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                                                                   EXHIBIT 10.10


Extended COLLABORATION AGREEMENT



by and between

STEREOTAXIS, INC. A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF 
DELAWARE AND HAVING ITS HEADQUARTERS AT ST. LOUIS, USA

(hereinafter referred as "Stereotaxis")

and

SIEMENS AKTIENGESELLSCHAFT, MEDICAL SOLUTIONS, A CORPORATION DULY ORGANIZED AND 
EXISTING UNDER THE LAWS OF GERMANY AND HAVING OFFICES AT FORCHHEIM, GERMANY

(hereinafter referred to as "Siemens")

on

the integration of the Stereotaxis magnetic guiding component (NIOBE) with 
Siemens Imaging Technology

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                                       2


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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                                       3

                  coordination of sales force incentives, sales force and
                  customer training and conference presentations and
                  publications;

         (v)      To provide for global first level service by Siemens of LABs;
                  and

         (vi)     to provide for collaboration of the parties in respect of new
                  technologies applicable to LABs by mutual agreement from time
                  to time:

         in the manner set out below.

1. DEFINITIONS

1.1      The terms "NIOBE SYSTEM", ARTIS dFC FLUOROSCOPY SYSTEM", and "COMMON
         USER INTERFACE" mean:

1.1.1    The "NIOBE SYSTEM" means Stereotaxis' digital instrument control system
         and subsequent generations of that system whether sold under NIOBE or
         other trademarks, which allows navigation and control of guidewires,
         catheters and other instruments in the body by external magnetic
         forces. Unless the context requires otherwise, this will be taken to
         include major accessories designed to be used with such system.

1.1.2    The "ARTIS dFC FLUOROSCOPY SYSTEM" means Siemens' ARTIS dFC digital
         cardiology X-ray imaging system and subsequent generations of Siemens
         digital cardiology X-ray system whether sold under ARTIS or other
         trademarks. Unless the context requires otherwise, this will be taken
         to include major accessories designed to be used with such system.

1.1.3    The "COMMON USER INTERFACE" means the common interface developed by the
         parties pursuant to the COLLABORATION AGREEMENT for the integration of
         the NIOBE SYSTEM and the ARTIS dFC FLUOROSCOPY SYSTEM to comprise the
         INTEGRATED CATH LAB.

1.2      The term "INFORMATION" means written and/or oral technical information
         with regard to the components mentioned in Section 1.1 herein above,
         such information being available to one party at any time during the
         term of this Agreement and not resulting from performing DEVELOPMENT
         WORK.

1.3      The term "ADVANCED CARDIOLOGY CATH LAB DEVELOPMENT WORK" means any and
         all development work to be performed by the parties to develop the
         ADVANCED CARDIOLOGY CATH LAB by adding to the INTEGRATED CATH LAB the
         capability of navigating using PROPRIETARY SIEMENS REGISTERED IMAGING,
         in accordance with Section 2 below.

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                                       4


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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                                       5

                  (iv)  will not be taken to include imaging solutions that have
                        become common practice or commonly available in the cath
                        lab industry.

         1.122.   Carrying out of the DEVELOPMENT WORK

         2.1      Details of the DEVELOPMENT WORK are set forth in Annex 1 
                  hereto, which may be amended from time to time in writing by 
                  the parties.

         2.2      [***]

         2.3      [***]

         2.4      The ADVANCED CARDIOLOGY CATH LAB DEVELOPMENT WORK will be 
                  undertaken by the parties in an expeditious fashion and the 
                  parties will use all reasonable commercial efforts to achieve 
                  completion of such work so as to enable the commercial 
                  introduction of the ADVANCED CARDIOLOGY CATH LAB during 2004. 
                  The ADVANCED CARDIOLOGY CATH LAB DEVELOPMENT WORK shall be 
                  regarded as being completed successfully if ADVANCED 
                  CARDIOLOGY CATH LAB fulfills the specifications as agreed 
                  upon in accordance with Section 1.1 and when final system 
                  testing and readiness for shipment of the system to the 
                  customer is achieved.

