Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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8.2      Under its INFORMATION and DEVELOPMENT RESULTS each party hereby grants
         to the other party the non-exclusive, non-transferable, royalty free
         right to use same during the term of this Agreement for the purpose of
         carrying out the DEVELOPMENT WORK and thereafter to the extent
         necessary for the exploitation of the DEVELOPMENT RESULTS of the other
         party or of the joint DEVELOPMENT RESULTS.

8.3      Notwithstanding ownership under DEVELOPMENT RESULTS and the rights 
         granted hereunder, the exclusivity granted under Section 3.2 shall 
         prevail.
8.4      The stipulations of this Section 8. shall survive any termination of 
         this Agreement.

9.       JAPANESE MARKET DEVELOPMENT

         Pursuant to an Agreement between the parties of even or approximate
         date herewith, the parties intend to collaborate in respect of Japanese
         market development for LABs. Details will be agreed upon in a separate
         agreement between Stereotaxis and the Siemens affiliated company in
         Japan.

10.      SIEMENS INVESTMENT IN STEREOTAXIS

         This Agreement will be of no force or effect unless and until Siemens'
         investment of $10 million in Stereotaxis Series E Preferred Stock is 
         closed.

11.      TERM AND TERMINATION

11.1     This Agreement shall become effective on the date it is signed by both
         parties (Effective Date) and is terminated or expires in accordance
         with the terms hereof, in any event no later than 36 months after
         becoming effective. No later than 12 months before the end of this 36
         month period, both parties will commence in good faith negotiations on
         extending the collaboration.

11.2     This Agreement may be terminated at any time by the one party by 
         giving of not less than four weeks' prior written notice to the other 
         party.

         -  if the other party hereto is declared bankrupt or otherwise cannot
            fulfill its financial obligations; or

         -  if the other party hereto substantially defaults in the performance
            of this Agreement and does not remedy the default within 4 weeks 
            after receipt of a relevant written request of the one party; or

         -  if the other party comes under direct or indirect control or 
            direction of any other entity competing with the one party.

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