investment standpoint, the G-SET GA and GC handpieces contribute by enabling high-value programs, recurring treatment packages, and premium intimate health services that attract self-pay patients and generate predictable revenue streams.

Practical Workflow: Implementing GA and GC Handpieces in Daily Practice

Introducing G-SET GA (90°) and GC (360°) into a gynecology clinic or women’s health center requires a structured workflow. Key elements include:

  • Training clinicians in SMOOTH mode parameters, energy settings, and safety protocols.

  • Standardizing patient screening for contraindications such as pregnancy, severe prolapse, active infection, or certain systemic conditions.

  • Defining treatment algorithms for specific indications: incontinence, vaginal laxity, atrophy, recurrent infections, or pain.

  • Establishing photographic and symptom-based documentation to track progress.

  • Educating patients on realistic expectations, time frames for collagen remodeling, and maintenance treatment options.

In practice, a typical session with the GC handpiece involves insertion via speculum, sequential energy delivery while gradually withdrawing the adapter, and standardized patterns ensuring full coverage. When using the GA handpiece, the clinician carefully positions the 90-degree mirror toward the target wall, adjusting orientation as needed to treat localized segments.

Combining the two in a single session may involve a global GC pass followed by targeted GA energy on specific anatomical points. This layered strategy ensures both generalized tightening and focal reinforcement of weak structures.

Safety Profile and Risk Management with G-SET GA and GC

Safety is a core concern in any intravaginal laser procedure. Fotona’s Er:YAG SMOOTH mode and the design of G-SET GA and GC handpieces are intended to reduce risks by:

  • Delivering non-ablative, sub-ablative energy that preserves surface epithelium.

  • Providing homogenous 360-degree coverage with GC, avoiding excessive localized heating.

  • Allowing precise beam direction with GA, reducing exposure to non-target tissues.

  • Offering pre-set protocols based on published clinical research and accumulated experience.

Nevertheless, proper patient selection, parameter adherence, and handpiece hygiene are crucial. Some patients may experience temporary warmth, increased discharge, mild swelling, or transient irritation after treatment. Clear post-treatment instructions and follow-up visits help manage expectations and promptly address any concerns.

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When integrating G-SET GA (90°) and GC (360°) into practice, clinics should establish standard operating procedures, maintain quality control on specula and adapters, and conduct periodic refresher training to keep clinical teams aligned with evolving best practices.

Future Trends: The Role of G-SET GA and GC in Next-Generation Gynecology

The future of gynecology will likely see even stronger convergence between functional medicine, regenerative therapies, and technology-driven interventions. Fotona G-SET gynecology GA (90°) and GC (360°) handpieces are well positioned within this shift for several reasons:

  • Demand for minimally invasive intimate health treatments will continue to rise as awareness grows.

  • Data-driven protocols, including objective measures of tissue elasticity, collagen density, and pelvic floor function, will shape personalized treatment plans.

  • Integration with AI-assisted imaging and automated scanners like G-Runner may further standardize and optimize energy delivery.

  • Combination therapies, such as laser plus biologics, hormone therapy, and neuromuscular stimulation, will become more prevalent for complex pelvic floor and menopausal symptoms.

  • Regulatory and guideline frameworks will likely expand to incorporate energy-based gynecology protocols, further validating their role in mainstream care.

In this context, the GA and GC handpieces are not static accessories; they serve as key enablers of evolving clinical pathways, giving practitioners the ability to fine-tune tissue-specific treatments and adapt to new evidence as it emerges.

Frequently Asked Questions About Fotona G-SET Gynecology GA (90°) and GC (360°)

What is the Fotona G‑SET Gynecology GA (90°) handpiece used for?
The Fotona G‑SET GA (90°) gynecology handpiece is designed for precise, directed vaginal treatment with a 90‑degree angled tip, enabling controlled access to the anterior vaginal wall and targeted therapy for stress urinary incontinence, vaginal laxity, and other gynecologic indications. It delivers SMOOTH® mode Er:YAG energy for collagen remodeling with minimal discomfort and short treatment time.

