Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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            continues to pursue such action. If a Party declines to participate
            in any such action, the other Party will then have the right to
            pursue such action alone, and will bear all costs of and receive all
            damages and other recoveries from such action. Notwithstanding the
            foregoing, if a Party declines to participate in such an action or
            withdraws from such an action, such Party will nevertheless, at the
            request of the other Party, cooperate with the other Party, at the
            cost of the other Party and subject to any reasonable conditions
            (including indemnification against counterclaims by the third
            party), to the extent necessary to enable the other Party to pursue
            such action effectively.

12.3.5      Cooperation. Each Party will execute all documents and take such
            further actions as may be reasonably required to evidence, perfect,
            or enforce any assignment of rights set forth in this Section 12.

12.4        Developed Intellectual Property.

12.4.1      Subject to the provisions in this Agreement, Biosense hereby grants
            to Stereotaxis a fully paid, irrevocable, nonexclusive license under
            any Biosense Improvement Patents, to make, use, sell, offer to sell
            and import any product (or component for a product) that is
            substantially similar to the Stereotaxis NIOBE System.

12.4.2      "Biosense Improvement Patents" will mean any Patent rights of any
            kind that cover an invention made by Biosense Personnel that would
            infringe any Stereotaxis Intellectual Property Rights or an
            improvement based on any Stereotaxis IP during the term of this
            Agreement.

12.4.3      The license granted to Stereotaxis hereunder will include the right
            to grant and authorize sublicenses, but only in connection with the
            grant by Stereotaxis of a right to make, use and/or sell any product
            (or component for a product) that is substantially similar to the
            Stereotaxis NIOBE System. It is understood that the foregoing
            restriction on sublicensing will not impair Stereotaxis' rights
            under the license grant to have products or components thereof
            manufactured for Stereotaxis.

12.4.4      Subject to the provisions in this Agreement, Stereotaxis hereby
            grants to Biosense a fully paid, irrevocable, nonexclusive license
            under any Stereotaxis Improvement Patents, to make, use, sell, offer
            to sell and import any product (or component for a product) that is
            substantially similar to the CARTO System.

12.4.5      "Stereotaxis Improvement Patents" will mean any patent rights of any
            kind that cover an invention made by Stereotaxis Personnel that
            would infringe any Biosense Intellectual Property Rights or an
            improvement based on any Biosense IP or Intellectual Property Rights
            during the term of this Agreement.

12.4.6      The license granted to Biosense hereunder will include the right to
            grant and authorize sublicenses, but only in connection with the
            grant by Biosense of a right to make, use and/or sell any product
            (or component for a product) that is substantially similar to the
            CARTO



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