SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

PHOTOMEDEX, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

719358202

(CUSIP Number)

Perseus Partners VII, L.P.
c/o Perseus, L.L.C.
2099 Pennsylvania Avenue, N.W., 9th Floor
Washington, D.C. 20006
(202) 452-0101

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 27, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 719358202 

1	NAMES OF REPORTING PERSONS Perseus Partners VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			4,533,5481
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,533,5481
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,533,5481
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.5%2
14	TYPE OF REPORTING PERSON
	PN

¹ This number represents the sum of (i) the maximum number of shares of common stock (“Common Stock”) of PhotoMedex, Inc. (the “Issuer”) that could be issued to Perseus Partners VII, L.P. (the “Investor”) in connection with the conversion of a secured convertible promissory note in the principal amount of $18 million (the “First Tranche Note”), and (ii) the maximum number of shares of Common Stock that could be issued to the Investor in connection with the exercise of a warrant (the “First Tranche Warrant”). The First Tranche Note and the First Tranche Warrant were issued by the Issuer to the Investor on February 27, 2009 pursuant to a Securities Purchase Agreement by and between the Issuer and the Investor, dated as of August 4, 2008, as amended by Amendment No. 1 thereto, dated as of February 27, 2009. This statement on Schedule 13D (this “Statement”) assumes that the First Tranche Note will be fully converted and the First Tranche Warrant will be fully exercised. The First Tranche Note has a conversion price of $5.16152 per share, may be converted at any time after the date of issuance and will mature on February 27, 2014. The First Tranche Warrant has an exercise price of $5.16152 per share, may be exercised at any time after the date of issuance and will expire on February 27, 2017. The First Tranche Note bears interest at a rate of 8.0% per annum, with such interest payable, in the Issuer’s discretion, in cash or in kind by the issuance of additional secured convertible promissory notes (“Additional Notes”). Assuming that (a) all interest payable on the First Tranche Note is paid by the issuance of Additional Notes, (b) neither the First Tranche Note nor any of the Additional Notes are prepaid and (c) all Additional Notes are fully converted, the Investor would receive an additional 1,674,777 shares of Common Stock upon the conversion of all such Additional Notes.

² This number represents the percentage obtained by: (a) dividing the total number of shares of Common Stock being reported in this Statement as beneficially owned by the Investor (4,533,548) by (b) the sum of (i) the number of shares of Common Stock outstanding on February 27, 2009 (9,000,175) based on information provided by the Issuer to the Reporting Persons and (ii) the 4,533,548 shares of Common Stock referred to above.

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CUSIP No. 719358202 

1	NAMES OF REPORTING PERSONS Frank H. Pearl3
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Sates
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,534,7984
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,534,7984
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,534,7984
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.5%5
14	TYPE OF REPORTING PERSON
	IN

³ 4,533,548 of the shares reported herein are held directly for the account of the Investor. 1,250 of the shares reported herein represent the total number of shares of Common Stock issuable upon the exercise of the options that are exercisable within 60 days of the date of this Statement and that were granted to Mr. John M. Glazer, Managing Director of Perseus, L.L.C., in connection with his appointment to the board of directors of the Issuer, and held by him as a nominee of Perseus, L.L.C. (the “Options”). See Item 3 of this Statement for additional information. Mr. Pearl has been included in this Statement solely because of the indirect control he exercises over the Investor and Perseus, L.L.C. By virtue of such control, he may be deemed to have beneficial ownership of the securities being reported in this Statement.

⁴ This number represents the sum of (i) the maximum number of shares of Common Stock that could be issued to the Investor in connection with the conversion of the First Tranche Note, (ii) the maximum number of shares of Common Stock that could be issued to the Investor in connection with the exercise of the First Tranche Warrant, and (iii) the number of shares of Common Stock that could be issued to Mr. Glazer, and held by him as a nominee of Perseus, L.L.C., in connection with the exercise of the Options. The First Tranche Note and the First Tranche Warrant were issued by the Issuer to the Investor on February 27, 2009 pursuant to a Securities Purchase Agreement by and between the Issuer and the Investor, dated as of August 4, 2008, as amended by Amendment No. 1 thereto, dated as of February 27, 2009. This Statement assumes that the First Tranche Note will be fully converted and the First Tranche Warrant will be fully exercised. The First Tranche Note has a conversion price of $5.16152 per share, may be converted at any time after the date of issuance and will mature on February 27, 2014. The First Tranche Warrant has an exercise price of $5.16152 per share, may be exercised at any time after the date of issuance and will expire on February 27, 2017. The First Tranche Note bears interest at a rate of 8.0% per annum, with such interest payable, in the Issuer’s discretion, in cash or in kind by the issuance of Additional Notes. Assuming that (a) all interest payable on the First Tranche Note is paid by the issuance of Additional Notes, (b) neither the First Tranche Note nor any of the Additional Notes are prepaid and (c) all Additional Notes are fully converted, the Investor would receive an additional 1,674,777 shares of Common Stock upon the conversion of all such Additional Notes. This Statement assumes that all of the Options will be exercised. The Options have an exercise price of $2.10 per share, may be exercised as of March 31, 2009, and expire on February 27, 2019.

⁵ This number represents the percentage obtained by: (a) dividing the total number of shares of Common Stock being reported in this Statement as beneficially owned by Mr. Pearl (4,534,798) by (b) the sum of (i) the number of shares of Common Stock outstanding on February 27, 2009 (9,000,175) based on information provided by the Issuer to the Reporting Persons and (ii) the 4,534,798 shares of Common Stock referred to above.

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CUSIP No. 719358202 

Item 1. Security and Issuer.

