Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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3.2.3.4  [***]

3.2.3.5  [***]

3.2.4    Diligence. Each Party will complete its responsibilities hereunder in
         respect of the Milestones set forth in Exhibit A and bring about
         completion of such Milestones on a timely basis. Each Party will
         promptly inform the other Party if it reasonably believes that there
         will be a delay in meeting any Milestone, and keep the other Party
         apprised of its progress in completing its responsibilities in respect
         of such Milestone.

3.3      Development of the Daughter Products and Consulting. Biosense agrees to
         coordinate with and provide information to Stereotaxis to an extent
         reasonably required to allow Stereotaxis to develop the Daughter
         Products in accordance with the Daughter Products Specifications, the
         Milestones described in Exhibit A and otherwise as determined by the
         Joint Steering Committee pursuant to Section 3.1.4 and will use
         diligent efforts in this regard to complete its responsibilities and
         bring about completion of such Milestones on a timely basis. Each Party
         will promptly inform the other Party if it reasonably believes that
         there will be a delay in meeting any Milestone, and keep the other
         Party apprised of its progress in completing its responsibilities in
         respect of such Milestone. At Stereotaxis' election, Biosense will
         provide Stereotaxis with consulting on development and manufacturing of
         non-localized disposable devices on a reasonable consulting fee basis
         (to be mutually agreed upon).

3.4      Additional Daughter Products. Biosense agrees to coordinate with and
         provide information to Stereotaxis to an extent reasonably required to
         allow Stereotaxis to develop such additional Daughter Products
         ("Additional Daughter Products", which will be deemed to include any
         Localized devices developed or to be developed by Stereotaxis and
         having no corresponding Parent Products (but only products developed
         based on Stereotaxis IP and not including any products developed in
         concert with or based on the intellectual property of third parties))
         as are reasonably nominated in writing by either Party, and to complete
         such development and relevant regulatory filings for clinical or
         commercial use (as the case may be) within a maximum period of one (1)
         year from the date of such nomination. Biosense will have the right to
         decline to distribute any such Additional Daughter Product, provided
         that in such event, Stereotaxis will have the right to distribute such
         product directly, through contract sales or

[*** 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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