Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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Seller makes no representation that engineering changes that may be announced in
the future will be suitable for use on, or in connection with, the Products.

16.      ASSIGNMENT

Neither party may assign any right or obligations under this Agreement without
the written consent of the other and any attempt to do so will be void, except
that Seller may assign this Agreement without consent to any subsidiary or
affiliated company or an acquirer of all or a substantial portion of the assets
of Seller. This Agreement will inure to and be binding upon the parties and
their respective successors, permitted assigns and legal representatives.

17.      DAMAGES, COSTS AND FEES

In the event that any dispute or difference is brought arising from or relating
to this Agreement or the breach, termination or validity thereof, the prevailing
party will NOT be entitled to recover from the other party any punitive damages.
The prevailing party will be entitled to recover from the other party all
reasonable attorneys fees incurred, together with other such expenses, costs and
disbursements as may be allowed by law.

18.      MODIFICATION

This Agreement may not be changed, modified or amended except in writing signed
by duly authorized representatives of the parties.

19.      GOVERNING LAW

This Agreement will be governed by the laws of the State of Delaware.

20.      INTEGRATION

These terms and conditions, including any attachments or other documents
incorporated by reference herein, constitute the entire agreement and the
complete and exclusive statement of agreement with respect to the subject matter
hereof, and supercedes any and all prior agreements, understandings and
communications between the parties with respect to the Products.

21.      SEVERABILITY; HEADINGS

No provision of this Agreement that may be deemed unenforceable will in any way
invalidate any other portion or provision of this Agreement. Section headings
are for convenience only and will have no substantive effect.

22.      WAIVER

No failure and no delay in exercising, on the part of any party, any right under
this Agreement will operate as a waiver thereof, nor will any single or partial
exercise of any right preclude the further exercise of any other right.

23.      NOTICES

Any notice or other communication under this Agreement will be deemed properly
given if given in writing and delivered in person or mailed, properly addressed
and stamped with the required postage, to the intended recipient at its address
specified on the face hereof. Either party may from time to time change such
address by giving the other party notice of such change in accordance with this
section.

24.      RIGHTS CUMULATIVE

The rights and remedies afforded to Seller under this Agreement are in addition
to, and do not in any way limit, any other rights or remedies afforded to Seller
by any other agreement, by law or otherwise.

25.      END USER CERTIFICATION

Purchaser represents, warrants and covenants that it is acquiring the Products
for its own end use and not for reselling, leasing or transferring to a third
party (except for lease back financing)

26.      TRANSFER OF PRODUCTS

Purchaser grants Seller a right of first refusal on substantially equivalent
terms with respect to any proposed sale of any Products to any third part


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