Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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4.1.1. Where a Partnered NL Catheter comprises a magnetically navigable version
of a Parent Product that does not contain a differentiated technology compared
with competitive products in the marketplace, ("Standard Partnered NL Catheter")
then in recognition that the Stereotaxis IP comprised in such Standard Partnered
NL Catheter could provide a degree of differentiation for the Standard Partnered
NL Catheter in the marketplace and of Stereotaxis commitment of resources to
develop such Standard Partnered NL Catheter, Stereotaxis' Revenue Share in
respect of such Standard Partnered NL Catheter will be: (i) the same as provided
for in the Master Collaboration Agreement regarding Daughter Products (excepting
[***]; plus (ii) an additional [***].

4.1.2. In the event that no corresponding Biosense Webster NL Catheter referred
to above is distributed by Biosense Webster or in the event that Biosense
Webster is generally regarded in the electrophysiology industry as having exited
the relevant segment of the electrophysiology ablation business, then the
pricing premium (if any) for the relevant Partnered NL Catheter referred to in
Section 4.1.1 above will be calculated with reference to the average selling
price of corresponding manually navigable non-localized electrophysiology
catheters marketed by a Restricted Party (provided such catheters 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.

5. Biosense Webster as Manufacturer.

5.1 Biosense Webster will manufacture Partnered NL Catheters used for clinical
trials and research unless it notifies Stereotaxis otherwise in writing and in
such case Stereotaxis will manufacture such Partnered NL Catheters.

5.2 Stereotaxis Catheters used for clinical trials and research will be
manufactured by Stereotaxis unless otherwise agreed in writing by the Parties.

5.3 The Parties agree that Biosense will serve as exclusive manufacturer of
Partnered NL Catheters (and at Biosense written election, Stereotaxis Catheters)
for commercial sale and Section 4.1 of the Master Collaboration Agreement is
amended to include references to Partnered NL Catheters (and where applicable,
Stereotaxis Catheters) in addition to Daughter Products and without limitation,
to the extent required, the Parties agree to fully cooperate in the transfer of
manufacturing

[*** 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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