Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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manufacture and supply Stereotaxis with Partnered NL Catheters by fulfilling
orders from Stereotaxis in the same manner as set out in Section 6(i) above and
those provisions of this Amendment required for purpose of giving effect to the
foregoing will continue in force and effect and other provisions of this
Amendment) will no longer be of force or effect except in respect of any
antecedent breach. The transfer price and revenue share to Biosense Webster will
be the same as set forth in the Master Collaboration Agreement relating to any
distribution of Daughter Products by Stereotaxis, provided that in order to
provide incentive to Stereotaxis to expedite occurrence of the First Competitive
Sale Date, a premium of [***] of cost of goods sold to be included in the
calculation of such transfer price will be added in respect of each of the last
three 6-month periods of such three year period. The "First Competitive Sale
Date" means the date following a Change of Control of Stereotaxis upon which
Stereotaxis or its affiliates first sell magnetically navigable
electrophysiology mapping or ablation catheters other than those acquired from
Biosense Webster in accordance with this Section 11.

11.2. Upon expiration of the Term or other termination of this Amendment (other
than via a Change of Control pursuant to Section 11.1 above) and in order to
ensure continuity of supply for customers, Biosense Webster agrees that it will
supply to customers (or in lieu thereof will supply to Stereotaxis for supply to
customers) Partnered NL Catheters on the same terms as set forth in this
Amendment (other than those relating to Amendment Exclusivity and new product
development and subject to relevant minimum order volumes set forth in the
Master Collaboration Agreement) for a 3 year period.

11.3. Certain Supply of Catheters to Customers: Following termination or
expiration of the Master Collaboration Agreement, Biosense Webster will supply
to customers (or in lieu thereof will supply to Stereotaxis for supply to
customers that acquired a Compatible NIOBE System or issued a purchase order for
a Compatible NIOBE System prior to such expiration or termination) Daughter
Products in the same manner as set out in such agreement (including minimum
order volumes) for a period of 3 years.

12. Additional Partnered NL Catheters: For purposes of this Amendment,
Additional Partnered NL Catheters in respect of non-Localized electrophysiology
catheters will have a corresponding meaning to Additional Daughter Products in
respect of Localized electrophysiology catheters. In the same manner as the
Parties may nominate Additional Daughter Products pursuant to the Master
Collaboration Agreement, Stereotaxis has the right to nominate Additional
Partnered NL Catheters (without limitation, based either on Stereotaxis IP or
intellectual property licensed in by Stereotaxis from third parties other than
Restricted Parties), which will then be developed and commercialized in the same
manner as described for Additional Daughter Products under the Master
Collaboration Agreement. In the event Biosense Webster elects not to distribute
any such Additional Partnered NL Catheter in accordance with the foregoing, it
may also decline to manufacture such device, in which case Stereotaxis may
manufacture or procure manufacture of such device (other than through a
Restricted Party).

13. Master Collaboration Agreement: In the event of early termination for any
reason (other than Change of Control) of the Master Collaboration Agreement,
Stereotaxis may elect to terminate this Amendment at any time within 12 months
after any such early termination of the Master Collaboration Agreement.


[*** 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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