EXHIBIT 10.20
RESEARCH AGREEMENT
between
SIEMENS AG
MEDICAL SOLUTIONS
SIEMENSSTRA(beta)E 1,91301 FORCHHEIM
("SIEMENS AG")
AND
STEREOTAXIS, INC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇. ▇▇▇▇▇, ▇▇
▇▇▇▇▇
("STEREOTAXIS")
and
LANDESBETRIEB KRANKENHAUSER, BODY CORPORATE (LBK HAMBURG), REPRESENTED BY ITS
EXECUTIVE BOARD, REPRESENTED BY THE MANAGEMENT OF PRORESEARCH CLINICAL RESEARCH
AND DEVELOPMENT, RUBENKAMP 148,22291 HAMBURG, GERMANY
("PRORESEARCH")
PREAMBLE
Stereotaxis intends that the Stereotaxis Niobe magnetic navigation system
("Magnetic Navigation System") will be used in Research Projects and Clinical
Studies in respect of various applications of the Magnetic Navigation System.
The Stereotaxis NIOBE system will be integrated with a Siemens AXIOM ▇▇▇▇▇ dFC
Magnetic Navigation Digital Flat Panel Fluoroscopy System.
Siemens will be the Executive Project Manager for the project. This includes
that Siemens is to built the Laboratory, as well to install the ARTIS - NIOBE
system. Siemens will also be responsible for first level service of NIOBE in
addition to its own products after the installation.
LBK Hamburg, represented by proresearch is interested in conducting this
Research program and wants to form this joint research collaboration.
SECTION 1 PERFORMANCE OF THE RESEARCH PROGRAM AND CONTRACT BASIS
Therefore, Siemens AG and Stereotaxis commission proresearch with the conduct of
a Research Program and proresearch intends to initiate a Center of Excellence
for the Stereotaxis Niobe system in Europe with a focus of electrophysiology and
interventional cardiology. This Center of Excellence shall be directed by:
Prof. Dr. med. ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇, Head of the Department of Cardiology,
AK St. Georg, ▇▇▇▇▇▇▇▇▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇.
The project leader of the research laboratory shall be:
Dr. rer. physiol. Gabriele Schonharl-▇▇▇▇, Projectmanager medical products,
proresearch,
AK ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.▇,▇▇▇▇▇ ▇▇▇▇▇▇▇.
For each Research Project or Clinical Study a Subagreement ("Subagreement") will
be generated between proresearch and the respective contract partner
(hereinafter "the Sponsor").
Based on the Research Agreement the following Attachments will be generated:
Attachment A:
It regulates in detail the obligations of Siemens AG Medical Solution
and proresearch.
Added is an offer from Siemens Med.
Attachment B:
It regulates the obligations of Stereotaxis Inc. and proresearch, e.g.
the price and placement conditions for the Niobe system and is based on
the Stereotaxis placement Agreement.
Attachment C:
It regulates in detail the obligations of Siemens SGT and proresearch
as well as the cost and conditions for the building of the Labratory.
Attachment D:
It governs the maintenance of the system, e.g. maintenance contracts
between Siemens Med and proresearch, and Stereotaxis Inc. and
proresearch, and contains additional agreements like First Level
Service.
Attachment E:
Leasing contract
SECTION 2 TERM AND TERMINATION
2.1 The term of this Agreement commences on the date it is executed by all
parties and ends after 60 months. The parties may extend the term of
this agreement three months before expiration by mutual written consent
from year to year.
2.2 The completion of the Laboratory and the appropriation of the system
should take place in the last quarter of the year 2002.
2.3 Should Siemens or Stereotaxis not be able to fulfil its substantial
obligations, proreseach shall have the right for termination of the
contract with a notice period of 30 days.
proresearch may return the NIOBE or AXIOM ▇▇▇▇▇ dFC system, if Siemens
and/or Stereotaxis during the installation period is not able to fulfil
its substantial obligations.
Acceptance of the NIOBE System shall be deemed to have occurred upon
written notification by Stereotaxis (signed by an officer of
Stereotaxis) to proresearch that installation is completed in all
material respects and that Stereotaxis in good faith determines the
NIOBE System is (i) operating according to specifications and (ii) is
completely ready for clinical use of following completion of the first
five animal or human procedures with the NIOBE System (proresearch will
provide immediate written notice of such completion to Stereotaxis),
whichever is the earlier.
Acceptance of AXIOM ▇▇▇▇▇ dFC system is governed by VOL.
SECTION 3 FINANCIAL CONSIDERATION AND PAYMENT SCHEDULE
3.1 According to the performance of the research collaboration, Siemens AG/
Stereotaxis will provide proresearch with the equipments needed by the
investigators site to carry out the Research Program. The conditions of
acquirement are agreed upon by the above mentioned attachments
("Attachment") to this Research Agreement.
3.2 The costs for the operating Laboratory are:
Axiom ▇▇▇▇▇ [***]
NewCor [***]
Niobe [***]
Additional equipment [***]
Building of the laboratory [***]
-----------
[***]
Financial Support for Research projects Stereotaxis Inc. [***]
Financial Support for Research projects Siemens Med [***]
(the first rate of [***] for research efforts will be paid by Siemens
Med within 30 days after acceptance of the system)
Cost for the Niobe / ▇▇▇▇▇ Laboratory including all services [***]
VAT [***]
Total amount incl. VAT [***]
3.3 For the performance of Research Projects and Clinical Studies proresearch
will be entitled to the financial compensation according the Payment
Schedules listed in the Subagreements. The consideration will be remitted
to the proresearch bank account. Further fee claims are excluded, in
particular any separate fee agreements with the Director of the Center of
Excellence or his employees. Payments/ Benefits in kind (congress fees,
Investigator meetings, appliances etc.) for employees and/ or the
performing department must be approved by proresearch.
