Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         payments actually made to Stereotaxis pursuant to Section 7.5 and the
         amounts due per the calculation. The Parties will review such report
         and agree upon the differences in amounts due. In the event the amounts
         of Net Revenue paid by Biosense to Stereotaxis during such fiscal year
         are less than the amounts due, Biosense will pay such difference to
         Stereotaxis within forty-five (45) days of submitting such report to
         Stereotaxis. In the event the amounts paid by Biosense in Revenue Share
         during such fiscal year are greater than the amounts due, Biosense can
         apply such amount to future Revenue Share amounts or, at Stereotaxis
         election, Stereotaxis will pay such difference to Biosense within sixty
         (60) days of receiving such report from Biosense.

7.6.2    Audits. Biosense will keep accurate records in sufficient detail to
         enable the aforesaid payment due under this Agreement to be determined.
         Upon the request of Stereotaxis, Biosense will permit a "big five"
         independent certified public accountant selected by Stereotaxis to have
         access, once in each Biosense fiscal year during regular business hours
         and upon reasonable notice to Biosense, to such of the records of
         Biosense and its Affiliates as may be necessary to verity the accuracy
         of the reports made during the previous Biosense fiscal year as
         provided for under Section 6.8.2.

8        MANUFACTURING QUALITY AND ACCEPTANCE

8.1      Conformance with Specifications. Biosense will manufacture or have
         manufactured Daughter Products, and Stereotaxis will manufacture or
         have manufactured the Components in a competent and workmanlike manner.

8.1.1    All Daughter Products delivered by Biosense to Stereotaxis, if any, and
         Components delivered by Stereotaxis, if any, hereunder will conform in
         all respects to the Daughter Product Specifications or Component
         Specifications, as the case may be, and to all applicable manufacturing
         specifications and all manufacturing processes.

8.1.2    All Daughter Products and Components will comply with all relevant
         provisions of the FDC Act, including without limitation, wherever
         applicable, the FDA QSR and other regulatory agency requirements.

8.1.3    All Daughter Products and Components will be CE-marked and ISO 9001
         certified and not adulterated or misbranded under FDA guidelines.

8.2      Manufacturing Specifications. In the event that Stereotaxis exercises
         its rights to market and distribute the Daughter Products under Section
         4.5, prior to the first delivery to Stereotaxis of Daughter Products,
         Biosense will provide to Stereotaxis a detailed manufacturing
         specification (the "DP Manufacturing Specifications") for the Daughter
         Products. Such DP Manufacturing Specifications will be consistent with
         the Daughter Product Specifications agreed upon by the Parties, and
         will be sufficient in all events to ensure that Daughter Products meet
         all criteria and specifications set forth in the applicable Daughter
         Product Specifications (including without limitation, performance
         specifications). At Biosense's direction, such DP Manufacturing
         Specifications will contain a level of detail necessary to make such
         products. Stereotaxis will 


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