Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         v.       The Utilization Management Committee will on a quarterly basis
                  (commencing immediately after signing of this Amendment)
                  confer in good faith in order to recommend to Biosense Webster
                  and Stereotaxis goals to be mutually agreed upon for selling
                  Partnered NL Catheters and, where applicable, Stereotaxis
                  Catheters that are mutually agreed in writing by the Parties.

10. Fulfillment of Orders: Biosense Webster will fulfill orders for Partnered NL
Catheters and Stereotaxis Catheters without substitutions and with the same
degree of promptness and customer responsiveness as for Parent Products,
Biosense NL Catheters and other comparable Biosense Webster products. Without
limitation, Biosense will fulfill orders whether such orders are placed directly
with Biosense Webster by a customer or where placed with Biosense Webster
through Stereotaxis on a customer's behalf

10.1. Biosense Webster will utilize such inventory control and management
policies in respect of Partnered NL Catheters as are used in the rest of its
interventional devices business and will accordingly maintain levels of
inventory and parts for Partnered NL Catheters relative to anticipated demand
that are no lower than for such other interventional devices.

10.2. Without limitation to the above provisions of this Section 10, at the
written request of Stereotaxis Biosense Webster agrees to maintain an inventory
cage at its site of stock purchased by Stereotaxis from Biosense to be used as
an emergency inventory supply in case of unforeseen delays in supply and further
to allow Stereotaxis to maintain a similar emergency inventory supply that is
purchased by Stereotaxis at Stereotaxis' own facilities.

10.3. In the event Biosense Webster has not fulfilled any customer order for
Partnered NL Catheters within the period specified in such order (or where no
period is specified, within 7 days) and has not cured such failure within
ninety-six (96) hours ("Cure Period") of written notice from the customer (or
Stereotaxis on a customer's behalf), then Stereotaxis may fulfill such order
from inventory maintained at Stereotaxis' own facility, and Biosense will
reimburse Stereotaxis for its reasonable expenses relating to this transaction.

10.4. Inventory maintained by Stereotaxis in accordance with Sections 10.2
and 10.3 above will be purchased by Stereotaxis at the average selling
prices for such items in the quarter in which such inventory is acquired by
Stereotaxis, which average selling prices will be estimated in good faith by the
Parties for purposes of invoicing and subject to prompt adjustment based on
actual selling price data for the relevant quarter. The Revenue Share to
Stereotaxis for sale of such inventory to customers will be calculated in the
same manner as if such devices had been sold by Biosense Webster in accordance
with this Amendment.

11. Certain Supply of Catheters To Stereotaxis:

11.1 Upon a Change of Control of Stereotaxis, Biosense Webster will cease to
conduct Marketing or Promotions for, or Distribute, Partnered NL Catheters and
Stereotaxis Catheters and will for a period of three years (or until the First
Competitive Sale Date, as defined below, or a period of three years after
termination of this Amendment, whichever is the earlier) after such Change of
Control



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