Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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5.8      Conflicting Terms. In ordering and delivering the Components, Biosense
         and Stereotaxis may use their standard forms, but nothing in such forms
         will be construed to amend or modify the terms of this Agreement and in
         case of conflict herewith, the terms of this Agreement will control. No
         Biosense Purchase Order may modify or changes the terms set forth
         herein and any such terms changing or purporting to change the terms
         hereof are hereby rejected.

5.9      Annual Stereotaxis Reports and Audits.

5.9.1    Reports. Within forty-five (45) days after the close of each
         Stereotaxis fiscal year, Stereotaxis will provide a report to Biosense
         which sets forth the Cost of Goods for Components, including a
         breakdown of the components and assumptions used to calculate such Cost
         of Goods and a schedule of the number of Components sold to Biosense
         during the applicable period.

5.9.2    Audits. Stereotaxis will keep accurate records in sufficient detail to
         enable the Cost of Goods for the Components to be determined. Upon the
         request of Biosense, Stereotaxis will permit an independent certified
         public accountant selected by Biosense to have access, once in each
         Biosense fiscal year during regular business hours and upon reasonable
         notice to Stereotaxis, to such of the records of Stereotaxis as may be
         necessary to verify the accuracy of the reports made during the
         previous Biosense fiscal year. The fees and expense of such accountant
         will be paid by Biosense; provided that if the audit reveals that the
         Cost of Goods reported by Stereotaxis are more than one-hundred and
         five percent (105%) of the actual Cost of Goods, such fees and expenses
         will be paid by Stereotaxis. The records from which the reports are
         prepared will be retained by Stereotaxis in keeping with Stereotaxis's
         document retention policy, but in no event less than three (3) years
         after preparation thereof. In the event an adjustment is made to the
         Cost of Goods that results in an adjustment to the applicable Component
         Transfer Price, Biosense will promptly pay Stereotaxis any
         underpayments resulting from such adjustment.

6.       STEREOTAXIS MARKETING AND DISTRIBUTION

6.1      Right to Distribute. If Stereotaxis exercises its right to distribute
         the Daughter Products pursuant to this Agreement, Biosense will fulfill
         Stereotaxis' order for the Daughter Products in a timely manner as set
         forth in this Section 6, subject to a minimum order of at least 60
         catheters per type per month for each year, to be transferred to
         Stereotaxis at Biosense's cost plus [***].

6.2      Forecast. Ninety (90) days prior to the beginning of each calendar
         quarter, Stereotaxis will provide Biosense with a non-binding twelve
         (12) month rolling forecast of Stereotaxis' anticipated requirements
         for delivery of Daughter Products in each respective quarter ("Daughter
         Product Forecast").

6.3      Pricing. Stereotaxis will pay Biosense a transfer price for each
         Daughter Product equal to [***] of the Cost of Goods (provided that in
         calculating the transfer price for the Daughter Product as a whole, the
         cost for Components will be deemed equal to their actual


[*** 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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