Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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           (iii) coordinate with and provide information to Stereotaxis to an
           extent reasonably required to allow Stereotaxis to develop the
           Partnered NL Catheters.

Without limitation to the foregoing, the average selling price(s) of Partnered
NL Catheter(s) will not be greater than the lesser of: (a) [***] of the average
selling price of corresponding Biosense Webster NL Catheter(s) during the past
[***] months (provided that such pricing is sufficiently profitable in order to
achieve compliance with relevant laws); and (b) in the event that Biosense
Webster is generally regarded in the electrophysiology industry as having exited
the relevant segment of the electrophysiology ablation business, [***] of the
average selling price of corresponding manually navigable non-localized
electrophysiology catheter(s) marketed by a Restricted Party (provided such
catheter(s) are generally regarded in the electrophysiology industry as having a
significant market share) that are available in the marketplace. The Parties
acknowledge that the average selling price of any such Restricted Party
competitive catheters may not be publicly available and agree that they will,
upon written request by either Party, mutually determine in good faith within
one month of such written request a reasonable estimate of such average selling
price.

3.1. During the Term (as defined below), Biosense Webster will provide Biosense
Webster NL Catheters (and at such time as Biosense Webster is manufacturing
Partnered NL Catheters, Partnered NL Catheters) to Stereotaxis, for purposes of
Stereotaxis' development of Partnered NL Catheters and for limited promotions
with NIOBE System customers provide that such promotions will be reasonably
coordinated with Biosense Webster in terms of development, clinical and
promotional activities, the greater of (i) up to 500 units per calendar year; or
(ii) up to 10 units per installed NIOBE System per calendar year (where an
installed NIOBE System comprises any NIOBE System that is commercially
operational during such calendar year); at a transfer price of [***].

3.2. Stereotaxis acknowledges and agrees that it will use all reasonable
commercial efforts to develop the Partnered NL Catheters together with Biosense
Webster and to devote appropriate resources to such development and clinical
activities (which may include, for example, an appropriate subset of such
resources as specified in the current Stereotaxis operating budget for
electrophysiology device development). Stereotaxis will utilize Biosense Webster
as an exclusive subcontractor for Stereotaxis' responsibilities in respect of
development of Partnered NL Catheters on commercially reasonable terms to be
mutually agreed and subject to reasonable budgetary constraints.

4. Revenue Share to Stereotaxis For Partnered NL Catheters: Stereotaxis Revenue
Share will be as follows:

4.1. Where a Partnered NL Catheter comprises a magnetically navigable version
of a Parent Product that is based on highly differentiated technology compared
with competitive products in the marketplace ("High Technology Partnered NL
Catheter") then Stereotaxis' Revenue Share in respect of such High Technology
Partnered NL Catheter shall be the same as is set forth in the Master
Collaboration Agreement for Daughter Products. Without limitation to the
foregoing, examples of High Technology Partnered NL Catheters include
magnetically navigable catheters utilizing Biosense Webster' irrigated catheter
technology;

[*** 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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