         2.4.1    Stereotaxis agrees that from the date hereof until the 
                  expiration of the period of 12 months following the placement 
                  of the first ADVANCED CARDIOLOGY CATH LAB at a customer site 
                  or until year end 2005, whichever is the earlier, it will not 
                  place my NIOBE SYSTEMs or NEXT GENERATION NIOBE SYSTEMs that 
                  are integrated with a third party x-ray imaging system in a 
                  manner that incorporates registration to such x-ray imaging 
                  system of three dimensional pre-operative imaging so as to 
                  provide advanced electrophysiology solutions that are 
                  substantially comparable to advanced electrophysiology 
                  solutions provided by the ADVANCED CARDIOLOGY CATH LAB by 




[*** 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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                                       6


         reason of integration of PROPRIETARY SIEMENS REGISTERED IMAGING
         pursuant to this Agreement.

2.5      [***]

2.5.1    [***]

2.6      Subject to Section 2.3, the ADVANCED IR LAB DEVELOPMENT WORK will be
         undertaken by the parties in an expeditious fashion and the parties
         will use all reasonable commercial efforts to achieve completion of
         such work so as to enable the commercial introduction of the ADVANCED
         IR LAB during 2004. The ADVANCED IR LAB DEVELOPMENT WORK shall be
         regarded as being completed successfully if the ADVANCED IR LAB
         fulfills the specifications as agreed upon in accordance with Section
         1.1 and when final system testing and readiness for shipment of the
         system to the customer is achieved.

2.7      Stereotaxis agrees that during the period commencing on the date hereof
         and ending 12 months following the placement of the first ADVANCED IR
         LAB at a customer site or until year end 2005, whichever is the
         earlier, it will not place any NIOBE SYSTEMs or NEXT GENERATION NIOBE
         SYSTEMs that are integrated with a third party x-ray imaging system
         and provide proprietary solutions that are substantially comparable to
         the proprietary advanced interventional radiology solutions provided
         by the ADVANCED IR CATH LAB. Each party shall bear the costs incurred
         by such party for its efforts under or in connection with the
         DEVELOPMENT WORK.

2.8      Each party, insofar as it lawfully may, shall make available to the
         other within a reasonable period of time following the Effective Date
         of this Agreement, and from time to time during the carrying out of
         the DEVELOPMENT WORK its INFORMATION and DEVELOPMENT RESULTS insofar
         as it considers such INFORMATION and DEVELOPMENT RESULTS necessary for
         the other party for carrying out the


[*** 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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                                       7

         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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                                      8

coordination of customer sales efforts, provided that the parties continue to 
maintain distinct and separate business and sales operations and identities and 
that the distinct separation between the customer's purchase of components from 
Stereotaxis and from Siemens will be evident to the customer:

         (i)      In respect of INTEGRATED CATH LABs, as set forth in the
                  COLLABORATION AGREEMENT;
         (ii)     [***]
         (iii)    In respect of ADVANCED CARDIOLOGY CATH LABs and ADVANCED IR
                  LABs, until such time as either party provides the other with
                  written notice to the contrary.

3.5      For placements of LABS, sales brochures, bid specification and 
customer payment will be made in a way that a distinct separation between the 
Stereotaxis components and Siemens components is evident to the customer.

         (i)      Notwithstanding the above, there is a joint document for 
                  room planning and installation instructions.
         (ii)     Siemens will provide to the customer project management on 
                  site addressing room preparation, shipment and installation.
         (iii)    Contracts with customers will be signed by each party for 
                  their respective components to be delivered.
         (iv)     Each party will manufacture, warrant, sell and deliver its
                  components of such LABs in accordance with reasonable industry
                  practices and will not cease to so manufacture, warrant, sell 
                  and deliver such components based on customer purchase orders 
                  without 18 months prior notice to the other party.

