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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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14.2.2      Change of Control to Restricted Party. In the event of a Change of
            Control of Stereotaxis to a Restricted Party, either Party may
            terminate this Agreement effective upon written notice to the other
            Party within ninety (90) days of the Change of Control becoming
            effective. In the event that one Party exercises the provisions of
            this Section 14.2.2, the Termination shall become effective one year
            after the Change of Control. In the event that Stereotaxis exercises
            its right under this Section 14.2.2, then Stereotaxis will pay a
            one-time cash termination fee to Biosense of five percent (5%) of
            the total equity valuation of Stereotaxis in the Change of Control
            transaction, up to a maximum of Ten Million Dollars (US)

14.2.3      For Commercial Failure, Technical Failure, Delay or Expiration of
            the Term and Certain Change of Control. In the event there has not
            been a termination according to Section 14.2.2 above, and this
            Agreement is terminated in accordance with the provisions of
            Sections 2.3.4 and Section 3.7 (in respect of Technical Failure,
            Commercial Failure, expiration of the Term, or Delay) or where
            terminated by Stereotaxis for breach pursuant to Section 14.2.1
            above, the Localization License granted herein will continue for a
            period of three (3) years as provided for in Section 2.4.3, provided
            that where a Change of Control of Stereotaxis to a Restricted Party
            occurs within such three (3) year period, such license will continue
            until the earlier of one (1) year after such Change of Control or
            the expiration of such three (3) year period. For the avoidance of
            doubt, such license is, as provided herein, limited only to the
            Stereotaxis Localization System and not to any third party system.
            Thereafter, at its option, each Party will continue to have the
            right to distribute Daughter Products on a non-exclusive basis.

14.3        Effect of Termination or Expiration - Survival. The respective
            rights and obligations of the Parties under the provisions of
            Sections 2.4.3 ,, 7.6, 10.4, 10.5, 12.3.2, 14.2.3 and all of
            Articles 11, 13 and 15 will survive any termination or expiration of
            this Agreement In addition, in case of termination by either Party,
            Biosense will have the right to continue to Distribute then
            commercially available Daughter Products to customers, for use with
            Compatible NIOBE -- CARTO Systems installed or purchased prior to
            such termination, on reasonable commercial terms (and, where
            applicable, on terms consistent with its then commercial practice in
            respect of like products) during the commercial life of such


Any controversy or claim arising out of or relating to this Agreement or the
validity, inducement, or breach thereof, shall be settled by arbitration before
a single arbitrator in accordance with the Commercial Arbitration Rules of the
American Arbitration Association ("AAA") then pertaining, except where those
rules conflict with this provision,- in which case this provision controls. The
decision of such arbitrator will be final and binding and will not be subject to
appeal except in the case of substantive evidence that such decision was tainted
by Wand. The parties hereby consent to the jurisdiction of the Federal District
Court for the District of Delaware for the enforcement of these provisions and
the entry of judgment on any award rendered hereunder. Should such court for any
reason lack jurisdiction, any court with jurisdiction shall enforce this clause
and enter judgment on any award. The arbitrator shall be an attorney
specializing in business litigation who has at least 15


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