Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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            meaning of the United States Copyright Act. Except as set forth in
            this Section 12.3.1, the Parties intend that each Party hereto will
            have an equal and undivided joint ownership interest in the Joint IP
            related thereto. Each Party will have the right to use and exploit
            such Joint IP subject to the provisions of Sections 2.3, 2.4 and 4.5
            and subject to each Party's obligations of confidentiality under
            Section 13. Neither Party will have any duty of accounting to the
            other Party with respect to such joint ownership interest. Each
            Party hereby unconditionally and irrevocably assigns to the other
            Party the joint ownership interest set forth in this Section 12.3.1
            with respect to the portions of the Joint IP developed by such
            Party.

12.3.2      Licenses.

12.3.2.1    Stereotaxis hereby grants Biosense a non-exclusive, irrevocable,
            worldwide, non-transferable (except as set forth in Section 16.2),
            fully paid up, royalty-free, perpetual and sub-licensable right and
            license under all of its Intellectual Property Rights in and to its
            equal and undivided interest in the Joint Technology, to use,
            manufacture, have manufactured, sell, have sold and import products
            in the Biosense Field.

12.3.2.2    Biosense hereby grants Stereotaxis a non-exclusive, irrevocable,
            worldwide, non-transferable (except as set forth in Section 16.2),
            fully paid up, royalty-free, perpetual, and sub-licensable right and
            license under all of its Intellectual Property Rights in and to its
            equal and undivided interest in the Joint Technology, to use,
            manufacture, have manufactured, sell, have sold and import products
            in the Stereotaxis Field.

12.3.3      Applications and Registrations. To the extent that an application,
            registration, or other governmental procedure (collectively, a
            "Procedure") is required to obtain, perfect, or protect any
            Intellectual Property Right in the Joint Technology that the Parties
            may jointly own pursuant to Section 12.3.1 and either Party desires
            to pursue such Procedure, such Party will first consult with the
            other Party. If the other Party desires to participate in such
            Procedure, the Parties will then jointly and cooperatively pursue
            such Procedure, in which event they will bear all costs equally and
            jointly own any rights thereby obtained. If a Party declines to
            participate in such Procedure, the other Party will then have the
            right to pursue such Procedure alone, in which case such other Party
            will bear all costs of and, notwithstanding Section 12.3.1,
            exclusively own all rights resulting from, such Procedure.

12.3.4      Actions Against Third Party Infringers. Each Party will promptly
            notify the other Party if such former Party becomes aware of any
            possible infringement or misappropriation by a third Party of any of
            the Joint IP in which the Parties share a joint ownership interest
            under this Section 12. If either Party desires to take any action
            against such an infringing or misappropriating third Party, such
            Party will first notify the other Party hereto and consult with such
            other Party regarding such action. If the other Party desires to
            participate in such action, the Parties will then jointly and
            cooperatively pursue such action, in which event they will bear all
            costs equally and share in any damages or other recoveries equally.
            Either Party may at any time decide not to participate further in
            any such action, in which case any further costs will be borne by
            and all damages and other recoveries will be received by the Party
            that



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