3.6      Stereotaxis and Siemens may mutually agree upon cross-incentive 
programs to enhance sales force focus on placement on LABs

3.7      For placements of ADVANCED CARDIOLOGY CATH LABs, Stereotaxis and 
Siemens will cooperate to:

         (i)      Coordinate salesforce and customer training activities;
         (ii)     [***]
         (iii)    Coordinate and facilitate publications and conference
                  presentations as mutually agreed;
         (iv)     Coordinate and establish a minimum of two Exhibition Sites
                  at Barnes in St. Louis and at such other site as mutually
                  agreed (likely at St. Georg in Hamburg) [***]
         

[*** 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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                                       9

                           [***] The parties will ensure that at the time of
                           installation and thereafter that their components
                           provided to such LAB have the most up to date
                           software releases installed that are designed for use
                           with such components. Such demonstration site will
                           remain installed until such time as mutually agreed
                           by the parties. [***] and

                  (v)      Coordinate and establish Center of Excellence
                           Clinical Sites targeting key interventional hospitals
                           such as [***] and such other sites as are mutually
                           agreed, the object being to promote the capabilities
                           of the integrated systems and to establish new
                           clinical solutions.

                  Further details on the sales cooperation will be agreed to by
                  a "collaborative sales working group" to be established after
                  the signing of this Agreement, the object being to promote
                  sales and promotions cooperation between the parties while
                  continuing to maintain distinct and separate business and
                  sales operations and identities.

4.       LOGISTICS

For placements of LABs, Stereotaxis as well as Siemens will ship directly to 
the customer site. Time schedule is coordinated by the Siemens and Stereotaxis 
project managers. The first unit of any LAB will be tested in Siemens AX before 
shipment to the customer to assure successful integration and system 
performance. The number of units that have to pass the compatibility test after 
the first units testing will be defined separately and mutually agreed. Further 
details on logistics will be agreed to by the collaborative logistics working 
group established pursuant to the Collaboration Agreement, which will also be 
used to coordinate logistics issues arising under this Agreement.

5.       INSTALLATION AND SERVICE

5.1      For installations of LABs, at least one Stereotaxis person will be on
         site at the customer facility, at Stereotaxis cost and expense, at the
         time of installation. Siemens will support the installation of
         Stereotaxis components to Siemens' system.

5.2      Service of LABs on site will be done by Siemens in accordance with a
         service contract between the Siemens and Stereotaxis, on commercially
         reasonable terms to be mutually agreed or, where applicable, in
         accordance with existing service contracts in respect of LABs that are
         already in place.

[*** 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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                                       10

         Such service will include Stereotaxis' components of LABs. To enable
         Siemens to perform service Stereotaxis shall provide Siemens at no cost
         with INFORMATION necessary for Siemens to perform service on
         Stereotaxis' components and shall train at no cost to Siemens a
         reasonable number of Siemens' specialists in the service of
         Stereotaxis' components. Furthermore, Stereotaxis and Siemens shall
         cooperate to provide service call center support as well as spare
         parts in respect of LABs.

         Details regarding service of LABs including but not limited to response
         time and spare part logistics, will be agreed to by the collaborative
         service working group established pursuant to the Collaboration
         Agreement, which will also be used to coordinate service issues arising
         under this Agreement.

         Regarding service for LABs, Siemens agrees to provide Stereotaxis with
         no less than 24 months written notice of termination of such service.
         Details regarding the installation will be separately agreed upon.

6.       SECRECY

6.1      Either Party expressly undertakes to retain in confidence, to protect
         with the same degree of care used in protecting its own INFORMATION and
         not to use for other purposes than contemplated by this Agreement or to
         disclose to any third party all INFORMATION in a written or other
         tangible form supplied by the other Party in relation to this Agreement
         and clearly marked as being "Confidential". Oral INFORMATION of a Party
         that is confidential and is restricted in use shall be reproduced in
         writing marked as being "Confidential" and sent to the other Party
         within one (1) month after its communication to the other Party. The
         receiving Party agrees to restrict access of such Confidential
         information to employees and agents who have a need to know pursuant to
         their scope of employment or agency arrangement and further agrees to
         instruct its employees and agents having access to such Confidential
         INFORMATION of receiving Party's confidentiality obligations.

