Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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PREAMBLE

Pursuant the COLLABORATION AGREEMENT of June 8, 2001 ("COLLABORATION 
AGREEMENT"), Siemens and Stereotaxis have integrated the NIOBE SYSTEM and the 
ARTIS dFC FLUOROSCOPY SYSTEM to provide an integrated interventional suite 
("INTEGRATED CATH LAB") in the field of cardiology, providing unique clinical 
capabilities by integration of digital instrument control and X-ray imaging via 
the COMMON USER INTERFACE (defined below). Under the COLLABORATION AGREEMENT, 
Siemens and Stereotaxis have also coordinated their marketing, promotions and 
sales activities in respect of the INTEGRATED CATH LAB to facilitate placements 
at leading interventional
 institutions.

Siemens and Stereotaxis' mutual goal is to extend their collaboration:

         (i)      To co-develop and commercialize an advanced cardiology cath
                  lab ("ADVANCED CARDIOLOGY CATH LAB") providing unique three
                  dimensional navigation solutions to clinicians in endocardial
                  electrophysiology (and where mutually agreed by the parties in
                  writing, pediatric cardiology and interventional cardiology)
                  by adding to the INTEGRATED CATH LAB (and where applicable,
                  the NEXT GENERATION INTEGRATED CATH LAB defined below) the
                  capability of navigating by utilization of proprietary
                  Siemens' endocardial ultrasound integration technology or by
                  utilization of proprietary Siemens' advanced registration of
                  PRE-operative CT or MRI Imaging, that is registered to the
                  ARTIS dFC FLUOROSCOPY SYSTEM (collectively, "PROPRIETARY
                  SIEMENS REGISTERED IMAGING", as defined in more detail below);

         (ii)     To address the co-development and commercialization of an
                  advanced interventional radiology cath lab ("ADVANCED IR LAB")
                  providing such unique clinical solutions to clinicians in
                  interventional radiology by way of adding specialized features
                  to the INTEGRATED CATH LAB (and where applicable, the NEXT
                  GENERATION INTEGRATED CATH LAB defined below), whether by way
                  of utilization of PROPRIETARY SIEMENS REGISTERED IMAGING or
                  otherwise, as are mutually agreed in writing by the parties in
                  accordance with the terms of this Agreement;

         (iii)    [***]

         (iv)     To increase coordination of marketing, promotions and sales
                  LABs by establishing co-sponsored Exhibition Sites and Centers
                  of Excellence at selected leading electrophysiology and
                  interventional cardiology sites, by increasing





[*** 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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