Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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10.7        LIMITATION OF WARRANTIES. NEITHER PARTY MAKES ANY REPRESENTATIONS OR
            WARRANTIES OTHER THAN THOSE EXPRESSLY STATED IN THIS SECTION 10,
            AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED
            WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
            PARTICULAR PURPOSE. STEREOTAXIS EXPRESSLY DISCLAIMS ANY AND ALL
            WARRANTIES REGARDING THE PARENT PRODUCTS, CARTO SYSTEM, DAUGHTER
            PRODUCTS AND COMPATIBLE CARTO SYSTEM.

11          INDEMNIFICATION

11.1        Indemnity. Biosense will indemnify, defend and hold harmless
            Stereotaxis, its directors, officers, employees and agents (each a
            "Stereotaxis Indemnitee") from and against any liabilities
            (including without limitation damages awarded to third parties),
            expenses or costs (including reasonable attorneys' and professional
            fees) ("Liabilities") resulting from any claim(s) brought by a third
            party against a Stereotaxis Indemnitee relating to the manufacture,
            marketing, promotion, sale or use of the Daughter Products,
            Compatible CARTO System or Biosense IP.

11.2        Procedure. In connection with indemnification under Section 11.1
            Stereotaxis will:

11.2.1      provide Biosense with prompt notice of any such claim, demand or
            cause of action;

11.2.2      give Biosense sole control of the defense and all related settlement
            negotiations at Biosense's expense (which expenses will be included
            in the calculation of Liabilities hereunder); and

11.2.3      provide Biosense, at Biosense's reasonable expense, all assistance,
            information, and authority reasonably requested by Biosense to
            perform the foregoing.

11.3        Remedy. In the event the use, sale or manufacture of Daughter
            Products is enjoined, the indemnifying Party will use diligent
            efforts to either:

11.3.1      procure a license to allow the indemnified Party or to enjoy the
            rights granted under this Agreement, or

11.3.2      modify the Daughter Products to make them non-infringing.

11.4        Indemnity. Stereotaxis will indemnify, defend and hold harmless
            Biosense, its directors, officers, employees and agents (each a
            "Biosense Indemnitee") from and against any liabilities (including
            without limitation damages awarded to third parties), expenses or
            costs (including reasonable attorneys' and professional fees)
            ("Liabilities") resulting from any claim(s) brought by a third party
            against a Biosense Indemnitee relating to the manufacture,
            marketing, promotion, sale or use of the Compatible NIOBE System or
            Stereotaxis IP.

11.5        Procedure. In connection with indemnification under Section 11.4,
            Biosense will:



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