Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         Intellectual Property Rights in the Stereotaxis IP, to use the
         Stereotaxis IP for the purpose of, internally at Biosense, completing
         the development, integration and testing work in connection with
         development of the Compatible CARTO System, the Compatible NIOBE System
         and the Daughter Products as is required to give effect to the terms of
         this Agreement.

2.1.4    No Implied Rights. No rights or licenses are granted hereunder by
         implication, estoppel or otherwise. The only non-exclusive licenses
         granted or to be granted to Biosense pursuant to this Agreement are as
         expressly stated in this Section 2.1.

2.2      License Grant to Stereotaxis.

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

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

2.2.3    Development License. Biosense hereby grants to Stereotaxis a limited,
         non-transferable (except as set forth in Article 16), worldwide license
         under Biosense' Intellectual Property Rights in the Biosense IP, to use
         the Biosense IP for the purpose of, initially at Stereotaxis,
         completing such development, integration and testing work in connection
         with development of the Compatible CARTO System, the Compatible NIOBE
         System and the Daughter Products as is required to give effect to the
         terms of this Agreement.

2.2.4    Localization System Placements. Subject to Section 2.4, Biosense hereby
         grants to Stereotaxis a limited, non-transferable (except as set forth
         in Article 16), worldwide license (the "Localization License"), under
         Biosense's Intellectual Property Rights in the Biosense IP (to the
         extent if any, required) to make, have made, use, import, sell, offer
         for sale or otherwise make available (directly or through multiple
         tiers of distribution) the Stereotaxis Localization System (and
         associated interventional disposable devices) pursuant to the
         provisions, including the royalty provisions, of Section 2.4. For the
         avoidance of doubt, the "associated interventional disposable devices"
         referred to in the above sentence, applies to Stereotaxis developed
         catheters and devices, and not to Biosense developed catheters and
         devices.

2.2.5    No Implied Rights. No other rights or licenses are granted hereunder by
         implication, estoppel or otherwise. The only non-exclusive licenses
         granted or to be granted to Stereotaxis pursuant to this Agreement are
         as expressly stated in this Section 2.2.


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