Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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1.2.54   "Technical Failure" will mean, (i) in respect of the Compatible NIOBE
         -- CARTO System, (a) its failure as reasonably determined by Biosense,
         to perform the functions of the CARTO System and of the NIOBE System in
         accordance with clinically acceptable quality standards or (b) a
         determination by Biosense that the Compatible NIOBE-CARTO will not
         produce acceptable technical results within acceptable budgetary
         limits; or (ii) in respect of the Initial Daughter Products, their
         failure to conform with the relevant Daughter Product Specifications.

1.2.55   "Technology" will mean (i) works of authorship including, without
         limitation, computer programs, algorithms, routines, source code and
         executable code, whether embodied in software or otherwise,
         documentation, designs, files, records and data; (ii) inventions
         (whether or not patentable), improvements, and technology, (iii)
         proprietary and confidential information, including technical data and
         customer and supplier lists, trade secrets, show how, know how and
         techniques; and (iv) processes, devices, prototypes, schematics, bread
         boards, net lists, mask works, test methodologies and hardware
         development tools and all instantiations of the foregoing in any form
         and embodied in any media.

1.2.56   Term" will have the meaning set forth in Section 14.1.

1.2.57   "U.S. FDA" will mean United States Food and Drug Administration, and
         any successor agency thereto.

1.2.58   "Year 1" will mean the twelve (12) months commencing on the first day
         of the first month immediately following the Commercial Launch Date.
         "Year 2", "Year 3", etc. will mean the twelve (12) month periods
         following Year 1, Year 2, etc. respectively.

2        LICENSE GRANTS

2.1      Licenses Granted: Appointment

2.1.1    Daughter Products. Stereotaxis hereby grants to Biosense a limited,
         non-exclusive (subject to Sections 2.4 and 4.4), worldwide,
         non-transferable (except as set forth in Section 2.4 and Article 16),
         license under Stereotaxis' Intellectual Property Rights in and to the
         Stereotaxis' IP, to make, have made, use, import, sell, offer for sale,
         or otherwise dispose of (directly or through multiple tiers of
         distribution) Daughter Products.

2.1.2    Stereotaxis NIOBE System. Stereotaxis hereby grants to Biosense a
         limited, (subject to Sections 2.4 and 4.4), non-transferable (except as
         set forth in Section 2.4 and Article 16), worldwide license, under
         Stereotaxis' Intellectual Property Rights in the Stereotaxis IP, to
         make, have made, use, import, sell, offer for sale, or otherwise
         dispose of (directly or through multiple tiers of distribution) the
         Compatible CARTO Systems for use with the Daughter Products.

2.1.3    Development License. Stereotaxis hereby grants to Biosense a limited,
         non-transferable (except as set forth in Section 2.4 and Article 16),
         worldwide license under Stereotaxis'



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