Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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            Biosense will replace all such products without charge to
            Stereotaxis or the customer and will bear all costs associated with
            such replacement.

10.5        Recalls.

10.5.1      In the event that any recall of Daughter Products supplied
            by Biosense hereunder is

10.5.1.1    required by the US FDA; or

10.5.1.2    mutually agreed upon, in writing, by Biosense and Stereotaxis, which
            agreement will not be unreasonably withheld by either Party,

10.5.1.3    the Parties will confer for the purpose of determining how to
            conduct the recall in an efficient and economic manner prior to
            commencement of such recall.

10.5.2      The costs of any such recall will be allocated as follows:

10.5.2.1    to the extent that such recall is due to Biosense's failure to meet
            the Quality Guidelines set forth in Section 8.1.5 in manufacturing
            Daughter Products, the manufacture or sale of such products by
            Biosense, or the design of the Parent Product despite modification
            thereof to create the Daughter Product, Biosense will be responsible
            for all of the reasonably incurred costs of effecting such recall
            and will use commercially reasonable efforts to replace the
            defective Daughter Products within the shortest possible time, but
            no later than sixty (60) days following such recall;

10.5.2.2    to the extent that such recall is due to Stereotaxis' mislabeling,
            mishandling, modification or promotion of any Daughter Product sold
            hereunder (except if caused by incorrect information provided by
            Biosense), or the design of the Daughter Products, Stereotaxis will
            be responsible for the costs of such recall; or

10.5.2.3    if neither 10.5.2.1 nor 10.5.2.2 above is applicable:

10.5.2.3.1  in the event of a mutually agreed upon recall, the Parties will
            share equally in the costs of such recall (including, without
            limitation, the cost of replacement Daughter Products and Biosense's
            normal and customary catheter replacement and communications
            costs); or

10.5.2.3.2  in the event that either Party does not agree that a recall should
            be conducted, the other Party may trigger the recall at its own
            expense.

10.5.2.4    The Parties will cooperate and mutually agree upon the manner in
            which the recall is conducted; provided that in all cases, Biosense
            will have the first right to conduct the recall.

10.6        Correction of Flaws. Biosense will on a regular basis provide to
            Stereotaxis a summary of its customer error reports highlighting the
            most regularly occurring concerns reported by customers regarding
            Daughter Products



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