Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         Stereotaxis Localization System and associated proprietary disposable
         localized devices until such time as the Commercial Launch Date,
         provided that such development program:

2.4.1.2  does not involve collaboration with a Restricted Party, and

2.4.1.3  includes contract development from independent parties.

2.4.2    Localization System Placements.

2.4.2.1  Limit on Number of Placements. In connection with exercising its rights
         under Section 2.4.1 and subject to Section 2.4.2.2, Stereotaxis agrees
         that it may sell and/or license ("Stereotaxis Customer Localization
         License") to third parties (each a "Stereotaxis Customer") only up to,
         but not more than fifty (50) Stereotaxis Localization Systems.

2.4.2.2  The Localization License is granted by Biosense as a limited
         non-exclusive license to Stereotaxis under any necessary Biosense IP at
         a royalty rate according to the table below:

                                     [***]


2.4.2.3   In the case of units sold using a different subcontractor (i.e., other
          than [***]), then the above royalty rates shall be [***]. In addition,
          if:

2.4.2.3.1 Stereotaxis exercises its rights pursuant to the Localization License;
          or

2.4.2.3.2 Biosense loses distribution rights following Commercial Failure,
          Technical Failure or other termination of placements of Compatible
          NIOBE-CARTO Systems pursuant to this Agreement (including expiration
          of the Term),

2.4.2.3.3 then Biosense shall be entitled to [***] of Stereotaxis' Net Revenues
          in respect of it sales of disposable Localization catheters and
          devices comprising Daughter Products or such devices as are utilized
          subject to the Localization License. The Parties recognize that
          Biosense grants the licenses herein only to the extent if any,
          required to permit Stereotaxis to sell Stereotaxis Localization
          Systems and/or grant such Stereotaxis Customer Localization Licenses
          (and licenses in respect of proprietary localized disposable devices
          to be used with the Stereotaxis Localization System) as permitted
          pursuant to this Section 2.4.

2.4.2.4   Conversion of Stereotaxis Customers. Stereotaxis and Biosense will,
          prior to and following the Commercial Launch Date, use all
          commercially reasonable efforts, to convert Stereotaxis Customers to
          usage of the Compatible CARTO System.

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


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