Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         regard Biosense will be responsible for providing all development
         engineers and other personnel, facilities, Biosense IP and Biosense
         Intellectual Property Rights and relevant regulatory resources required
         for the development of the Compatible CARTO System. Stereotaxis will be
         responsible for coordinating with and providing such information to
         Biosense in respect of the such development as may be reasonably
         required and further will make payments contributing to the costs of
         the development of the Compatible CARTO System in accordance with the
         terms of this Section 3.2 and with the terms and payment schedule set
         forth in Exhibit A. Stereotaxis's contribution to funding of
         development of the Compatible CARTO System will not exceed a maximum of
         [***]. All payments will be made in US Dollars ($). Subject to Section
         3.1.2.6, Stereotaxis will be responsible for developing the Compatible
         NIOBE System.

3.2.2.2  Parties also agree to use reasonable commercial efforts to cooperate
         (but without obligation) to consider the development of a hybrid
         Compatible NIOBE System utilizing Biosense mapping and software and
         Stereotaxis Localization System hardware for the purpose of providing
         expedited entry to human clinical procedures by key common physician
         customers. In the event of Technical Failure that leads to the
         termination of the Development Program prior to the Critical Design
         Review milestone outlined in Exhibit A, Biosense will bear no risk of
         loss, but in any case, any unused portion of the finds provided to
         Biosense will be refunded to Stereotaxis.

3.2.2.3  In the event of Technical Failure that leads to the termination of the
         Development Program after the Critical Design Review milestone outlined
         in Exhibit A, Biosense will promptly refund to Stereotaxis and unused
         portion of its contribution to development funding of the Compatible
         CARTO System (which will be calculated by crediting to Stereotaxis
         amounts in the same manner as set out in Section 3.2.3 below) and also
         promptly refund to Stereotaxis one half of Stereotaxis' aggregate
         contribution for the period beyond the Critical Design Review milestone
         outlined in Exhibit A, to development funding of the Compatible CARTO
         System not otherwise repaid to Stereotaxis pursuant to Section 323
         below.

3.2.3    Invoicing of Expenditures. Within ten (10) days of completion of each
         Development Stage, Biosense will provide Stereotaxis a written invoice
         stating the approximate the sum and breakdown of the following
         development expenditures ("Expenditures") incurred by Biosense in such
         stage:

3.2.3.1  [***]

3.2.3.2  [***]

3.2.3.3  [***]

[*** 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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