Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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10.1.3      it is the owner or licensee of the Intellectual Property Rights in
            and to the Stereotaxis IP and has the right to grant to Biosense the
            rights granted herein;

10.1.4      to the best of Stereotaxis' knowledge, use, manufacture, sale, offer
            for sale or importation of the NIOBE System does not infringe any
            patent rights, trade secrets or other proprietary rights of any
            third party;

10.1.5      it has not previously granted and, subject to Sections 2.4 and 4.4,
            will not grant in the future, any rights that conflict with the
            rights and licenses granted to Biosense herein;

10.1.6      all Components sold by Stereotaxis to Biosense will be free from
            Defects in construction, materials, processing and workmanship until
            the end of the applicable warrant period specified by the Joint
            Steering Committee pursuant to this Agreement when used in and
            maintained in accordance with the specifications, instructions and
            packaging therefor.

10.2        Biosense.

10.2.1      General. Biosense represents and warrants that:

10.2.1.1    it has full power to enter into the Agreement and to perform its
            obligations hereunder; and

10.2.1.2    it has obtained all necessary corporate approvals to enter and
            execute into this Agreement.

10.2.2      Ownership. Biosense further represents, warrants and covenants that:

10.2.2.1    it is the owner or licensee of the Intellectual Property Rights in
            and to the Parent Products and CARTO System and has the right to
            grant to Stereotaxis the rights granted herein; and

10.2.2.2    to the best of Biosense's knowledge, use, manufacture, sale, offer
            for sale or importation of the Daughter Products and the CARTO
            System does not infringe any patent rights, trade secrets or other
            proprietary rights of any third party.

10.2.3      Process and Product Warranties. The parties represent, warrant and
            covenant:

10.2.3.1    all products sold by one party to the other hereunder will be free
            from Defects in construction, materials, processing and workmanship
            until the expiration date affixed thereto which date will be
            determined;

10.2.3.2    all products sold by one party to the other hereunder will comply in
            all material respects with the Specification, Manufacturing
            Specifications, the FDC Act including, without limitation, all FDA
            QSR requirements, for the products, and any other regulatory agency
            requirements agreed to by the Parties in accordance with Section 9
            above;

10.2.3.3    all of the products sold by one party to the other hereunder will
            have been manufactured, packaged stored and shipped in conformance
            with the FDC Act including, without limitation, all applicable
            current FDA QSR or similar regulations which are hereinafter



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