The class of equity securities to which this statement on Schedule 13D (this “Statement”) relates is the common stock, par value $0.01 per share (the “Common Stock”), of PhotoMedex, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is 147 Keystone Drive, Montgomery, Pennsylvania 18936. This Statement is being filed by the Reporting Persons (as defined below) to report the acquisition by Perseus Partners VII, L.P., a Delaware limited partnership (the “Investor”), of a secured convertible promissory note that is convertible into shares of Common Stock, and a warrant that is exercisable into shares of Common Stock, that if fully converted or exercised, as applicable, would result in the Investor holding more than 5% of the outstanding shares of Common Stock. As a result of such acquisition, each of the Reporting Persons may be deemed the beneficial owner of more than 5% of the outstanding shares of Common Stock. In addition, this Statement reports the beneficial ownership Frank H. Pearl (“Mr. Pearl”) may be deemed to have of the 1,250 shares of Common Stock issuable upon exercise of options granted to Mr. John M. Glazer, Managing Director of Perseus, L.L.C., as described herein, as a result of Mr. Pearl’s control of Perseus, L.L.C.

Item 2. Identity and Background.

(a), (b) and (c).

This Statement is filed on behalf of each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act:

The Investor, and

Mr. Pearl.

The Investor and Mr. Pearl are collectively referred to herein as the “Reporting Persons.”

The business address of the Investor and Mr. Pearl is 2099 Pennsylvania Avenue, N.W., 9th Floor, Washington, D.C. 20006.

The Investor was organized for the purpose of acquiring, holding, managing and disposing of various forms of investments in various businesses.

Mr. Pearl is the Chairman and Chief Executive Officer of Perseus, L.L.C., a Delaware limited liability company. Mr. Pearl controls Perseus, L.L.C., which was formed to engage, indirectly, in the acquiring, holding, managing and disposing of various forms of investments in various businesses, and which, through certain subsidiary entities, controls the Investor.¹ Mr. Pearl has been included as a Reporting Person in this Statement solely because of the indirect control he exercises over the Investor and Perseus, L.L.C. By virtue of such control, Mr. Pearl may be deemed to have beneficial ownership of the securities being reported in this Statement.

⁶ Perseus Partners VII GP, L.P., a Delaware limited partnership, is the general partner of the Investor. Perseus Partners VII GP, L.L.C., a Delaware limited liability company, is the general partner of Perseus Partners VII GP, L.P. The sole member of Perseus Partners VII GP, L.L.C. is Perseus, L.L.C. Perseuspur, L.L.C., a Delaware limited liability company, is the managing member of Perseus, L.L.C. Mr. Pearl, individually, owns 72.9% of Perseuspur, L.L.C. Mr. Pearl also is the sole director and sole shareholder of Rappahannock Investment Company, a Delaware corporation, which in turn owns the remaining 27.1% of Perseuspur, L.L.C.

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(d) None of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

(e) None of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities law or finding any violations with respect to such laws during the past five years.

(f) The Investor is a limited partnership organized under the laws of the State of Delaware. Mr. Pearl is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

The securities being reported in this Statement were acquired by the Reporting Persons in a financing transaction that closed on February 27, 2009 (the “First Tranche Investment”). The First Tranche Investment represents the first investment in a potential series of two investments by the Investor in the Issuer pursuant to a Securities Purchase Agreement by and between the Investor and the Issuer, dated August 4, 2008 (as amended by Amendment No. 1 thereto, dated as of February 27, 2009, the “Purchase Agreement”). In connection with the First Tranche Investment, the Issuer issued and sold to the Investor the following securities in exchange for the Investor’s payment of an aggregate purchase price of $18 million:

(1)

A secured convertible promissory note in the principal amount of $18 million that is convertible at any time into shares of Common Stock at a conversion price equal to $5.16152 per share (the “First Tranche Note”). The First Tranche Note bears interest at a rate of 8.0% per annum, which interest is payable, in the Issuer’s discretion, in cash or in kind by the issuance of additional secured convertible promissory notes (the “Additional Notes”), and will mature on February 27, 2014. The Additional Notes will also be convertible at any time into shares of Common Stock at a conversion price equal to $5.16152 per share. Assuming that (i) all interest payable on the First Tranche Note is paid by the issuance of Additional Notes, (ii) neither the First Tranche Note nor any Additional Notes are prepaid, and (iii) all Additional Notes are fully converted, the Investor would receive an additional 1,674,777 shares of Common Stock upon the conversion of such Additional Notes. The First Tranche Note (and any Additional Notes) are (or will be) subject to mandatory conversion if on any date that is 31 days after the note issuance date, the volume-weighted average closing price of the Common Stock for the 30 consecutive trading days immediately prior to such date exceeds 300% of the then-effective conversion price; and

(2)

A warrant to purchase a maximum of 1,046,204 shares of Common Stock at an exercise price equal to $5.16152 per share (the “First Tranche Warrant”, and together with the First Tranche Note, the “First Tranche Securities”). The First Tranche Warrant may be exercised at any time, will expire on February 27, 2017 and includes a cashless exercise provision.

This Statement assumes that the First Tranche Note will be fully converted and the First Tranche Warrant will be fully exercised.

The Issuer used a portion of the net proceeds from the issuance of the First Tranche Securities to fund its acquisition of the business (the “PT Business”) of Photo Therapeutics Group Limited, a private limited liability company organized under the laws of England and Wales (the “PT Acquisition”). The remaining amount will be used by the Issuer to fund working capital needs.

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CUSIP No. 719358202 

The source of the funds used to acquire the First Tranche Securities was capital contributions from the partners of the Investor.

In addition, upon the completion of the First Tranche Investment, at the designation of the Investor, Mr. John M. Glazer, Managing Director of Perseus, L.L.C. (the “Perseus Director”), was appointed to the board of directors of the Issuer (the “Board”). Mr. Glazer is a representative of Perseus, L.L.C. As a non-employee director, Mr. Glazer is eligible to participate in the Issuer’s Non-Employee Director Stock Option Plan, and on February 27, 2009, Mr. Glazer was granted 5,000 options to purchase 5,000 shares of Common Stock, 1,250 of which are exercisable within 60 days of the date of this Statement (the “Options”) into 1,250 shares of Common Stock (the “Option Shares”). Mr. Glazer holds these options, and will hold any shares of Common Stock issued to him upon exercise thereof, and any future options that may be granted to him on account of his service as the Perseus Director, as a nominee of Perseus, L.L.C. No purchase price was paid for the options granted to Mr. Glazer.

