Print Page  Close Window
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
Entire Document
 << Previous Page | Next Page >>

         G.       To pay and perform in a timely and full manner all obligations
                  owing to Stereotaxis at any time. Stereotaxis reserves the
                  right to charge, and Distributor agrees to pay, a finance
                  charge in respect of any past due obligation or indebtedness
                  of 3 months libor $ + spread 4 points on a yearly basis,
                  subject to the maximum amount permitted under Delaware law;

         H.       To comply with any and all Stereotaxis instructions regarding
                  the recall of the Products. In the event Stereotaxis instructs
                  Distributor to recall the Products, Stereotaxis shall
                  reimburse Distributor for direct costs incurred by Distributor
                  in connection with such recall, except those direct costs that
                  Stereotaxis determines, in its reasonable discretion, are
                  outside the scope of the acts required by Distributor to
                  effect the recall. Notwithstanding the foregoing, Distributor
                  shall reimburse Stereotaxis for all costs and expenses of or
                  related to the recall incurred by Stereotaxis if the recall
                  arises in whole or in part from an act or omission of

         I.       Beginning on January 1, 2005, and annually thereafter, but in
                  no event later than January 30th of each calendar year, to
                  mutually agree in good faith with Stereotaxis the targeted
                  sales quota for such calendar year (a "Targeted Sales Quota
                  Agreement"), on reasonable commercial terms and substantially
                  in the form attached hereto as SCHEDULE TWO, or in such other
                  form as Stereotaxis may from time to time prescribe. The
                  Targeted Sales Quota Agreements may be amended from time to
                  time by the mutual written consent of the Parties;

         J.       Not to distribute, sell or solicit the sale of the Products
                  outside of the Territory, or for use outside of the Territory,
                  or to any Distributor within the Territory which Distributor
                  has reason to believe intends to use, distribute or resell any
                  of the Products outside of the Territory;

         K.       To pay from its own funds and without reimbursement from
                  Stereotaxis all direct selling, marketing, translation and
                  advertising expenses, costs of all promotional expenses and
                  all general and administrative expenses incurred in connection
                  with the discharge of its duties hereunder;

         L.       To promptly notify Stereotaxis of any complaints from
                  customers regarding the Products and to cooperate with
                  Stereotaxis to administer and resolve any such complaints;

         M.       To protect the proprietary rights of Stereotaxis as specified
                  in this Agreement and agrees to notify Distributor's employees
                  of its obligations specified and enforce their compliance
                  therewith; and

         N.       To promptly notify Stereotaxis of any infringement of the
                  proprietary rights of Stereotaxis that come to Stereotaxis'
                  attention, and to cooperate with Stereotaxis without charge,
                  in any action by Stereotaxis to investigate or remedy any such
                  infringement or said rights.


 << Previous Page | Next Page >>