6.2      The aforementioned obligation shall not apply to INFORMATION that is:

6.2.1    published or otherwise made available to the public other than by a 
         breach of this Agreement; or

6.2.2    rightfully received by a Party from a third party without confidential
         obligation; or

6.2.3    shown through competent evidence to have been independently developed
         by the other Party without reference to the INFORMATION; or to have
         been known by the receiving Party prior to its first receipt of such
         INFORMATION from the other Party; or

6.2.4    required to be disclosed pursuant to a legal, judicial, or 
         administrative proceeding, or by law; or

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                                       11


6.2.5    approved for disclosure by prior written consent of an authorized
         corporate representative of the disclosing Party.

6.3      The aforementioned obligations do apply accordingly with regard to
         DEVELOPMENT RESULTS of the other Party.

6.4      The non-disclosure obligations set forth in this Section 6 shall
         survive expiration or termination of this Agreement by three (3) years.

6.5      Press releases or other information on the conclusion/content of this
         Agreement shall only be made available to third parties/press agencies
         (other than disclosure by Stereotaxis in relation to raising private
         equity funds or as legally required pursuant to an initial public
         offering of equity) with the prior written consent of the other Party
         hereto such consent not to be unreasonably withheld.

7.       WARRANTIES AND LIMITATION OF LIABILITIES

7.1      Provided it complies with its development obligations pursuant to
         Section 2, no party shall be liable towards the other party in the case
         that the DEVELOPMENT WORK cannot be successfully completed.

7.2      The sole obligation of each party with respect to its INFORMATION and
         DEVELOPMENT RESULTS shall be to forward same to the other party as
         provided in this Agreement, and, to correct errors that might have
         occurred in this INFORMATION and DEVELOPMENT RESULTS without undue
         delay after such errors become known to the party which forwarded the
         relevant INFORMATION or DEVELOPMENT RESULTS.

7.3      THE WARRANTIES SET FORTH IN THIS SECTION 7 APPLY TO ALL INFORMATION AND
         DEVELOPMENT RESULTS LICENSED OR KNOWINGLY DISCLOSED HEREUNDER AND ARE
         IN LIEU OF ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT
         LIMITATION THE WARRANTIES THAT INFORMATION AND DEVELOPMENT RESULTS CAN
         BE USED WITHOUT INFRINGING STATUTORY AND OTHER RIGHTS OF THIRD PARTIES.

7.4      Warranties and liabilities regarding the delivery of the components of
         each party shall be governed by the contracts between each such party
         and the respective customer.

7.5      Should a customer forward a warranty or any liability claim - including
         product liability claims - to either party then such party shall be
         responsible for such claims only to the extent such claims relate to
         the components such party has delivered to the customer. Each party
         shall indemnify and hold the other party harmless from any claim,
         costs, 

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                                       12


     expenses, and damages resulting from such claims if the claims relate to 
     components delivered by the respective other party, provided however that 
     the one party

     a) notifies the other party of such claim, dispute or proceeding without 
     undue delay,
     b) does not admit liability on the claims,
     c) provides the other party with the sole authority -- as far as legally 
     possible -- to defend and settle such claim, dispute, or proceeding with 
     counsel of its choice (the other party may participate at its costs with 
     counsel of its choice), and
     d) cooperates as reasonably requested by the other party.

7.6  Each party shall secure and maintain, for the useful life of the components
     delivered by it, a product liability insurance policy full coverage for
     product liability exposure (including negligence and strict liability) to
     third parties anywhere in the world for any defects whatsoever (such as
     design-, manufacture-, instruction defects) resulting from defects in the
     components supplied hereunder in the minimum of US [***]. At either party's
     request the other party shall prove compliance with the obligation to
     insure as herein stated.

7.7  NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY CONSEQUENTIAL, 
     INCIDENTAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES BY REASON OF ANY ACT OR 
     OMISSIONS OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS 
     USE OR OPERATION, INCLUDING BUT WITHOUT LIMITATION ANY LOSS OF USE, LOSS 
     OF INFORMATION AND DATA, LOST REVENUES, LOST PROFITS, COSTS OF CAPITAL, 
     COSTS OF SUBSTITUTE PRODUCTS, FACILITIES, OR SERVICES, COSTS OF 
     REPLACEMENT POWER, COST ASSOCIATED WITH DOWN TIME, AND ANY SIMILAR AND 
     DISSIMILAR LOSSES, COSTS AND DAMAGES.