The Options have an exercise price of $2.10 per share, may be exercised as of March 31, 2009, and expire on February 27, 2019. This Statement assumes that all of the Options will be exercised.

A second investment by the Investor in the Issuer (the “Second Tranche Investment”) will be completed if the Issuer is required to pay certain contingent consideration to Photo Therapeutics Group Limited based upon the PT Business achieving certain financial performance thresholds, and assuming satisfaction of the conditions precedent to the Second Tranche Investment provided in the Purchase Agreement. If the Second Tranche Investment is completed, the Issuer will issue and sell to the Investor (i) a secured convertible promissory note having terms and conditions substantially identical to the First Tranche Note (other than with respect to conversion price), having an aggregate principal amount of up to $7 million (the “Second Tranche Note”), and (ii) a warrant to purchase shares of Common Stock having terms and conditions substantially identical to the First Tranche Warrant (other than with respect to exercise price) (the “Second Tranche Warrant”, and together with the Second Tranche Note, the “Second Tranche Securities”), in exchange for the Investor’s payment of an aggregate purchase price equal to the principal amount of the Second Tranche Note. The Second Tranche Note would bear interest at a rate of 8.0% per annum, such interest being payable, in the Issuer’s discretion, in cash or in kind by the issuance of additional secured convertible promissory notes, and it may be converted at any time after the date of issuance. The Second Tranche Note also would be due in full on February 27, 2014. The Second Tranche Warrant would be exercisable as of the date of issuance, would expire on February 27, 2017 and would include a cashless exercise provision.

Item 4. Purpose of Transaction.

The Reporting Persons completed the First Tranche Investment for investment purposes. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Persons, acquire other promissory notes, warrants or shares of Common Stock, outside of those contemplated by the Purchase Agreement. The Reporting Persons reserve the right to, and may in the future choose to, change their purpose with respect to the investment and take such actions as they deem appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the promissory notes, warrants or shares of Common Stock which they now own or may hereafter acquire from the Issuer.

Except as described below, as of the date of this Statement, the Reporting Persons do not have plans or proposals which would result in:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

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CUSIP No. 719358202 

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any action similar to any of those actions enumerated above.

Notwithstanding the foregoing, as of the date of this Statement, the Reporting Persons do have plans or proposals which would result in:

(a) the acquisition of additional securities of the Issuer:

Item 3 of this Statement is hereby incorporated by reference.

(d) a change in the present board of directors of the Issuer:

Upon the closing of the First Tranche Investment, the Investor had a right to designate the Perseus Director under the Purchase Agreement. In the event that the Second Tranche Investment is completed, the Issuer would be required to take all actions within its control to cause the election of a second person designated by the Investor to the Board.

In addition, the Purchase Agreement provides that as long as the Investor is the beneficial owner of at least 50% of the shares of Common Stock issuable upon conversion or exercise of the securities acquired in the First Tranche Investment and, if completed, the Second Tranche Investment, the Issuer will be required to take all actions as necessary to cause the election or appointment to the Board of a qualified independent director, in accordance with applicable Nasdaq listing standards, that has been approved by the Investor (the “Independent Director Condition”). The Purchase Agreement also provides that the Issuer is required to take all actions as are necessary to cause the Board to consist of not more than seven members (the “Board Size Condition”). In connection with the First Tranche Investment, the Investor and the Issuer agreed to extend the time for satisfaction of the Independent Director Condition and the Board Size Condition to March 31, 2009.

(g) an impediment to the acquisition of control of the Issuer by any person:

The Purchase Agreement includes certain affirmative and negative covenants including, among other things, that (i) the Investor will have participation rights in the Issuer’s future financing transactions, (ii) the Issuer is restricted from acquiring or disposing of a significant portion of its assets, (iii) the Issuer is restricted from paying dividends to its stockholders, and (iv) the Investor will have a right of first refusal to exclusively purchase any financing-related securities that the Issuer proposes to issue.

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CUSIP No. 719358202 

The Purchase Agreement also provides that the Investor’s prior written consent is required for the Issuer to enter into any transaction, or a series of related transactions, that would result in a "Change of Control,” defined in the Purchase Agreement to include, among other things: (A) any merger, consolidation, reorganization, recapitalization, or other business combination involving the Issuer or any of its subsidiaries, in which the stockholders of the Issuer immediately prior thereto do not own, directly or indirectly, 50% of the combined outstanding voting power of the surviving entity, (B) the sale of all or substantially all of the assets of the Issuer, and (C) any person other than the Investor becoming the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the outstanding capital stock of the Issuer. However, such consent will not be required if the Investor receives a specified rate of return on its investment in cash or liquid securities in connection with such Change of Control.

By withholding its consent or by exercising its other rights under the Purchase Agreement, the Investor could impede the acquisition of control of the Issuer by other persons.

Item 5. Interest in Securities of the Issuer.

(a) The Investor beneficially owns an aggregate of 4,533,548 shares of Common Stock. This number represents the maximum number of shares of Common Stock that the Investor could beneficially own, assuming full conversion of the First Tranche Note and full exercise of the First Tranche Warrant. Based on calculations made in accordance with Rule 13d-3, this number represents approximately 33.5% of the sum of (i) the number of shares of Common Stock outstanding on February 27, 2009 (9,000,175) based on information provided by the Issuer to the Reporting Persons, and (ii) the 4,533,548 shares of Common Stock referred to above).

