Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                                   Exhibit 10.19

                         THIRD PARTY SERVICES AGREEMENT

     This THIRD PARTY SERVICES AGREEMENT (the "Agreement") is made as of this
5th day of August, 2002 ("Effective Date") by and between STEREOTAXIS, Inc., a
Delaware corporation with an address at 4041 Forest Park Ave., St. Louis,
Missouri 63108 (hereafter referred to as "Stereotaxis") and SIEMENS MEDICAL
SOLUTIONS USA, Inc., a Delaware corporation with an address at 51 Valley Stream
Parkway, Malvern, PA 19355 (hereafter referred to as "Siemens").

                                   WITNESSETH:

     WHEREAS, Stereotaxis and Siemens Aktiengesellschaft, Medical Solutions,
Forchheim, Germany, have entered into a Collaboration Agreement dated June 8,
2001 ("Collaboration Agreement"), with respect to the integration of
Stereotaxis' magnetic guiding component (NIOBE) [***] (collectively, the
"Stereotaxis Products") with Siemens' Cardiac, Angio and Neuro X-Ray and imaging
components (collectively, the "Siemens Products"); and

     WHEREAS, Stereotaxis will enter into agreements with customers for the
sale, installation and servicing of the Stereotaxis Products; and

     WHEREAS, Stereotaxis has determined that it may be more cost-efficient for
Siemens to provide certain services with respect to the Stereotaxis Products in
conjunction with
 the services that Siemens provides for the Siemens Products;
and

     WHEREAS, Stereotaxis wishes to retain Siemens to provide certain site
planning, project management and equipment maintenance and support services with
respect to the Stereotaxis Products, which Stereotaxis is obligated to provide
under the terms of agreements with its customers;

     NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

     1.  SCOPE of AGREEMENT. This Agreement has been entered into by the parties
in order to implement some of the requirements of the Collaboration Agreement
and will be read subject to the terms of the Collaboration Agreement. Subject to
the terms and conditions of this Agreement, Stereotaxis hereby engages Siemens
and Siemens hereby accepts such engagement to provide site planning, project
management and equipment maintenance and support services with respect to the
Stereotaxis Products in accordance with the terms of this Agreement and further
in accordance with the terms and conditions set forth in one or more Purchase
Orders to be issued by Stereotaxis to Siemens in accordance with Section 5
hereof (the "Services").

     2.  TERM. The term of this Agreement shall be for a period commencing on 
the Effective Date and ending on December 31, 2004, unless sooner terminated in
accordance with the terms of this Agreement. The term of this Agreement may be
extended for additional periods of one (1) year each upon mutual written consent
of the parties. In the event that Stereotaxis has issued one or more Purchase
Orders to Siemens in accordance with Section 5 of this Agreement and the
Services to be performed by Siemens pursuant to the terms thereof extend beyond
the termination of this Agreement, then Siemens shall continue to act under the
terms of this Agreement until all Services pursuant to any outstanding Purchase
Order(s) have been completed.

     3. PRICING. Prices for the Services are as set forth in Exhibit A
(captioned "Pricing for Services"). Siemens shall provide the Services at the
Prices specified in Exhibit A as ordered by Stereotaxis pursuant to Purchase
Orders issued pursuant to Section 5 of this Agreement.


[*** 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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