7.8  The provisions of this Section 7. shall survive any termination of this 
     Agreement.

8.   DEVELOPMENT RESULTS, INFORMATION AND RIGHTS THEREUNDER

8.1  The DEVELOPMENT RESULTS shall, at the time they are made, become the sole 
     property of such party, the employees of which have generated the 
     respective DEVELOPMENT RESULTS. DEVELOPMENT RESULTS made jointly by 
     employees of both parties shall become the joint ownership of both 
     parties. In case DEVELOPMENT RESULTS consist of joint inventions, the 
     parties shall agree on whether, and if so, where and at whose cost and 
     expense statutory protection rights will be filed for. Joint DEVELOPMENT 
     RESULTS, including any and all statutory protection issuing thereon, if 
     any, may be used by each party in its field of activities.

[*** 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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                                      13

8.2      Under its INFORMATION and DEVELOPMENT RESULTS each party hereby grants
         to the other party the non-exclusive, non-transferable, royalty free
         right to use same during the term of this Agreement for the purpose of
         carrying out the DEVELOPMENT WORK and thereafter to the extent
         necessary for the exploitation of the DEVELOPMENT RESULTS of the other
         party or of the joint DEVELOPMENT RESULTS.

8.3      Notwithstanding ownership under DEVELOPMENT RESULTS and the rights 
         granted hereunder, the exclusivity granted under Section 3.2 shall 
         prevail.
8.4      The stipulations of this Section 8. shall survive any termination of 
         this Agreement.

9.       JAPANESE MARKET DEVELOPMENT

         Pursuant to an Agreement between the parties of even or approximate
         date herewith, the parties intend to collaborate in respect of Japanese
         market development for LABs. Details will be agreed upon in a separate
         agreement between Stereotaxis and the Siemens affiliated company in
         Japan.

10.      SIEMENS INVESTMENT IN STEREOTAXIS

         This Agreement will be of no force or effect unless and until Siemens'
         investment of $10 million in Stereotaxis Series E Preferred Stock is 
         closed.

11.      TERM AND TERMINATION

11.1     This Agreement shall become effective on the date it is signed by both
         parties (Effective Date) and is terminated or expires in accordance
         with the terms hereof, in any event no later than 36 months after
         becoming effective. No later than 12 months before the end of this 36
         month period, both parties will commence in good faith negotiations on
         extending the collaboration.

11.2     This Agreement may be terminated at any time by the one party by 
         giving of not less than four weeks' prior written notice to the other 
         party.

         -  if the other party hereto is declared bankrupt or otherwise cannot
            fulfill its financial obligations; or

         -  if the other party hereto substantially defaults in the performance
            of this Agreement and does not remedy the default within 4 weeks 
            after receipt of a relevant written request of the one party; or

         -  if the other party comes under direct or indirect control or 
            direction of any other entity competing with the one party.

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                                       14

11.3     Sections 6, 7, 8, 11, 12 shall survive termination of this Agreement.

12.      ARBITRATION

12.1     Any differences or disputes arising from this Agreement or from
         agreements regarding its performance shall be settled by an amicable
         effort on the part of both parties to the Agreement. An attempt to
         arrive at a settlement shall be deemed to have failed as soon as one of
         the parties to the Agreement so notifies the other party in writing.

12.2     If an attempt at settlement has failed, the disputes shall be finally
         settled under the Rules of Conciliation and Arbitration of the
         International Chamber of commerce in Paris (Rules) by three arbitrators
         appointed in accordance with the Rules.

12.3     The place of arbitration shall be Berne, Switzerland. The procedural
         law of this place shall apply where the Rules are silent.

12.4     The arbitral award shall be substantiated in writing. The arbitral
         tribunal shall decide on the matter of costs of the arbitration.

13.      SUBSTANTIVE LAW

         All disputes shall be settled in accordance with the provisions of this
         Agreement and all other agreements regarding its performance, otherwise
         in accordance with the substantive law in force in the Canton of Berne,
         Switzerland, without reference to other laws.

14.      MISCELLANEOUS

14.1     This Agreement may not be released, discharged, abandoned, changed or
         modified in any manner, except by an instrument in writing signed on
         behalf of each of the parties hereto by their duly authorized
         representatives.

