Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         sets). Biosense will be Stereotaxis's preferred partner for the
         Localization of Stereotaxis' medical devices outside of the Biosense
         Field. Accordingly, Stereotaxis will grant Biosense a right of first
         notice for all product development activities that are undertaken by
         Stereotaxis relating to Localization of Stereotaxis' medical devices
         outside of the Biosense Field as set forth in Section 2.5.2.
         Additionally, the Parties will, within a reasonable period after the
         Effective Date, enter into good faith discussions to consider
         collaboration in the fields of neurology and interventional
         neuroradiology.

2.5.2    Notice.

2.5.2.1  During the Term, at least sixty (60) days prior to Stereotaxis entering
         into material and substantial negotiations regarding a potential
         agreement regarding the Localization of medical devices outside of the
         Biosense Field Stereotaxis agrees to notify Biosense in writing,
         together with a summary description of the proposed potential agreement
         that would be the subject of such negotiations ("Initial Notice"). Upon
         request by Biosense given within ten (10) days of the date of such
         Initial Notice, Stereotaxis and Biosense will discuss the terms and
         conditions under which Stereotaxis and Biosense would enter into an
         agreement like the proposed potential agreement with a third party. In
         the event that Stereotaxis and Biosense have not agreed upon such terms
         and conditions within thirty (30) days after the date Stereotaxis
         provided the Initial Notice to Biosense, Stereotaxis will be free to
         enter into such agreement with a third party without further
         obligations to Biosense, and on any terms that Stereotaxis considers
         appropriate. It is understood that, because Stereotaxis will be
         providing the Initial Notice to Biosense prior to the commencement of
         material and substantial negotiations with a third party, Stereotaxis
         may not be able to define the entire or exact scope of the rights and
         obligations of the potential agreement, and accordingly, so long as the
         Initial Notice describes in general terms a product, field or rights
         that overlap with the product, field or rights actually negotiated
         with, or granted to, a third party, Stereotaxis will be deemed to have
         satisfied its obligations, under this Section 2.5.2; also, it is
         understood that Stereotaxis need only provide one (1) such Initial
         Notice in any twelve (12) month period before engaging in such material
         and substantial negotiations with any third party or parties.

2.5.2.2  Stereotaxis also agrees to notify Biosense in the event that
         Stereotaxis reasonably considers it is engaged in substantive
         discussions in respect of the sale of the company or substantially all
         of its assets. For the avoidance of doubt, the provisions of Section
         2.5.2.1 will not apply in respect of any such notice.

2.5.2.3  No Implied Obligation. The only obligations of Biosense and Stereotaxis
         under this Section 2.5.2 are as expressly stated herein, and there are
         no further implied obligations relating to the matters contemplated
         therein. Without limiting the foregoing, it is further acknowledged and
         agreed that this Section 2.5.2:

2.5.2.3.1 will not be deemed to apply to a change of Control of Stereotaxis; and

2.5.2.3.2 Stereotaxis is not obligated under this Section 2.5.2 to provide to
          Biosense any particular information other than as expressly stated in
          this Section 2.5.2.



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