Mr. Pearl may be deemed to beneficially own an aggregate of 4,534,798 shares of Common Stock. This number represents the 4,533,548 shares of Common Stock referred to above beneficially owned by the Investor plus the 1,250 shares of Common Stock issuable upon exercise of the options exercisable within 60 days of the date of this Statement and that were granted to Mr. Glazer in connection with his service as the Perseus Director, and held by him as nominee of Perseus, L.L.C. Based on calculations made in accordance with Rule 13d-3, this number represents approximately 33.5% of the sum of (i) the number of shares of Common Stock outstanding on February 27, 2009 (9,000,175) based on information provided by the Issuer to the Reporting Persons, and (ii) the 4,534,798 shares of Common Stock referred to above.

(b) The Investor will have sole voting and dispositive power with respect to the 4,533,548 shares of Common Stock beneficially owned by the Investor. By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Statement, Mr. Pearl may be deemed to have the power to direct the voting and disposition of the 4,533,548 shares of Common Stock beneficially owned by the Investor and the Option Shares.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

Items 3 and 4 of this Schedule are incorporated herein by reference.

Securities Purchase Agreement. The terms of the Purchase Agreement are described in Items 3 and 4 above.

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In addition to the covenants described in Item 4(d) and (g) above, the Purchase Agreement also provides:

• Without the Investor’s consent, the Issuer may not: incur additional indebtedness except for certain types of permitted indebtedness; enter into a joint venture; make an investment in any person other than its subsidiaries; redeem shares of its capital stock; or amend any material provision of its loan agreement with CIT Healthcare LLC and Life Sciences Capital LLC;

• The Issuer must take all commercially reasonable efforts to obtain a new credit facility primarily for additional financing for the Issuer in an amount not less than $10,000,000 over a period of at least 18 months;

• The Investor may pledge the securities of the Issuer held by the Investor as security in connection with a loan or financing arrangement, and such pledge shall not be deemed a transfer or sale of such securities; and

• The Issuer must consult with the Investor regarding the preparation of its annual budget and business plan.

Registration Rights Agreement. On February 27, 2009, the Issuer and the Investor entered into a Registration Rights Agreement, pursuant to which the Investor is granted certain registration rights to enable the resale of the shares of Common Stock issuable upon the conversion of the First Tranche Note, the Second Tranche Note or any Additional Notes and the exercise of the First Tranche Warrant or Second Tranche Warrant. The Investor also has certain piggy-back registration rights with respect to any registration statements filed by the Issuer.

Pledge and Security Agreement. On February 27, 2009, the Issuer and the Investor, as the secured party and as the collateral agent on behalf of the secured party, entered into a Pledge and Security Agreement, pursuant to which the Issuer granted to the Investor a perfected lien on and a security interest in certain of its and its subsidiaries’ assets in order to secure the Issuer’s payment of its obligations under the First Tranche Note, the Second Tranche Note, if issued, and any additional notes issued as payment of interest thereon.

Secured Convertible Promissory Note. On February 27, 2009, the Issuer issued and sold to the Investor the First Tranche Note, the material terms of which are described in Items 3 and 4 above.

Warrant. On February 27, 2009, the Issuer issued to the Investor the First Tranche Warrant, the material terms of which are described in Items 3 and 4 above.

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Item 7. Material to be filed as Exhibits.

Exhibit No.		Document
	99.1	Joint Filing Agreement, dated as of March 9, 2009, by and between Perseus Partners VII, L.P. and Frank H. Pearl
	99.2	Securities Purchase Agreement, dated as of August 4, 2008, by and between the PhotoMedex, Inc. and Perseus Partners VII, L.P., incorporated herein by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed on August 4, 2008
	99.3	Amendment No. 1 to the Securities Purchase Agreement, dated as of February 27, 2009, by and between PhotoMedex, Inc. and Perseus Partners VII, L.P., incorporated herein by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed on March 5, 2009
	99.4	Secured Convertible Promissory Note, dated February 27, 2009, issued by PhotoMedex, Inc. to Perseus Partners VII, L.P., incorporated herein by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on March 5, 2009
	99.5	Warrant, dated February 27, 2009, issued by PhotoMedex, Inc. to Perseus Partners VII, L.P., incorporated herein by reference to Exhibit 99.3 to the Issuer’s Current Report on Form 8-K filed on March 5, 2009
	99.6	Registration Rights Agreement, dated as of February 27, 2009, by and between PhotoMedex, Inc. and Perseus Partners VII, L.P.
	99.7	Pledge and Security Agreement, dated as of February 27, 2009, by and between PhotoMedex, Inc. and Perseus Partners VII, L.P., incorporated herein by reference to Exhibit 99.2 to the Issuer’s Current Report on Form 8-K filed on March 5, 2009
	99.8	Power of Attorney, dated December 6, 2007, appointing Kenneth M. Socha and Teresa Y. Bernstein as Attorney-in-Fact for Frank H. Pearl

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SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated as of: March 9, 2009

	Perseus Partners VII, L.P.
By:	Perseus Partners VII GP, L.P.,
	its general partner
By:	Perseus Partners VII GP, L.L.C.,
	its general partner
By:	/s/ Kenneth M. Socha
	Name:	Kenneth M. Socha
	Title:	Senior Managing Director
	Mr. Frank H. Pearl
By:	/s/ Kenneth M. Socha
	Name:	Kenneth M. Socha
	Title:	Attorney-in-Fact for Frank H. Pearl

[Schedule 13D]

EXHIBIT INDEX

Exhibit No.		Document
	99.1	Joint Filing Agreement, dated as of March 9, 2009, by and between Perseus Partners VII, L.P. and Frank H. Pearl
	99.6	Registration Rights Agreement, dated as of February 27, 2009, by and between PhotoMedex, Inc. and Perseus Partners VII, L.P.
	99.8	Power of Attorney, dated December 6, 2007, appointing Kenneth M. Socha and Teresa Y. Bernstein as Attorney-in-Fact for Frank H. Pearl

[Schedule 13D]

EX-99.1

Exhibit 99.1

Joint Filing Agreement

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed on behalf of the undersigned with respect to the beneficial ownership of shares of Common Stock of PhotoMedex, Inc.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Dated as of March 9, 2009

	Perseus Partners VII, L.P.
By:	Perseus Partners VII GP, L.P.,
	its general partner
By:	Perseus Partners VII GP, L.L.C.,
	its general partner
By:	/s/ Kenneth M. Socha
	Name:	Kenneth M. Socha
	Title:	Senior Managing Director
	Mr. Frank H. Pearl
By:	/s/ Kenneth M. Socha
	Name:	Kenneth M. Socha
	Title:	Attorney-in-Fact for Frank H. Pearl

EX-99.6

Exhibit 99.6

Registration Rights Agreement, dated as of February 27, 2009 (this “Agreement”), by and among PhotoMedex, Inc., a Delaware corporation (the “Company”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”).

