Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         (vi) "Partnered NL Catheters" shall have the meaning set forth in the
Recitals above. Upon consultation with Biosense Webster, Stereotaxis shall have
the ability to amend the identification of Partnered NL Catheters at any time
within three (3) months of the signing of this Amendment, such that the
catheters so identified are of similar scope and function as those currently
identified in the Appendix attached hereto.

         (vii) "Partnered NL Catheter Launch Date" shall have the meaning set
forth in Section 5.3 below. 

         (viii) "Standard Partnered NL Catheter" shall have the meaning set
forth in Section 2.1 below.

         (ix) "Stereotaxis Catheters" shall mean any interventional
non-Localized electrophysiology mapping or ablation devices that have been
commercialized by Stereotaxis at the Partnered NL Catheter Launch Date (and,
upon regulatory clearance for commercial use, any such devices for which
Stereotaxis has applied for such regulatory clearance prior to such date.)

         (x) "Utilization Management Committee" has the meaning set forth in
Section 7 below.

LICENSE GRANTS

2. Intellectual Property Rights: Section 2.1.1 of the Master Agreement is
amended to include references to Partnered NL Catheters and Stereotaxis
Catheters in addition to Daughter Products. Sections 2.1.3, 2.2.1 and 2.2.3 are
amended to include references to Partnered NL Catheters in addition to Daughter
Products.

3. Development and Distribution Collaboration Regarding Certain Non-Localized
Devices: Sections 3.1.2.3, 3.1.2.4 and 3.1.2.7, 3.3 and 3.4. Sections 4.1
(subject to Section 3 of this Amendment), 4.2.1, 4.3, 4.4.1, 4.4.3, 4.5, Section
6, Section 7, Section 8, Section 9 (subject to Section 6 of this Amendment),
Section 10 and Section 11 of the Master Collaboration Agreement are amended to
include references to Partnered NL. Catheters in addition to references to
Daughter Products and to include references to Additional Partnered NL Catheters
in addition to Additional Daughter Products (in all events as appropriate to
give meaning to this Amendment); and in any event the Parties agree to cooperate
in the same manner (where applicable) as set forth in the Master Collaboration
Agreement in respect of Daughter Products (developed from Parent Products) to
develop and commercialize Partnered NL Catheters (developed from Biosense
Webster NL Catheters) and for purposes of giving effect to the foregoing such
applicable terms of the Master Collaboration Agreement. Biosense Webster
acknowledges and agrees that, in accordance with this Amendment and Sections 3
and 4 of the Master Collaboration Agreement it will inter alia:

         (i) serve as sole manufacturer of the Partnered NL Catheters for
         commercial use;

         (ii) distribute and conduct marketing and promotions in respect of
         Partnered NL Catheters, and will use all reasonable commercial efforts
         in this regard to maximize the sales volume of the Partnered NL
         Catheters; and






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