Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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2.3      Exclusivity.

2.3.1    Stereotaxis. During the Term (subject to Sections 2.3.4, 2.4 and 4.4),
         Stereotaxis will not engage in research and development, clinical
         development, Marketing and Promotions or Distribution activities in the
         Biosense Field; and

2.3.2    Biosense. During the Term, Biosense will not engage in research and
         development, clinical development or Marketing and Promotions or
         Distribution activities in the Stereotaxis Field.

2.3.3    Clinical Development. Neither Party will be taken to be in breach of
         its obligations pursuant to Sections 2.3.1 and 2.3.2 above by reason of
         any pre-clinical or clinical development activities initiated and
         conducted by a Party or by third party physicians or hospitals with
         technical, systems, service or financial support from such Party,
         provided that the Party is obligated to provide such support pursuant
         to a sponsored research agreement between the Party and such physician
         or hospital and provided that such sponsored research agreement was:
         entered into in the ordinary course; will not delay performance under
         this Agreement; such support is not development engineering services
         provided for a third party; and such support and agreement are
         provided on terms both consistent with past practices of the Party and
         consistent with relevant industry standards.

2.3.4    Termination. This Agreement will terminate (except in respect of any
         antecedent breach) upon the occurrence of:

2.3.4.1  Technical Failure;

2.3.4.2  Commercial Failure; or

2.3.4.3  Seven (7) years from the Effective Date, contingent in respect of that
         during Years Six (6) and Seven (7), on Biosense being generally
         regarded in the field of electrophysiologic Localization as having one
         of the leading market shares, or otherwise as provided for in Section
         14 herein.

2.4      Stereotaxis Permitted Activities.

2.4.1    Own Development. Nothing in this Agreement will be taken to prevent
         Stereotaxis development, Marketing and Promotions, Distribution or
         other activities in respect of catheters or other interventional
         instruments designed for non-Localized electrophysiological procedures.

2.4.1.1  Stereotaxis may continue with its own development program and
         subsequent commercial activities with [***] (or, in the event of a
         technical failure or a commercial failure of the activities with [***],
         as determined by Stereotaxis, with one or more other manufacturers of a
         Localization mechanism, provided that Stereotaxis with use reasonable
         commercial efforts to work with only one such additional manufacturer)
         in respect of the


[*** Indicates portions of this exhibit have been omitted and filed separately
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]



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