Introduction

The Company and the Purchaser are parties to a Securities Purchase Agreement dated as of August 4, 2008 (as amended by Amendment No. 1 thereto, dated as of February 27, 2009, and as the same may be further amended, modified or supplemented from time to time, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser has (i) made an investment in the Company at the First Tranche Closing by acquiring the First Tranche Note and the First Tranche Warrant; and (ii) agreed to make a further investment in the Company at the Second Tranche Closing by acquiring the Second Tranche Warrant and, unless a Company Option Event occurs, the Second Tranche Note.

In connection with the purchase of such Securities, and to induce the Purchaser to consummate the purchase of such securities, the Company has agreed to enter into this Agreement and to grant to the Purchaser the rights set forth in this Agreement.

Agreement

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained in this Agreement, the Purchaser and the Company agree as follows:

1. Definitions. For purposes of this Agreement:

“Eligible Market” means (i) The Nasdaq Global Market Select, (ii) The Nasdaq Global Market. (iii) The Nasdaq Capital Market, (iv) The New York Stock Exchange, Inc., (v) the American Stock Exchange or (vi) the OTC Bulletin Board.

“Holder” means (i) the Purchaser, and (ii) any person to whom the rights or obligations under this Agreement with respect to all or a portion of the Registrable Securities have been transferred or assigned in accordance with Section 10(b).

“prospectus” means any preliminary prospectus, final prospectus or summary prospectus prepared in connection with an offering of any Registrable Securities.

“register,” “registered,” and “registration” refer to a registration effected by preparing and filing with the SEC a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering by the Commission of effectiveness of such registration statement or document.

“Registration Expenses” means all expenses in connection with the Company’s performance of or compliance with its obligations under this Agreement, including, without limitation, all (i) registration, qualification and filing fees; (ii) fees, costs and expenses of compliance with securities or blue sky laws (including reasonable fees, expenses and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities under the laws of such jurisdictions as the managing underwriter or underwriters in a registration may designate); (iii) printing expenses; (iv) messenger, telephone and delivery (including delivery by mail or courier services) expenses; (v) fees, expenses and disbursements of counsel for the Company and of all independent certified public accountants retained by the Company (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance); (vi) Securities Act liability insurance if the Company so desires; (vii) fees, expenses and disbursements of any other individuals or entities retained by the Company in connection with the registration of the Registrable Securities; (viii) fees, costs and expenses incurred in connection with the listing of the Registrable Securities on each national securities exchange on which the Company has made application for the listing of its Common Stock; (ix) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties and expenses of any annual audit) and (x) fees and expenses of one counsel selected by Holders of a majority of the Registrable Securities. Registration Expenses shall not include selling commissions, discounts or other compensation paid to underwriters or other agents or brokers to effect the sale of Registrable Securities, or counsel fees in addition to those provided for in clause (x) above and any other expenses incurred by Holders in connection with any registration that are not specified in the immediately preceding sentence.

“Registrable Securities” means any shares of Common Stock of the Company owned by any Holder or that may be acquired by any Holder upon the conversion of any convertible security or the exercise of any warrant or option owned by any Holder, but only to the extent such shares constitute “restricted securities” under Rule 144 under the Securities Act or the Holder thereof is deemed to be an “affiliate” of the Company under Rule 144.

“Requestor” means Perseus, until such time as neither Perseus nor any partner of, or direct or indirect investor in, Perseus to which Perseus directly or indirectly distributes Registrable Securities in accordance with the terms of its governing documents and the governing documents of its direct or indirect investors, holds any Registrable Securities, and thereafter any Holder or Holders who, in the aggregate, beneficially own at least 50% of the Securities that constitute Registrable Securities.

2. Demand Registrations.

(a) Request for Registration. At any time and from time to time after the first anniversary of the date of this Agreement, a Requestor may submit a written request (a “Demand Notice”) to the Company that the Company register Registrable Securities under and in accordance with the Securities Act (a “Demand Registration”). Such Demand Notice shall specify the number and description of Registrable Securities to be sold. Upon receipt of the Demand Notice, the Company shall:

(i) within five Business Days after receipt of such Demand Notice, give written notice of the proposed registration to all other Holders; and

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(ii) as soon as practicable, use all commercially reasonable efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in written requests received by the Company within 20 Business Days after the date the Company mails the written notice referred to in clause (i) above.

Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be materially and adversely detrimental to the Company and its stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration, the Company shall have the right to defer such filing or delay its effectiveness for a reasonable period not to exceed 45 calendar days; provided, that such right shall not be exercised more than twice with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration.

(b) Shelf Registration. If at the time the Company registers Registrable Securities under the Securities Act pursuant to this Section 2, the sale or other disposition of such Registrable Securities by the Holders may be made on a delayed or continuous basis pursuant to a registration statement on Form S-3 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), or if Form S-3 is not available for use by the Company, Form S-1 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), then such registration statement, unless otherwise directed by the Requestor, shall be filed as a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Requestor. Except as provided in Section 5(b) hereof, the Company shall use all commercially reasonable efforts to keep such “shelf” registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Company for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the chief executive officer of the Company stating that, in the judgment of the Company, it is advisable to suspend use of a prospectus included in a registration statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, in accordance with the procedure set forth in the last paragraph of Section 2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 45 calendar days; provided, that this right to cause the Holders to refrain from making sales shall not be exercised by the Company more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the last paragraph of Section 2(a)).

