Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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2.4.2.5  Limits on Localization License. Pursuant to the Localization License,
         each Stereotaxis Customer Localization License (and licenses in respect
         of electrophysiological localized disposable devices to he used with
         the Stereotaxis Localization System) will be limited to a term ending
         24 months following the Commercial Launch Date. Where this limitation
         results in any Stereotaxis Customer having permitted usage of its
         Stereotaxis Localization System for a period of less than five (5)
         years ("Diminished Usage Period"), Biosense will make available to each
         such customer by way of discounts, rebates or otherwise ("Rebate") in
         respect of the Compatible CARTO System or other Biosense products
         (other than the Daughter Products) purchased by the customer, a
         reasonable discount to its list price on such products, such discount
         pro rated inversely to the number of years of ownership by the customer
         of the Stereotaxis Localization System.

2.4.3    Technical Failure. Commercial Failure or Delay.

2.4.3.1  Additional Stereotaxis Localization System Placements. In the event of
         Technical Failure or Commercial Failure or delay in the Commercial
         Launch Date for Compatible NIOBE-CARTO Systems (with relevant
         disposable products that customers can use therewith) beyond April 30,
         2004 ("Delay"), Stereotaxis will have the right to place additional
         Stereotaxis Localization Systems (and proprietary localized disposable
         devices to be used therewith) in the manner set out in this Section
         2.4.3.

2.4.3.2  Failure. In the event of Technical Failure or Commercial Failure or
         other termination as referred to in Section 14.2.3, Stereotaxis will
         have the right to grant up to 500 licenses to third parties under its
         Localization License having terms ending no later than three (3) years
         following the date of such Technical Failure or Commercial Failure in
         order to enable Stereotaxis to secure access to an alternative catheter
         based Localization system that is compatible with the Stereotaxis NIOBE
         System. The parties recognize herein that after the expiration of the
         three (3) year period following any Commercial Failure or Technical
         Failure, the Localization Licenses under the Biosense IP shall no
         longer exist.

2.4.3.3  Delay. In the case of Delay, Stereotaxis will have the right to grant
         up to 500 licenses pursuant to Section 2.4.3.2 until such time as the
         Commercial Launch Date.

2.4.3.4  Biosense Distribution. In the case of Technical Failure, Commercial
         Failure or Delay, Biosense will have the right to act as sole
         distributor of such additional Stereotaxis Localization Systems (and
         proprietary electrophysiological localized disposable devices to be
         used therewith), based on reasonable commercial terms to be mutually
         agreed upon by Biosense and Stereotaxis.

2.5      Preferred Partner and Third Party Integrations.

2.5.1    Outside Biosense Field. The Parties shall use reasonable commercial
         efforts to cooperate (but without obligation) to bring the integration
         of the Compatible NIOBE-CARTO System with additional imaging and
         information modalities relevant to electrophysiology (including,
         without limitation, digital x-ray fluoroscopy and intraoperative and
         pre-operative 3D data



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