14.2     The failure of any party hereto to enforce at any time any of the
         provisions of this Agreement shall in no way be construed to be a
         waiver of any such provision, nor in any way to affect the validity of
         this Agreement or any part thereof or the right of any party thereafter
         to enforce each and every such provision. No waiver of any breach of
         this Agreement shall be held to be a waiver of any breach of this
         Agreement shall be held to be a waiver of any other or subsequent
         breach.




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                                       15


14.3 All notices or other communications required or permitted hereunder with 
     regard to the interpretation, validity, etc. of the Agreement shall be in 
     writing and shall be given by certified mail addressed, if to Stereotaxis

     Stereotaxis, Inc.
     Attn. Chief Executive Officer
     Atten Chief Financial Officer
     4041 Forest Park AVE.
     St. Louis, MO 63108
     U.S.A.



     and, if to Siemens:
     Siemens Aktiengesellschaft
     Legal Services Med
     Werner von Siemens Str. 50
     91052 Erlangen
     Germany


     or to such other address that the parties might identify to each other for 
     this purpose and with reference to this Agreement.

14.4 Subject to Section. 6.5 above, no party hereto shall issue any press 
     release or public announcement or otherwise divulge the existence of this 
     Agreement or the transactions contemplated hereby without the prior 
     approval of the other party hereto.

14.5 This Agreement shall be binding upon and inure to the benefit of the 
     parties hereto and the successors or assigns of the parties hereto.

14.6 Titles and headings to Sections herein are inserted for the convenience or 
     reference only and are not intended to be a part of or to affect the 
     meaning or interpretation of this Agreement.

14.7 This Agreement may be executed in one or more counterparts, all of which 
     shall be considered one and the same agreement.


IN WITNESS WHEREOF, the parties have executed these presents on the dates 
specified below.

<PAGE>
                                       16


St. Louis,  27 May 2003                 Forchheim, 27.05.2003
          ------------------                      ------------------
Stereotaxis, Inc.                       Siemens Aktiengesellschaft


      /s/ BEVIL J. HOGG                         illegible
----------------------------            ----------------------------

                                                illegible

<PAGE>
                                       17

ANNEX 1

DEVELOPMENT WORK

ADVANCED CARDIOLOGY CATH LAB DEVELOPMENT WORK RELATING TO PROPRIETARY SIEMENS 
REGISTERED IMAGING

Subject to the results of determining the feasibility of this project, image 
registration and integration of PROPRIETARY SIEMENS REGISTERED IMAGING that 
will include:

         1.       Allowing target based navigation from a CT or MRI
                  pre-operative image that is registered to the fluoroscopy
                  output. Included in this approach would be a fluoroscopy image
                  that is registered to a pre-operative image which in turn may
                  be registered to a Biosense CARTO map

Additional consideration will be given as to include navigational control using 
endocardial ultrasound

Common Stereotaxis/Siemens image integration specifications will be defined in 
the "Requirement Specification". This document will be jointly created and will 
be reviewed and released by both parties. The image integration will be tested 
in a "System test" applied to both the Stereotaxis and Siemens components of 
the ADVANCED CARDIOLOGY CATH LAB. Results have to be documented and are the 
base for a joint release for shipment to customers. Each of the two parties is 
responsible for their own component. Details will be agreed by a "collaborative 
3D engineering working group" to be established after signing of this Agreement.

[***]

ADVANCED IR LAB DEVELOPMENT WORK

Subject to the results of determining the feasibility of this project, common 
Stereotaxis/Siemens specifications for unique clinical solutions in 
interventional radiology comprised in the ADVANCED IR LAB will be defined in 
the "Requirement Specification". This document will be 


[*** 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.]

<PAGE>
                                       18


jointly created and will be reviewed and released by both parties. The ADVANCED 
IR LAB configuration will be tested in a "System test" applied to both the 
Stereotaxis and Siemens components. Results have to be documented and are the 
base for a joint release for shipment to customers. Each of the two parties is 
responsible for their own component. Details will be agreed by a "collaborative 
ADVANCED IR LAB configuration working group" to be established after signing of 
this Agreement.


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