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(c) Underwriting. In connection with any registration under this Section 2, if the Requestor intends to distribute the Registrable Securities covered by any registration under this Section 2 by means of an underwriting, they shall so advise the Company in writing. In such event, the right of any Holder to include its Registrable Securities in such distribution shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided in this Agreement. The Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement with one or more underwriters selected by the Requestor having terms and conditions customary for such agreements (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such distribution. The Company shall so advise all Holders distributing Registrable Securities through such underwriting, and the number of Registrable Securities that may be included in such underwriting shall be allocated among the Holders in such manner as may be determined by the Requestor.

(d) Limitations.

(i) The Company shall not be obligated to (A) effect more than two registrations under Section 2 in any twelve month period or (B) effect any registration where the aggregate estimated sales price for the Registrable Securities to be included therein is less than $2,000,000; provided, that a registration pursuant to this Section 2 shall not be counted (X) unless the registration statement pursuant to which such Registrable Securities are being registered is declared effective by the SEC, and (Y) if following such effectiveness, the Company delivers a certificate pursuant to the last sentence of Section 2(b) suspending the use of the related prospectus prior to the sale of at least a majority of the Registrable Securities by the Holders covered by such registration statement.

(ii) The Company shall be permitted to exclude such Holder’s Registrable Securities from a registration statement if such Holder fails to timely comply with the Company’s request for information pursuant to Section 9; provided, if such Holder provides such information prior to the filing of such registration statement (or prior to the final amendment thereto prior to such registration statement being declared effective) the Company shall use all commercially reasonable efforts to include such Registrable Securities on such registration statement.

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3. Piggy-back Registration.

(a) Notice of Registration. If at any time or from time to time, the Company shall determine to register any of its capital stock, whether or not for its own account, other than any registration relating to employee benefit plans or a registration effected on Form S-4 with respect to the issuance of shares of Common Stock to the holders of capital stock of an acquisition target, the Company shall:

(i) provide to each Holder written notice thereof at least 15 Business Days prior to the filing of the registration statement by the Company in connection with such registration; and

(ii) include in such registration, and in any underwriting involved therein, all those Registrable Securities specified in a written request by each Holder received by the Company within ten Business Days after the Company mails the written notice referred to above, subject to the provisions of Section 3(b) below.

(b) Underwriting. The right of any Holder to registration pursuant to this Section 3 shall be conditioned upon the participation by such Holder in the underwriting arrangements specified by the Company in connection with such registration and the inclusion of the Registrable Securities of such Holder in such underwriting to the extent provided in this Agreement. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company and take all other actions, and deliver such opinions and certifications, as may be reasonably requested by such managing underwriter. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration. The Company shall so advise all Holders distributing Registrable Securities through such underwriting, and in the event that Registrable Securities in a registration would exceed 20% of all shares included in such registration, the Company may limit the number of Registrable Securities included in such registration to not less than 20% of the number of shares included in such registration.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 whether or not any Holder has elected to include Registrable Securities in such registration.

(d) Limitations.

(i) Notwithstanding anything to the contrary set forth in this Agreement, in the event that following the exercise of the piggyback right pursuant to this Section 3 and the inclusion in such registration statement of all or part of the Registrable Securities then held by such Holder, the Commission informs the Company that such registration statement cannot be filed as a secondary offering on Form S-3 due to the aggregate number of securities to be registered thereunder, the Company, in its sole discretion, shall be permitted to exclude such portion of such Holder’s Registrable Securities from such registration statement to the extent necessary to permit the filing of such registration statement on Form S-3.

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(ii) The Company shall be permitted to exclude such Holder’s Registrable Securities from a registration statement if such Holder fails to timely comply with the Company’s request for information pursuant to Section 9; provided, if such Holder provides such information prior to the filing of such registration statement (or prior to the final amendment thereto prior to such registration statement being declared effective) the Company shall use commercially reasonable efforts to include such Registrable Securities on such registration statement.

4. Expense of Registration. All Registration Expenses incurred in connection with the registration and other obligations of the Company pursuant to Sections 2, 3 and 5 shall be borne by the Company, and all underwriting discounts and selling commissions incurred in connection with any such registrations shall be borne by the Holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Sections 2, 3 or 5, the request of which has been subsequently withdrawn by the Holders unless (i) the withdrawal is based upon material adverse information concerning the Company of which the Holders were not aware at the time of such request or (ii) the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2(a) or Section 2(b), as the case may be.

5. Registration Procedures. If and whenever the Company is required by the provisions of this Agreement to effect the registration of Registrable Securities, the Company shall:

(a) promptly prepare and file with the Commission a registration statement with respect to such Registrable Securities on any form that may be utilized by the Company and that shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition thereof, and use all commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable and remain effective thereafter as provided in this Agreement, provided, that if the Holder’s Registrable Securities are covered by such registration statement, then prior to filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, the Company will furnish to the Holder, its counsel and the underwriters copies of all such documents proposed to be filed sufficiently in advance of filing to provide them with a reasonable opportunity to review such documents and comment thereon;

(b) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration statement effective and current and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement, including such amendments (including post-effective amendments) and supplements as may be necessary to reflect the intended method of disposition by the prospective seller or sellers of such Registrable Securities, provided, that, except in the case of a shelf registration under Section 2(b), such registration statement need not be kept effective and current for longer than 120 days subsequent to the effective date of such registration statement;

