Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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1.4  The term "ADVANCED IR LAB DEVELOPMENT WORK" means any and all development 
     work to be performed by the parties to develop the ADVANCED IR LAB, which 
     will include (without being limited to) enhanced three dimensional imaging 
     capabilities for applications that may include solutions for liver 
     embolization and uterus myoma treatment and may additionally include 
     applications for interventional neuroradiology including arteriovenous 
     malformations and aneurysm.

1.5  The term "NEXT GENERATION NIOBE SYSTEM" means Stereotaxis' next commercial 
     release of the NIOBE SYSTEM that has been integrated with a digital 
     fluoroscopy system and designed to contain: (i) more compact magnet 
     systems; and (ii) a primary set of rotational and other axes of motion for 
     the magnets; both of which are contained in enclosed pods that can be 
     affixed to secondary, external positioners. [***]

1.6  [***]

1.7  The term "DEVELOPMENT WORK" means either of ADVANCED CARDIOLOGY CATH LAB 
     DEVELOPMENT WORK, ADVANCED IR LAB DEVELOPMENT WORK [***].

1.8  The term "DEVELOPMENT RESULTS" means any and all results, whether 
     patentable or not, in written or oral form, achieved by performing 
     DEVELOPMENT WORK.

1.9  [***]

1.10 The term "LAB" represents an INTEGRATED CATH LAB, an ADVANCED CARDIOLOGY 
     CATH LAB, an ADVANCED IR LAB and/or a NEXT GENERATION INTEGRATED CATH LAB.

1.11 The term "PROPRIETARY SIEMENS REGISTERED IMAGING" has the meaning set 
     forth in the paragraph (i) of the preamble to this Agreement and 
     (notwithstanding anything contained elsewhere in this agreement): (i) will 
     not be taken to include registration of output of rotational angiography 
     conducted in a cath lab with a cath lab x-ray/fluoroscopy system; (ii) 
     will be taken to include registration of such additional imaging 
     modalities as is mutually agreed in writing by the parties; (iii) may 
     include such advanced registration or integration technology as far as 
     owned by Siemens alone or together with partners; and


[*** 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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