Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         calculate such average Cost of Goods and a schedule of the number of
         Daughter Products sold to Stereotaxis during the applicable period.

6.8.2    Audits. Biosense will keep accurate records in sufficient detail to
         enable the average Cost of Goods for the Daughter Products to be
         determined. Upon the request of Stereotaxis, Biosense will permit an
         independent certified public accountant selected by Stereotaxis to have
         access, once in each Biosense fiscal year during regular business hours
         and upon reasonable notice to Biosense, to such of the records of
         Biosense as may be necessary to verify the accuracy of the reports made
         during the previous Stereotaxis fiscal year. The fees and expense of
         such accountant will be paid by Stereotaxis; 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 Biosense. This audit right may not be
         exercised more than once in any one Stereotaxis fiscal year. Biosense
         will retain the records from which the reports are prepared for a
         length of time in keeping with its document retention policy, but in no
         event less than three (3) years after preparation thereof. In the event
         an adjustment is made to the average Cost of Goods for the Daughter
         Products that results in an adjustment to the applicable Daughter
         Product Transfer Price, Biosense will promptly pay Stereotaxis any
         underpayments resulting from such adjustment.

7        REVENUE SHARE

7.1      Daughter Product Sales. In respect of each quarter in each calendar
         year of the Term, Biosense will pay Stereotaxis a revenue share upon
         the sales of Daughter Products according to the following ("Revenue
         Share"):

7.1.1    [***]

7.1.2    [***]

7.2      Compatible NIOBE System.

7.2.1    [***]


[*** 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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