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(c) subject to receiving reasonable assurances of confidentiality and subject to limitations reasonably imposed by the Company to preserve attorney client privilege, for a reasonable period after the filing of such registration statement, and throughout each period during which the Company is required to keep a registration effective, make available for inspection by the Holders of Registrable Securities being offered, and any underwriters, and their respective counsel, such financial and other information and books and records of the Company, and cause the officers, directors, employees, counsel and independent certified public accountants (subject to such reasonable procedures and limitations as such parties may require) of the Company to respond to such inquiries as shall be reasonably necessary, in the judgment of such counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;

(d) promptly notify the Holders of Registrable Securities being offered and any underwriters and confirm such advice in writing, (i) when such registration statement or the prospectus included in such registration statement or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any comments by the Commission, by the Financial Industry Regulatory Authority (“FINRA”), and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by any such entity for amendments or supplements to such registration statement or prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (v) at any time when a prospectus is required to be delivered under the Securities Act, that such registration statement, prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in any of the foregoing, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and at the request of any Holder, the Company will prepare a supplement or amendment to such prospectus, so that, as thereafter delivered to purchasers of such shares, such prospectus will not contain any untrue statements of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(e) furnish to each Holder of Registrable Securities being offered, a signed counterpart, addressed to such Holder (and, if applicable, any of its Affiliates), of (i) any opinion of counsel to the Company delivered to any underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any underwriter;

(f) furnish to each Holder of Registrable Securities being offered, and any underwriters, prospectuses or amendments or supplements thereto, in such quantities as they may reasonably request and as soon as practicable, that update previous prospectuses or amendments or supplements thereto;

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(g) use all commercially reasonable efforts to (i) register or qualify the Registrable Securities to be included in a registration statement under this Agreement under such other securities laws or blue sky laws of such jurisdictions within the United States of America as any Holder of such Registrable Securities being offered or any underwriter of the securities being sold shall reasonably request, (ii) keep such registrations or qualifications in effect for so long as the registration statement remains in effect and (iii) take any and all such actions as may be reasonably necessary or advisable to enable such Holder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required for any such purpose to (x) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 5(g) or (y) consent to general service of process in any such jurisdiction;

(h) cause all such Registrable Securities to be listed or accepted for quotation on an Eligible Market (provided, that the Company shall use all commercially reasonable efforts to cause such Eligible Market to be one of the stock exchanges identified in clauses (i) through (v) of the definition of “Eligible Market”);

(i) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(j) upon the sale of any Registrable Securities pursuant to such registration statement, remove all restrictive legends from all certificates or other instruments evidencing the Registrable Securities; and

(k) otherwise use all commercially reasonable efforts to comply with all applicable provisions of the Securities Act, and rules and regulations of the Commission, and make available to the Holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the related registration statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

6. Indemnification. In the event any of the Registrable Securities are included in a registration statement under this Agreement:

(a) To the extent permitted by law, the Company agrees to indemnify and hold harmless each Holder, and each of its respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls the Holder within the meaning of the Securities Act (each, a “Holder Indemnified Party”),from and against any expenses, losses, judgments, claims, damages, liabilities, charges, actions, proceedings, demands, settlement costs and expenses of any nature whatsoever (including, without limitation, attorneys’ fees and expenses) (collectively, “Losses”), whether joint or several, arising out of or based upon (i) any untrue statement (or allegedly untrue statement) of a material fact contained

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in any registration statement under which the sale of such Registrable Securities was registered under the Securities Act, any prospectus contained in the registration statement, or any amendment or supplement to such registration statement, offering circular or other document incident to any such registration or compliance, (ii) any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company, or of any blue sky or other state securities law or any rule or regulation promulgated thereunder applicable to the Company, in each case, relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse any Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such Losses; provided, however, that the Company will not be liable in any such case to the extent that any such Losses arises out of or are based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such registration statement, prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such Holder expressly for use therein. If requested by any underwriter (as defined in the Securities Act) of the Registrable Securities, the Company also shall indemnify such underwriter and any of its officers, affiliates, directors, partners, members and agents and each person who controls such underwriter on substantially the same basis as that of the indemnification provided above in this Section 6(a).

(b) Each Holder of Registrable Securities being offered will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other selling Holder and each other person, if any, who controls the Company, another selling Holder or such underwriter within the meaning of the Securities Act, against any Losses, whether joint or several, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or allegedly untrue statement of a material fact contained in any registration statement under which the sale of such Registrable Securities was registered under the Securities Act, any prospectus contained in the registration statement, or any amendment or supplement to the registration statement, offering circular or other document incident to any such registration or compliance or (ii) any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling Holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such Losses. The indemnification obligations hereunder of each Holder of Registrable Securities being offered shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such Holder from the sale of Registrable Securities giving rise to the applicable claim, less all other amounts paid as damages in respect thereof.

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(c) In order for a person (the “Indemnified Party”) to be entitled to any indemnification provided for under Section 6(a) or (b) in respect of, arising out of or involving a claim made by any person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the party required to provide the indemnification (the “Indemnifying Party”) in writing of the Third Party Claim promptly following receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

(d) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof by notifying the Indemnified Party in writing to such effect within 30 days of receipt of the Indemnified Party’s notice of such Third Party Claim; provided, however, such Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be that of such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to such Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing of an election to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party then shall have the right to employ separate counsel at its own expense and to participate in the defense thereof, and shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be designated in writing by a majority of the Indemnified Parties who are eligible to select such counsel); provided, further, that the Indemnifying Party shall not have the right to assume the defense of such Third Party Claim unless (i) the Indemnifying Party acknowledges fully the rights of the Indemnified Party (and does not contest, as a whole or in part) the Indemnified Party’s indemnification rights for the Third Party Claim, (ii) the counsel selected by the Indemnifying Party is reasonably satisfactory to the Indemnified Party, (iii) the Indemnified Party is kept informed of all material developments and is furnished copies of all material papers filed or sent to or from the opposing party or parties and (iv) the Indemnifying Party prosecutes the defense of such Third Party Claim with commercially reasonable diligence in a manner which does not materially prejudice the defense of such Third Party Claim. If the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it

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does not wish to control the handling of such Third Party Claim. In the event the Indemnifying Party elects (by notice in writing within such 30 day period) to assume the defense of or otherwise control the handling of any such Third Party Claim for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys’ fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnified Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such Third Party Claim. If the Indemnifying Party assumes such defense in accordance with this Section 6(d), the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnified Party may consent to entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party.

