Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         DEVELOPMENT WORK. Disclosure of INFORMATION and DEVELOPMENT RESULTS
         will be effected without charges to the receiving party.

2.9      The DEVELOPMENT WORK will be carried out in close cooperation between
         the parties and in a joint effort to keep cost and expenditures to a
         minimum.

2.9.1    Each party undertakes to carry out the DEVELOPMENT WORK as stipulated
         in this Agreement.

3.       CERTAIN ITEMS REGARDING LAB PLACEMENTS AND SALES

3.1      The parties' goal is to achieve installation of [***] and the parties
         will coordinate and use all reasonable commercial efforts to achieve
         these goals. Siemens and Stereotaxis will each provide their components
         of LABs to customers on commercially reasonable terms and on a
         competitive basis and in timely fashion and together with the provision
         of service for LABs as provided for herein. For purposes of this
         Section 3.1, components will be offered on a competitive basis where
         provided on terms that are: (i) where applicable, reasonably comparable
         to the basis upon which such components or their equivalent are
         provided to customers for placements that are not integrated in LABs;
         or (ii) for components of a type that are unique to LABs, based on
         margins that are reasonably comparable margins generally achieved on
         other components of LABs.

3.2      Stereotaxis will not make available to third parties via integration of
         the NIOBE SYSTEM or otherwise any proprietary Siemens PROPRIETARY
         SIEMENS REGISTERED IMAGING. Section 6.4 shall apply accordingly.

3.3      [***]

3.4      As appropriate, customer sales approach in respect of LABs can be
         jointly or separately by each party. Each party shall inform the other
         promptly of any potential customer and each party agrees to fully
         cooperate with the other in respect of reasonable requests for 


[*** 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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