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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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1.2.35   "Intellectual Property Rights" will mean all rights in or arising
         under: (i) Patents; (ii) all copyrights in both published and
         unpublished works, all registrations and applications therefor and all
         associated moral rights; (iii) all know-how, trade secrets,
         confidential information, software, technical information, data,
         process technology, plans, drawings and blueprints required to be
         disclosed by the Parties to one another hereunder; and (iv) databases,
         data compilations and collections and technical data; and (v) any other
         similar rights in or arising under Technology worldwide, in each case,
         whether arising under the laws of the United States or any other state,
         country or jurisdiction.

1.2.36   "Joint IP" will have the meaning set forth in Section 12.3.1.

1.2.37   "Localization" will mean the determination of the three dimensional
         coordinates, relative to a fixed or control point or points, of the
         distal (internal) tip of a catheter where such catheter has a signal
         transmitter and/or receiver in its distal tip which, either directly or
         indirectly through another catheter, sends and/or receives data (that
         is used to determine such three dimensional coordinates) to or from an
         external transmitter and/or receiver via electromagnetic, ultrasound or
         other signals but shall not be taken to include imaging technologies
         such as ultrasonic imaging, imaging through optical fibers or other
         optical means, other imaging modalities or electrophysiologic recording

1.2.38   "Marketing and Promotions" will mean in respect of a product (i)
         interacting (using written materials or otherwise) with actual and
         potential customers to facilitate their placing purchase orders for the
         product (and such other activities other than Distribution as are
         generally considered to be marketing activities in respect of a product
         in the medical devices industry); and (ii) conducting promotions (using
         written materials or otherwise) at trade shows and other relevant
         forums (and such other activities as are generally considered to be
         promotions activities in respect of a product in the medical devices
         industry) respectively.

12.39    "Milestones" will mean the development milestones with respect to
         development of the Compatible CARTO System and Daughter Products as set
         forth in Exhibit A and "Milestone" will have a corresponding meaning.

1.2.40   "Net Revenue" for Daughter Products will mean the bona fide price of
         sale or other transfer, after deduction of the following: prompt
         payment discounts, quantity discounts, rebates, returns, refunds and
         other similar discounts or amounts, including taxes, actually allowed
         and given, at which Biosense or any of its Affiliates sells or
         otherwise transfers Daughter Products to its customers (other than
         other Affiliates) as determined in accordance with U.S. GAAP applied on
         a consistent basis and in manner consistent with procedures used by
         Biosense to calculate revenues for its other relevant product lines for
         financial reporting purposes. In the event Daughter Products are
         sold together with other products at a single price, such single price
         will be allocated (pro rata where applicable) among Daughter Products
         and the other products based on the market price for such products when
         sold separately. In reference to products other than Daughter Products,
         "Net Revenue" will have a corresponding meaning.


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