Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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has received all of the information necessary for submission of the protocol,
which sponsorship shall include the NIOBE System and its accessories (described
below under "Accessories for Japanese Market"). SAM will also, at Stereotaxis'
request, support the regulatory process to achieve Shonin regulatory clearance
in respect of disposable products for use with the NIOBE System. In all cases,
regulatory clearance shall be sought in a manner that permits transfer of the
Shonin (or where feasible, transfer of the application for the Shonin) to
Stereotaxis at Stereotaxis' election and at Stereotaxis' expense. Stereotaxis
may make such election by written notice to Siemens in respect of any
Stereotaxis product at any time.

3. DISTRIBUTION

         (a) Subject to Paragraphs 3(b) and (c) below, SAM is appointed sole
distributor for NIOBE System and related accessories (but not disposable
instruments) in Japan and will use all reasonable commercial efforts to maximize
the placements of such products in Japan. This Agreement shall not entitle
Siemens or SAM to any distribution rights in respect of any disposable
instruments used with the NIOBE System. It is the intention of the parties that
the term of this distribution arrangement will be five years, commencing January
1, 2004 and ending December 31, 2008, unless this Agreement is not renewed or is
otherwise terminated in accordance with the terms herein. However, during such
five-year period, the parties will confer at least annually to mutually agree
upon commercially reasonable distribution goals in Japan for the next year and
to quarterly review performance against goals for the calendar year, provided
that the parties agree that the initial distribution goals (including the
promotional site placements described in Section 8) will be as set forth on
SCHEDULE A. Where goals were achieved for the prior year and the parties reach
such mutual agreement as to goals for the next year, SAM's appointment as sole
distributor of the NIOBE System and related accessories in Japan will be renewed
for the next year. [***] Within 12 months prior to December 31, 2008, the
parties will confer and negotiate in good faith whether to further extend the
appointment of SAM as distributor of the NIOBE Systems and accessories in Japan.
[***] 


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