Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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6.4. Distribution of Stereotaxis' Catheters

6.4.1. The transfer price paid by Biosense Webster to Stereotaxis for
Stereotaxis Catheters that are manufactured by Stereotaxis shall be as mutually
agreed in writing by the parties on reasonable commercial terms but not to
exceed [***]. Notwithstanding the foregoing, Biosense Webster will be under no
obligation to continue such Marketing and Promotions and sales of any
Stereotaxis Catheter in a market in which an equivalent Partnered NL Catheter is
commercially available (provided that Biosense Webster will fulfill specific
customer orders requesting any such Stereotaxis Catheter thereafter). An example
of equivalency (for purposes of the foregoing only) would be a Partnered NL
Catheter that is a 4mm temperature sensing ablation catheter and a Stereotaxis'
4mm temperature sensing ablation catheter.

6.4.2. Upon the Partnered NL Catheter Launch Date and during the Term, in order
to avoid customer confusion regarding the manner of use of certain devices,
Stereotaxis agrees that Biosense Webster (upon its election) may conduct
Marketing and Promotions and Distribution of the Stereotaxis' CardioDrive(TM)
catheter advancer disposable on a non-exclusive basis, provided that such
Marketing, Promotions and Distribution is solely targeted at the use of such
product in conjunction with Partnered NL Catheters and/or Stereotaxis Catheters,
and in no other fashion, and that such devices will be (again, upon Biosense
Webster election) co-branded by the parties, provided that the foregoing will
not limit Sections 4.4 and 4.5 of the Master Collaboration Agreement.

6.4.3. Biosense Webster may procure such CardioDrive(TM) devices from
Stereotaxis at a transfer price per quarter comprising [***] of the average
selling price to end users of such devices in such quarter (which price will be
estimated in good faith by the parties for purposes of invoicing at the time of
procurement and will be subject to prompt adjustment based upon actual pricing
data when available) and otherwise on relevant terms set forth in the Master
Collaboration Agreement If either: there is no average selling price to end
users; or [***] of the average selling price of the CardioDrive(TM) to end users
is less than [***], then the price to Biosense Webster shall be [***].

6.4.4. In the event there are regulatory agency requirements pertaining to the
Marketing and Promotions and Distribution of the CardioDrive(TM) devices by
Biosense Webster in the manner set out above, then Section 9 of the Master
Collaboration Agreement will be taken to apply to the CardioDrive device in
addition to Partnered NL Catheters.

6.5. Certain Training and Promotions: The Parties will mutually determine in
good faith and cooperate to implement appropriate training programs for the
Biosense Webster non-Localized electrophysiology disposables salesforce and the
Stereotaxis systems and software salesforce in order to facilitate the
Distribution of Partnered NL Catheters in accordance with the terms of this
Amendment.

6.6. Certain Development Conditions: The Parties acknowledge and agree that: (i)
in order to evaluate the suitability of certain candidate interventional
non-Localized electrophysiology mapping

[*** Indicates portions of this exhibit that have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]






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