What is the Fotona G‑SET GC (360°) handpiece and how does it work?
The Fotona G‑SET GC (360°) gynecology handpiece features a full‑circumferential 360‑degree emitter to deliver uniform Er:YAG energy around the entire vaginal canal, promoting homogeneous collagen tightening and mucosal remodeling. It is typically used in SMOOTH® mode protocols for vaginal rejuvenation, dryness, and laxity, with walk‑through or semi‑automated settings for consistent coverage.

How do I choose between the GA (90°) and GC (360°) handpieces in gynecology?
Choose the GA (90°) handpiece when you need focused, directional treatment targeting specific zones such as the anterior wall or introitus, useful for stress urinary incontinence and localized laxity. Opt for the GC (360°) handpiece when you want full‑circumferential vaginal tightening and volumetric remodeling for generalized vaginal relaxation syndrome or all‑around rejuvenation.

What are the key treatment parameters for Fotona G‑SET GA and GC handpieces?
For both the GA (90°) and GC (360°) handpieces, use SMOOTH® mode with Er:YAG at low to moderate fluence and pulse repetition rate, typically in the 30–50 mJ range with 10–15 Hz, adjusted for patient comfort and tissue response. Always follow Fotona’s latest gynecology protocol, including 3‑session series spaced 20–30 days apart, to optimize collagen remodeling and long‑term tightening outcomes.

How do I safely prepare and position the G‑SET GA (90°) handpiece during treatment?
Before using the G‑SET GA (90°) gynecology handpiece, confirm vaginal preparation (antiseptic clean, speculum if needed) and ensure the patient is in a comfortable lithotomy or supine position. Gently insert the 90‑degree angled tip along the target zone, maintain consistent contact or slight standoff, and move slowly in overlapping passes to avoid overtreatment and ensure even thermal distribution.

What are the safety and side‑effect considerations for the G‑SET GC (360°) vaginal handpiece?
Use low‑to‑moderate fluence and monitor for immediate redness, mild edema, or transient burning, which usually resolve within hours to days; avoid excessive energy or repeated passes to prevent mucosal thickening or dyspareunia. Ensure contraindications are ruled out (active infection, pregnancy, uncontrolled malignancy) and document all Fotona gynecology safety protocols in your practice workflow.

How should clinics maintain and store the Fotona G‑SET GA and GC handpieces?
After each use, remove the G‑SET GA (90°) and GC (360°) handpieces from the laser console, clean the exterior with recommended disinfectant wipes, and inspect the lens or tip for debris or carbonization. Store both handpieces in a dry, low‑dust environment with protective caps, and schedule periodic professional inspection or servicing through a trusted partner such as ALLWILL to preserve optical integrity and performance.

How can ALLWILL support practices implementing the Fotona G‑SET GA and GC gynecology handpieces?
ALLWILL offers brand‑agnostic consultations to help practices select, configure, and optimize Fotona G‑SET GA (90°) and GC (360°) handpieces within broader gynecology and aesthetics workflows. Through ALLWILL’s Smart Center and global service network, clinics can access refurbished devices, training‑linked support, and protocol guidance to integrate these gynecology handpieces into high‑volume, outcome‑driven treatment programs.

Conversion-Focused Call to Action for Clinicians

If you manage a gynecology clinic, women’s health center, or aesthetic practice and want to expand into high-demand intimate wellness and pelvic health services, the Fotona G-SET gynecology GA (90°) and GC (360°) handpieces offer a clinically robust pathway. Start by evaluating your current patient base: how many women express concerns about leakage, dryness, or vaginal laxity but decline surgery. Then map these needs to structured, non-surgical laser programs that combine GA-targeted and GC-global treatments.

Next, assess your equipment roadmap and training plan. Align your investment in G-SET-compatible laser platforms with clear financial projections, bundling treatment packages and long-term maintenance programs that create recurring revenue. Finally, focus on patient education, guiding women to understand that intravaginal Er:YAG SMOOTH mode with G-SET GA and GC handpieces can support function, comfort, and confidence without invasive procedures, positioning your practice at the forefront of modern gynecology.

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        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.