Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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11.5.1      provide Stereotaxis with prompt notice of any such claim, demand or
            cause of action;

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

11.5.3      provide Stereotaxis, at Stereotaxis' reasonable expense, all
            assistance, information, and authority reasonably requested by
            Stereotaxis to perform the foregoing.

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

11.6.1      procure a license to allow the indemnified Party or to enjoy the
            rights granted under this Agreement; or

11.6.2      modify the Components to make them non-infringing.

12          PROPRIETARY RIGHTS

12.1        Stereotaxis. The Parties agree that, as between them, Stereotaxis
            retains all right, title, and interest in and to the Technology and
            Intellectual Property Rights that Stereotaxis owned prior to the
            commencement of this Agreement, including, without limitation, the
            Stereotaxis NIOBE System and all Intellectual Property Rights in or
            arising from such Technology and to all Technology and Intellectual
            Property Rights that which are created or made during the term of
            this Agreement by Stereotaxis, its employees, agents or other third
            parties acting under the authority from Stereotaxis working on
            matters relating to this Agreement ("Stereotaxis Personnel") (all
            such Technology and Intellectual Property Rights collectively
            "Stereotaxis IP").

12.2        Biosense. The Parties agree that, as between the Parties, Biosense
            retains all right, title, and interest in and to the Technology and
            Intellectual Property Rights that Biosense owned prior to the
            commencement of this Agreement, including, without limitation, the
            CARTO System, the Parent Products and all Intellectual Property
            Rights in or arising from such Technology and to all Technology and
            Intellectual Property Rights which are created or made during the
            term of this Agreement by Biosense, its employees, agents or other
            third parties acting under the authority from Biosense working on
            matters relating to this Agreement ("Biosense Personnel") (all such
            Technology and Intellectual Property Rights collectively "Biosense
            IP").

12.3        Joint Ownership.

12.3.1      Joint IP. The Parties will own jointly any Technology or
            Intellectual Property Rights made or created jointly by Biosense
            Personnel and Stereotaxis Personnel ("Joint IP"). For the purposes
            of the foregoing, a Patent will be considered to have been jointly
            created if at least one employee of Stereotaxis and Biosense are
            named inventors on such Patent as issued and a copyrighted work will
            be considered to be jointly created if it is a joint work within the



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