SECTION 4 OWNERSHIP OF DATA, CONFIDENTIALITY AND PUBLICATION
4.1 Ownership. All case report forms and other data generated according to the
Protocol of a Research Project or a Clinical Study (the "Data"), shall be
the property of the Sponsor of the Subagreement, which may utilize the
Data in any way it deems appropriate, with the exception that the Sponsor
shall not sell, transfer, publish, disclose or otherwise make available
the Data to a competitor of Siemens or Stereotaxis.
[*** 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.]
4.2 Confidentiality. All information concerning the Research Program covering
the Sponsor's operations, such as the Sponsor's patent applications,
formulas, manufacturing processes, basic scientific data, prior clinical
data and information regarding the device which is supplied by the
Sponsor to the investigators site and not previously published are
considered confidential.
The provisions in this article 4.2 shall survive the termination or
expiration of this Research Agreement, the duration of the non-disclosure
agreement shall be limited to 5 years.
4.3 Publication. The Center of Excellence , proresearch and the Sponsors
shall be free to publish any scientific results obtained from the
evaluation. In doing so, the contribution of each party shall be given
proper regard and be duly mentioned in all such publications. The content
and timing so such publications shall be subject to the prior consent of
the other party, which consent shall not be unreasonably withheld.
SECTION 5 PATENTS
5.1 All points concerning patents will be governed in detail by the
particular Subagreement for each of the different research projects.
SECTION 6 COMPLIANCE WITH APPLICABLE LAWS
proresearch agrees to conduct the Research Projects and Clinical Studies and
maintain records and Data during and after the term of this Service Contract in
compliance with all applicable legal and regulatory requirements.
SECTION 7 PUBLICITY
None of the parties shall use the name of any other party for promotional
purposes without the prior written consent of the party whose name is proposed
to be used, nor shall either party disclose the existence or substance of this
Service Contract except as required by law.
SECTION 8 INDEPENDENT CONTRACTOR
proresearch is acting in the capacity of an independent contractor hereunder and
not as employee or agent of Siemens AG or Stereotaxis.
SECTION 9 INDEMNIFICATION
11.1 Siemens AG and Stereotaxis shall defend, indemnify and hold harmless
proresearch, its trustees, officers, agents and their employees
(collectively the "Indemnitees") from any and all losses, costs,
expenses, liabilities, claims, actions and damages, including, without
limitation, interest penalties and reasonable attorney's fees, based on a
personal injury arising out of or connected with the performance of the
activities to be carried out pursuant to this Research Agreement.
11.2 The above obligation of Siemens AG or Stereotaxis shall not apply and
Siemens AG or Stereotaxis shall not be liable for any indemnification or
expenses for actions or claims in any way arising from or caused by the
willful, reckless, or negligent acts or omissions, or professional
malpractice of the Indemnities.
SECTION 10 ENTIRE AGREEMENT AND MODIFICATIONS
This Agreement contains the complete understanding between the parties and
supersedes any prior agreement, whether oral or in writing, between the parties,
with the exception that the right on patents will be governed in named
subagreements. It may not be altered, amended or modified except by written
document signed by all parties.
SECTION 11 NOTICE
Any notices given hereunder shall be sent by mail, by fax or personally
delivered as follows:
TO: Siemens AG
Legal Services Med
▇▇▇▇▇▇ von ▇▇▇▇▇▇▇ ▇▇▇. ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
TO: Stereotaxis Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
TO: LBK Hamburg
proresearch clinical research and development
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇▇ Schonharl-▇▇▇▇
SECTION 12 GOVERNING LAW
This Research Agreement shall be governed by and construed in accordance with
the laws of Germany.
SECTION 13 JURISDICTION
If any provision of this Research Agreement will be or become unenforceable,
this does not effect the validity of the other contract provisions. The invalid
provision shall be replaced by a legally valid provision, the contents of which
will best correspond to the objective of the invalid provision. Siemens AG,
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. and proresearch undertake to come to an understanding in case
of any queries or conflicts arising from this Research Agreement or from its
execution. Modifications and supplements of this Agreement will be agreed as
amendments and have to be provided in writing.
If the contracting parties consent, disputes arising out of or in connection
with the present Agreement or its validity shall be finally settled in
accordance with the rules of arbitration of the Deutsche Institution fur
Schiedsgerichtsbarkeit e.V. (German Arbitration Institution) in Bonn without the
possibility of recourse legal action. The arbitration court can also make
binding decisions on the validity of this arbitration agreement.
BANK ACCOUNT FOR REMITTING THE FINANCIAL CONSIDERATION
Account holder: [***]
Account no.: [***]
Bank: [***]
Sort code: [***]
[*** 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.]
PRORESEARCH CLINICAL RESEARCH AND DEVELOPMENT
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------ ---------------------------
Hamburg, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
(Managing Director) (Manager Administration)
/s/ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ /s/ Hans-Soachim ▇▇▇▇▇
------------------------ ---------------------------
SIEMENS AG ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Hans-Soachim ▇▇▇▇▇
(Medical solutions, WAX) (Medical solutions, AXMC)
STEREOTAXIS, LNC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ Illegible
------------------------ -------------------------