(e) If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(f) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to in this Agreement, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party with respect to such loss, liability, claim, damage or expenses in the proportion that is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The contribution obligation of a Holder hereunder, if any, shall be limited to the amount of any net proceeds actually received by such Holder from the sale of Registrable Securities giving rise to the applicable claim, less all other amounts paid as damages in respect thereof.

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7. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, after such time as a public market exists for the Common Stock, the Company shall use all commercially reasonable efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) furnish to any Holder promptly upon request a written statement as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, and a copy of the most recent annual or quarterly report of the Company.

The provisions of this Section 7 shall terminate on the date on which there are no Holders of Registrable Securities

8. Termination of Registration Rights. With the exception of Section 7, no Holder shall be entitled to exercise any right provided for in this Agreement after the earlier to occur of (a) the date on which all Registrable Securities held by such Holder may be sold in a single three-month period under Rule 144 under the Securities Act and (b) the tenth anniversary of the date of this Agreement.

9. Information To Be Provided by the Holders. Each Holder whose Registrable Securities are included in any registration pursuant to this Agreement shall furnish the Company, upon at least three Business Days request, such information regarding such Holder and the distribution proposed by such Holder as may be reasonably requested in writing by the Company and as shall be required in connection with such registration or the registration or qualification of such securities under any applicable state securities law (including, without limitation, a certification of the number of shares of Common Stock beneficially owned by such Holder and the name of the natural person(s) that have voting and dispositive control over such shares). The Company may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information.

10. Miscellaneous.

(a) No Inconsistent Agreements. The Company represents and warrants to the Holders that it has not entered into, and covenants with the Holder that it will not enter into, any agreement with respect to its Common Stock which is inconsistent with or violates the rights granted to the Holder under this Agreement.

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(b) Transfer of Rights. Each Holder shall be entitled to transfer or assign at any time any of its rights or obligations under this Agreement, in connection with the transfer of all or a portion of its Registrable Securities, to any of the following: (i) any partner (including a general or limited partner) or retired partner of any Holder that is a partnership, (ii) any stockholder of any Holder that is a corporation, (iii) any member of any Holder that is a limited liability company and (iv) any transferee that acquires at least 10% of the total Registrable Securities (assuming full conversion and exercise of all Notes and Warrants); provided, that in each such case, the Company receives written notice of any transfer and the transferee agrees to be bound by the terms of this Agreement.

(c) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified below prior to 6:30 p.m. (Eastern time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified below on a day that is not a Business Day or later than 6:30 p.m. (Eastern time) on any Business Day, (c) the Business Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.

(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

(e) Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Requestor. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

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(f) Governing Law; Jurisdiction; Waiver of Trial by Jury. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. THE COMPANY AND THE PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR THE PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY AND THE PURCHASER HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

(g) Attorneys’ Fees. In the event of any dispute involving the terms hereof, the prevailing parties shall be entitled to collect legal fees and expenses from the other party to the dispute.

(h) Further Assurances. Each party will do and perform, or cause to be done and performed, all such further acts and things, and will execute and deliver all other agreements, certificates, instruments and documents, as another party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(i) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Holders of a majority of the Registrable Securities.

[signatures appear on following pages]

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IN WITNESS WHEREOF, the undersigned party has executed this Agreement as of the day and year first above written.

PHOTOMEDEX, INC.
By:	/s/ Dennis M. McGrath
	Name:	Dennis M. McGrath
	Title:	Chief Financial Officer
Address for Notice:
PhotoMedex, Inc.
147 Keystone Drive
Montgomeryville, PA, 18936
Attention: President and CEO
Facsimile: (215) 619-3209
with a copy to:
Morgan Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Attention: Stephen M. Goodman
Facsimile: (215) 963-5001
Email: sgoodman@morganlewis.com

[Company Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned Purchaser has executed this Agreement as of the day and year first above written.

PERSEUS PARTNERS VII, L.P.
By:	Perseus Partners VII GP, L.P.,
	its general partner
By:	Perseus Partners VII GP, L.L.C.,
	its general partner
By:	/s/ Teresa Y. Bernstein
	Name:	Teresa Y. Bernstein
	Title:	Secretary
ADDRESS FOR NOTICE:
c/o Perseus, L.L.C.
2099 Pennsylvania Ave., N.W.
Suite 900
Washington, DC 20006-1813
Attention: Teresa Bernstein
Facsimile: (202) 463-6215
Email: tbernstein@perseusllc.com
and to:
c/o Perseus L.L.C.
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
Attn: John M. Glazer
Facsimile: (212) 651-6399
Email: jglazer@perseusllc.com
with a copy to:
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Attention: Scott F. Smith
Facsimile: (212) 362-4125
Email: ssmith@cov.com

[Purchaser Signature Page to Registration Rights Agreement]

EX-99.8

Exhibit 99.8

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, FRANK H. PEARL, hereby make, constitute and appoint each of KENNETH M. SOCHA and TERESA Y. BERNSTEIN, each of them acting singly, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Perseus, L.L.C. (“Perseus”) and each of its affiliates or entities advised by me or Perseus, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, future contracts, or other investments, and any other documents relating or ancillary thereto, including, but not limited to, all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Commodities Exchange Act and the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) ore Section 16(a) of the Act and information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of either attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

The Power of Attorney dated as of May 9, 2007 is hereby revoked by me effective as of the date hereof.

IN WITNESS WHEREOF, I have executed this instrument as of the 6th day of December, 2007.

/s/ Frank H. Pearl FRANK H. PEARL