Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         (12) month rolling forecast to Biosense in the same manner. Biosense
         will consult with the Joint Steering Committee in respect of
         preparation of such forecasts.

4.4      Identification of Stereotaxis and Biosense.

4.4.1    The packaging and package insert for the Daughter Products will
         incorporate Stereotaxis's name and logo (which will be in a form as
         provided by Stereotaxis to Biosense from time to time). The size,
         prominence, location and other aspects of the incorporation of the
         Stereotaxis name and logo into such packaging and package insert will
         be at least of the size and prominence as is reasonable and customary
         for arrangements of this type and in any event will be co-located with
         the relevant Biosense' name and logo and not less than seventy-five
         percent (75%) of the size of such Biosense' name and logo.

4.4.2    Each Party agrees to incorporate the name and logo of the other Party,
         where reasonably practicable, into the visual and written output of its
         Compatible NIOBE System and Compatible CARTO System (at the case may
         be) in respect of electrophysiological procedures for which such
         systems are utilized together as an Compatible NIOBE System CARTO
         System. The size, prominence, location and other aspects of the
         incorporation of such other Party's name and logo into such output will
         be at least of the size and prominence as is reasonable and customary
         for arrangements of this type and in any event will be co-located with
         the relevant first Party's name and logo and not less than seventy-five
         percent (75%) of the size of such first Party's name and logo.

4.4.3    Each Party will submit all materials of any kind containing the other
         Party's Trademarks to the other Party before release to the public for
         inspection, and such other Party will have the right to approve such
         material prior to its distribution, and in absence of prompt approval
         will be deemed to have provided approval. Each Party agrees that their
         respective products and/or services that are associated with the other
         Party's Trademarks shall meet the same general level of quality as is
         provided by the other Party in connection with its own Trademarks.
         Except as set forth in this Section, nothing in this Agreement shall
         grant or shall be deemed to grant to one Party any right, title or
         interest in or to the other Party's Trademarks. All use by each Party
         of the other Party's Trademarks (including any goodwill associated
         therewith) shall inure to the benefit of the Party that owns such
         Trademarks.

4.5      Product Labeling. Biosense will be responsible for developing all
         product packaging and labeling, including without limitation,
         Instructions for Use which will comply with all applicable laws for all
         Daughter Products. Biosense will include Stereotaxis patent and patent
         pending labeling on the Daughter Products or Compatible CARTO System as
         applicable. Stereotaxis will include Biosense patent and patent pending
         labeling on the Compatible NIOBE System as applicable.


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