Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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            as the case may be, are determined by the Supplier to conform to the
            applicable Quality Standards set forth in Section 8.4 the Rejecting
            Party will reimburse the Supplier's shipping costs associated with
            the return of such conforming or out-of-warranty Daughter Products
            or Components, as the case may be, and, at the request of the
            Rejecting Party, the Supplier will return such Daughter Products or
            Components, as the case may be, to the Rejecting Party at the
            Rejecting Party's expense. Biosense's and Stereotaxis's sole
            liability and the other Party's exclusive remedy in connection with
            rejected Daughter Products or Components under this Section 8 will
            be replacement of the rejected Daughter Products or Components.

8.9         Presence At Facility. Upon reasonable notice given by one party to
            the other and at reasonable frequency (not more than once per
            calendar year unless the party can demonstrate a reason for more
            frequent audits), such party will have the right to assign no more
            than two employees or consultants of such party to inspect and audit
            the Facility at which a product is manufactured during normal
            business hours; provided, however that:

8.9.1       such employees or consultants will not unreasonably interfere with
            other activities being carried out at the Facility;

8.9.2       such employees or consultants will observe all rules and
            regulations applicable to visitors and to individuals employed at
            the Facility; and

8.9.3       such employees or consultants will be bound by Section 16 hereof.

8.10        Exchange of Information. In the event that Stereotaxis markets and
            distributes the Daughter Products, Biosense agrees to provide
            technical information regarding Daughter Products as needed by
            Stereotaxis for packaging, labeling, package inserts, and customer
            support.

9           REGULATORY MATTERS

9.1         Regulatory Approvals.

9.1.1       Manufacturing. Biosense will obtain and maintain all regulatory
            licenses, permits and registrations necessary to manufacture the
            Daughter Products and Compatible CARTO System and Stereotaxis will
            obtain and maintain such regulatory licenses, permits and
            registrations as are necessary to manufacture the Components, in
            each case to supply them for sale in the United States and such
            other countries as are mutually agreed upon in writing-by the
            Parties.

9.1.2       U.S. 510K and/or PMA Clearance/Approval. Biosense will be
            responsible for obtaining 510K Clearance or, where applicable, PMA
            approval the Compatible CARTO System in the United States and, at
            Stereotaxis expenses, for the Daughter Products in the United States
            and Stereotaxis will be responsible for obtaining any such approvals
            required in respect of the Compatible NIOBE System; provided that
            the Parties agree to fully cooperate and coordinate their activities
            in order to achieve the most expeditious regulatory mechanisms
            reasonably available in respect of the Daughter Products, the
            Compatible NIOBE System and the



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