Exhibit 10.50
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS
This Settlement Agreement and Mutual Release of Claims ("Agreement"), dated as of November 3, 2008 (the
"Effective Date") is entered into between C.D.S. Engineering, LLC, a limited liability company organized under
the laws of the State of California with a principal place of business at 40725 Encyclopedia Circle, Fremont, CA
94538 ("CDS"), on behalf of itself, its representatives, heirs, executors, administrators, trustees, predecessors
(including, without limitation, CDS Group Corporation, a Delaware corporation), successors, affiliates (including,
without limitation, C.D.S. Engineering, Inc., a California corporation), subrogors, subrogees, lessees, lessors,
grantees, assignees, assignors, subsidiaries, agents, employees, servants, owners, alter egos, attorneys, general
partners, limited partners, and representatives on the one hand, and Intraop Medical Corporation, a corporation
organized under the laws of the State of Delaware with a principal place of business at 570 Del Rey Avenue,
Sunnyvale, California, 94085 ("Intraop"), acting on behalf of itself, its representatives, heirs, executors,
administrators, trustees, predecessors, successors, affiliates, subrogors, subrogees, lessees, lessors, grantees,
assignees, assignors, subsidiaries, parent corporations, agents, employees, servants, officers, directors, members,
shareholders, owners, alter egos, attorneys, general partners, and limited partners, on the other hand. CDS and
Intraop are sometimes referred to hereinafter individually as a "Party," and collectively, the "Parties".
WHEREAS:
A. Intraop and CDS are parties to a Manufacturing Services Agreement dated September 5, 2002, amended on
January 6, 2005, further amended on March 16, 2005, and further amended on April 28, 2005 (as amended, the
"MSA"), under which CDS agreed to manufacture for and sell to Intraop certain Products (as such term is
defined in the MSA) and accessories under and relating to Intraop's propri