Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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3.1.2.1  coordinating the Parties' activities and responsibilities under the
         Agreement;

3.1.2.2  encouraging and facilitating ongoing cooperation between the Parties;

3.1.2.3  subject to the guidelines set forth in Section 9.1.2, determining the
         regulatory strategy and timetable in respect of the Daughter Products
         and allocating responsibilities for effecting the same between the
         Parties;

3.1.2.4  determining the development strategy and timetable in respect of the
         Daughter Products and the Daughter Product Specifications, and
         allocating responsibilities for effecting the same between the Parties;

3.1.2.5  subject to the provisions of Exhibit A and Section 9.1.2, determining
         the regulatory strategy and timetable in respect of the Compatible
         CARTO System and, where applicable, the Compatible NIOBE System, and
         allocating responsibilities for effecting the same between the Parties;

3.1.2.6  subject to the guidelines set forth in Exhibit A, determining the
         development strategy and timetable in respect of the Compatible CARTO
         System and consulting with Stereotaxis as to the development strategy
         and timetable for the Compatible NIOBE System, and allocating
         responsibilities for affecting the same between the Parties;

3.1.2.7  discussing with Biosense once per quarter Biosense's then current sales
         forecasts (whether finalized or preliminary) for the Daughter Products
         and in respect of the placement of Compatible NIOBE--CARTO Systems for
         each quarter in the next 12 months, and where available, the next 24
         months. Biosense agrees to reasonably cooperate in this regard, but
         will be under no obligation to take account of input from the Joint
         Steering Committee in relation to any such forecasts; and

3.1.2.8  Where appropriate requesting Biosense to provide relevant information
         to the Joint Steering Committee in respect of the issue of whether a
         Technical Failure has occurred.

3.1.3    Meetings. The Joint Steering Committee will hold its first meeting
         within thirty (30) days of the Effective Date. Thereafter, the Joint
         Steering Committee will determine its meeting schedule, provided that
         it will meet at least monthly by teleconference and semi-annually with
         personal attendance of representatives (where reasonably practicable).

3.2      Development of the Compatible CARTO System and Compatible NIOBE System.

3.2.2.   Development.

3.2.2.1  Biosense will use reasonable commercial efforts to develop the
         Compatible CARTO System in accordance with the Compatible CARTO
         Specifications and the Milestones and four development stages
         ("Development Stage") described in Exhibit A and otherwise in the
         manner determined by the Joint Steering Committee pursuant to Section
         3.1.2.6 and in this



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