Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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            adopted by the FDA or any successor agency thereto and any other
            regulatory agency requirements agreed to by the Parties in
            accordance with Section 9 above; and

10.2.3.4    title to all products sold by one party to the other hereunder will
            pass to such party as provided herein free and clear of any security
            interest, lien, or other encumbrance.

10.3        Sole Remedy. The foregoing warranties will survive inspections,
            acceptance and payment by Biosense and Stereotaxis. Subject to
            Section 12, each Party's sole and exclusive remedy for breach of the
            warranty in this Section 10 will be:

10.3.1      to have replaced products which are the subject of the warranty
            claim in accordance with the provisions of Section 10.4; and

10.3.2      return and have replaced unused Daughter Products and Components,
            as the case may be, with respect to which Biosense or Stereotaxis
            has discovered Defects upon inspection in accordance with the
            provisions of Section 10.4, as applicable.

10.3.3      Each Party will use its commercially reasonable efforts to provide
            replacement products within the shortest possible time, but no later
            than sixty (60) days from return.

10.4        Warranty Procedures.

10.4.1      The following warranty procedures will apply with respect to a
            product or component of a product sold by one party to the other:
            first, a party will provide the other with written notice of such
            claims. After receiving such notice, the receiving party will
            provide the reporting party with a Return Materials Authorization
            ("RMA") number, after which the reporting party will return the
            defective product or component to the manufacturing party. The
            returning party will display the RMA number prominently on the
            packaging, and must return the product or component in its original
            packaging, with shipping charges prepaid. The parties will not
            accept collect shipments. The receiving party in its sole discretion
            may refuse any product or component not returned in accordance with
            the terms of this Agreement.

10.4.1.1    In the event that the party determines that a returned product or
            component is defective, the party will have the right, at its sole
            option, to either:

10.4.1.2    repair or remedy the Defects; or

10.4.1.3    replace with conforming product or component. The foregoing sets
            forth the parties' sole remedy and sole liability, for any breach of
            the warranty set forth in this Section 10.

10.4.2      Daughter Products. The following warranty procedures will apply with
            respect to Daughter Products marketed and sold by Stereotaxis that
            are the subject of a customer complaint under the applicable
            Daughter Product warranty. Stereotaxis will notify Biosense of such
            Daughter Products to be replaced in response to customer complaints
            (and return of product) and



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