Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         Compatible NIOBE Systems installed prior to the Commercial Launch Date
         and any Compatible CARTO systems installed together therewith will be
         excluded from such calculation for a period of 2 years from the
         Commercial Launch Date.

1.2.18   "Cost of Goods" will mean, with respect to each Party's relevant cost
         of goods, the cost of goods calculated in accordance with US GAAP,
         applied on a consistent basis and in a manner consistent with
         Stereotaxis' or Biosense's, as the case may be, audited financials. In
         the event that in respect of the Cost of Goods of Daughter Products the
         Parties are unable to agree on the cost of a catheter product or on
         such definition or there is a bona fide dispute as to the application
         of the agreed upon definition, "Cost of Goods" will have the meaning
         set forth in Exhibit B.

1.2.19   "Daughter Product One" will mean Parent Product One modified in such a
         manner as enables it to be navigable and perform its original mapping,
         Localization, ablation or other functions when used with a Compatible
         Stereotaxis NIOBE - CARTO System and in accordance with the terms of
         this Agreement.

1.2.20   "Daughter Product Two" will mean Parent Product Two modified in such a
         manner to enable such product to be navigable and perform its original
         mapping, Localization, ablation or other functions when used with a
         Compatible Stereotaxis NIOBE - CARTO System and in accordance with the
         terms of this Agreement.

1.2.21   "Daughter Products" will mean Daughter Product One, Daughter Product
         Two and any Additional Daughter Products nominated pursuant to Section
         3.4, each of which comprises one of the proprietary, interventional,
         disposable, electrophysiology devices developed or marketed by Biosense
         for use with the CARTO System and modified in such a manner as enables
         it to be navigable and perform its original mapping, Localization,
         ablation or other functions when used with an Compatible Stereotaxis
         NIOBE - CARTO System in accordance with the terms of this Agreement.

1.2.22   "Daughter Products Specifications" will mean the feature specifications
         for Daughter Product Two or any Additional Daughter Products to be 
         determined by the Joint Steering Committee (which will, with full
         cooperation of the Parties, use reasonable efforts to integrate into
         Daughter Products improvements in cost performance or reliability of
         features) as the same may be revised from time to time and provided
         that such specifications will be revised in timely fashion to reflect
         such modifications to the corresponding Parent Products as are of
         material clinical or commercial relevance to the usage of the Daughter
         Products

1.2.23   "Daughter Products Transfer Price" will have the meaning set forth in
         Section 6.3.

1.2.24   "Defects" will mean defects contained in Daughter Products or
         Components, as the case may be, prior to delivery of such Daughter
         Products to Stereotaxis or Components to Biosense, latent or non-latent
         consisting of the failure of Daughter Products or Components to comply
         with the applicable Manufacturing Specifications, or any requirement
         the FDC Act, including



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