Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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know-how in respect of Stereotaxis Catheters from Stereotaxis to Biosense in
advance of commercialization thereof.

5.4 Manufacturing subcontractors that Stereotaxis may utilize to give effect to
this Amendment shall be those that are reasonably acceptable to Biosense
Webster.

6. Certain Amendment Exclusivity: The Parties agree, subject to the terms of
this Amendment, that: 

6.1. Certain Amendment Exclusivity During The Term: During the Amendment
Exclusivity Period (as defined below), Stereotaxis will not engage in any
development or commercialization activities with respect to interventional
non-Localized electrophysiology mapping or ablation devices in concert or
cooperation or otherwise with any Restricted Party or other material competitor
to Biosense Webster regarding devices of such type;

6.2. Amendment Exclusivity Period. The Partnered NL Catheter Amendment
Exclusivity Period is six (6) years from the date of this Amendment, provided
that in respect of any Additional Partnered NL Catheter, the Amendment
Exclusivity Period for that catheter will comprise 5 years from the date of
first commercial sale of such Additional Partnered NL Catheter in accordance
with the provisions of this Amendment and provided that such catheters are
commercialized expeditiously in a reasonable commercial manner and in good faith
by the Parties.

6.3. Certain Exclusive Distribution: Except as expressly set forth herein:

6.3.1. Subject to Section 6.3.3 below, until the date of the first commercial
sale of a Partnered NL Catheter in the U.S. ("Partnered NL Catheter Launch
Date"), Stereotaxis will continue its commercialization of interventional
non-Localized electrophysiology mapping and ablation devices;

6.3.2. Subject to Section 6.3.3 below, during the period commencing on the date
of the Partnered NL Catheter Launch Date and ending at the expiration of the
Term, Stereotaxis will not engage in any commercialization activities in respect
of interventional non-Localized electrophysiology mapping or ablation devices;

6.3.3. At its election (by written notice to Stereotaxis) Biosense Webster may
conduct exclusive Marketing and Promotions and Distribution (subject to
Stereotaxis rights under Section 4.2.1.2 of the Master Collaboration Agreement)
of some or all Stereotaxis Catheters (and associated non-exclusive Marketing and
Promotions and Distribution of the Stereotaxis CardioDrive(TM) disposable device
in the manner set out below) in some or all markets prior to the Partnered NL
Catheter Launch Date, provided that Stereotaxis may continue its clinical
development activities in close coordination with Biosense Webster in respect of
the Stereotaxis Catheters during this period (which will include investigational
use of a catheter for an application regardless of whether the catheter has been
cleared for commercial use for any other application in the relevant market)

6.3.4. Upon the Partnered NL Catheter Launch Date, Biosense Webster will
conduct exclusive commercial Marketing and Promotions and Distribution of the
Stereotaxis Catheters (subject to Stereotaxis rights under Section 4.2.1.2 of
the Master Collaboration Agreement).






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