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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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$20.0 million, at a conversion price equal to the gross per share proceeds from such offering, prior to deduction of underwriting commissions and discounts.
Research Agreements

       We have entered into a variety of agreements under which we are required to make payments to various third parties in connection with research and development activities they are undertaking for us relating to the development of new products and improvements to our existing products. In some cases, the development payments are subject to the achievement of development milestones by the third parties.

Alliance Agreements

       Under our extended alliance agreement with Siemens, we are collaborating with Siemens to produce technology to provide physicians with real-time 3D visualization of a patient’s anatomy during a procedure by integrating pre-operative MRI and CT data with x-ray fluoroscopic data. We also agreed to integrate our instrument control technology with Siemens’ imaging technology in order to develop new solutions in cardiology and, potentially, in interventional radiology. Each of Stereotaxis and Siemens agreed to bear the cost of its own development work under the extended alliance agreement. Under our alliance agreements with J&J, we agreed to integrate J&J’s advanced Biosense 3D catheter location sensing technology with our instrument control system, and to jointly develop associated electrophysiology mapping and ablation catheters that are navigable with the Stereotaxis System. Under the agreements, J&J is primarily responsible for the development of a version of its CARTO System that is compatible with our Stereotaxis System, and we agreed to contribute to the costs of developing this system and make payments to J&J upon completion of certain development stages. In addition, we are responsible for the development of a version of our Stereotaxis System compatible with the modified CARTO System being developed by J&J. We have subcontracted some of our development work under the J&J agreement back to J&J. Under our alliance agreement with Philips, we agreed to integrate our Stereotaxis Systems with Philips’ digital x-ray fluoroscopy system. Philips agreed to pay our engineering and other costs of the integration and related research and development work, subject to certain limitations.

Contractual Obligations

       The following summarizes our long-term contractual obligations as of March 31, 2004:

Payments Due by Period
(in thousands)
Less than More than
1 year 1-3 years 3-5 years 5 years Total

Long-term debt(1)
  $ 2,210     $ 2,717     $     $     $ 4,927  
Operating leases
    581       209       69             859  
Research and alliance agreements
    5,302       1,174       113             6,589  
  $ 8,093     $ 4,100     $ 182     $     $ 12,375  

(1)  We have not included interest payable on our revolving credit agreement in these amounts because it is calculated at a variable rate.


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