Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         without limitation, of FDA QSR or other regulatory agency requirements
         with which the relevant Party has agreed to comply, or is obligated to
         comply, pursuant to Section 8.

1.2.25   "Distribute" shall mean, in respect of a product, its distribution to
         customers, including (subject to the terms of this Agreement) setting
         pricing policy, taking purchase orders, delivering and effecting
         transfer of title, either directly or through multiple tiers of
         distribution. "Distribution" shall have a corresponding meaning.

1.2.26   "electrophysiology" will mean in respect of the electrical
         characteristics and activity of the heart. "Electrophysiological" and
         "electrophysiologic" will have corresponding meanings.

1.2.27   "electrophysiologic mapping" will mean using a catheter having a
         transmitter or receiver at the distal tip to record, in respect of
         points or areas of heart tissue, the electrical signals being generated
         by such tissue.

1.2.28   "FDA QSR" will mean the U.S. FDA medical device Quality System
         Regulations, as amended from time to time, and any successor 
         regulations or comparable regulations of any successor agency(ies) 
         thereafter.

1.2.29   "Gross Profits" will mean, with respect to each Party's relevant gross
         profits, gross profits calculated in accordance with U.S. GAAP, applied
         on a consistent basis and in a manner consistent with such Party's
         audited financials. In the event that the Parties are unable to agree
         on such definition or there is a bona fide dispute as to the
         application of the agreed upon definition, "Gross Profits" will have
         the meaning set forth in Exhibit B.

1.2.30   "Initial Daughter Products" will mean Daughter Product One and Daughter
         Product Two.

1.2.31   "Compatible CARTO System" will mean the CARTO System, made compatible
         with the Compatible Stereotaxis NIOBE System in accordance with the
         Compatible CARTO Specifications and the terms of Exhibit A.

1.2.32   "Compatible CARTO Specifications" will mean the feature specifications
         for the Compatible CARTO System to be determined by Biosense in
         consultation with the Joint Steering Committee and in a manner
         consistent with Exhibit A, as the same may be revised from time to
         time. Upon completion of such specification it will be deemed an
         Exhibit to this Agreement.

1.2.33   "Compatible NIOBE System" will mean the Stereotaxis NIOBE System,
         including such modifications as determined by Stereotaxis in
         consultation with the Joint Steering Committee, as are reasonably
         required to make it compatible with Compatible CARTO System.

1.2.34   "Compatible NIOBE-CARTO System" will mean a Compatible computerized
         interventional electrophysiological Localization, mapping, ablation and
         instrument control system comprising one Compatible NIOBE System and
         one Compatible CARTO System.




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