Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         through other third party distribution but not through a Restricted
         Party. Development, manufacture by Biosense and purchase by Stereotaxis
         from Biosense of any such Additional Daughter Products will be
         accomplished in accordance with the provisions of this Agreement.

3.5      Major Delays. In the event Biosense fails to meet a Milestone on
         Exhibit A within six (6) calendar months after the Target Completion
         Date for such Milestone, or in aggregate the period of delay in meeting
         Target Completion Dates exceeds nine (9) months, Stereotaxis will have
         the right to terminate this Agreement immediately upon written notice.

3.6      Failure to Obtain Approval. In the event that the Parties fail to
         obtain applicable 510K, PMA and CE Mark regulatory approvals or
         clearances required by U.S. FDA or the relevant Notified Body in
         Europe, in respect of the Compatible NIOBE-CARTO System or components
         thereof prior to April 30, 2005, or in respect of the Initial Daughter
         Products, on April 30 2005, have not obtained or do not have prospects
         for obtaining such approvals or clearances in the near term (and
         thereafter do not obtain such approvals or clearances in the near
         term), then either Party may terminate this Agreement immediately upon
         written notice.

4        MARKETING, DISTRIBUTION AND MANUFACTURE

4.1      Biosense as Manufacturer. Daughter Products used for clinical trials
         and research in respect of the Daughter Products will be manufactured
         and supplied by Stereotaxis unless otherwise determined by the Joint
         Steering Committee. The Parties agree that Biosense will serve as
         manufacturer of the Daughter Products for commercial sale. To the
         extent required, the Parties agree to fully cooperate in the transfer
         of manufacturing know-how in respect of Daughter Products from
         Stereotaxis to Biosense in advance of commercialization thereof.

4.2      Marketing and Promotions, Distribution Obligations.

4.2.1    Daughter Products.

4.2.1.1  Biosense will Distribute and conduct Marketing and Promotions in
         respect of the Daughter Products and will use all reasonable commercial
         efforts in this regard to maximize the dollar sales volume of the
         Daughter Products. Biosense will be solely responsible for all costs
         and expenses related to the Marketing and Promotions and Distribution
         of Daughter Products and for performing its obligations and exercising
         its rights hereunder. Biosense agrees to provide at least the same
         economic incentives to its sales force to distribute Daughter Products
         as apply to comparable Biosense products.

4.2.1.2  Stereotaxis will have the right (at its own expense unless otherwise
         determined by the Joint Steering Committee), to conduct supplementary
         Marketing and Promotions in respect of the, Daughter Products. In
         exercising this right, Stereotaxis will consult in advance, to the
         extent permissible under relevant law, and thereafter on a regular
         basis, with the Joint Steering Committee to ensure that such
         Stereotaxis' Marketing and Promotions activities are sufficiently
         coordinated with Biosense' Marketing and Promotions activities in
         respect of the Daughter Products to avoid creating customer confusion
         or other negative effects.


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