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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                          CONFIDENTIAL TREATMENT
                                                  REQUESTED BY STEREOTAXIS, INC.

2.3      Each licensing of Licensed Software to End-users shall be subject to
         legally binding, written license agreements the terms and conditions of
         which shall contain appropriate terms that are substantially similar to
         the terms of Articles 2, 3 and 11 of this Agreement.

2.4      If the Parties agree to incorporate freeware, shareware or open source
         software into the Licensed Software, no license fee shall be charged to
         Stereotaxis for the use of such freeware, shareware or open source
         software. Stereotaxis acknowledges and agrees that Siemens provides no
         warranties and shall have no liability whatsoever in respect of
         Stereotaxis's possession and/or use of the freeware, shareware or open
         source software. Regarding such portions of Licensed Software,
         Stereotaxis hereby accepts the specific license conditions either being
         part of the Software Documentation or accompanying the Hardware ("Open
         Source Conditions"). Upon request of Stereotaxis, Siemens shall provide
         a copy of the source code of the open source software, if required by
         the Open Source Conditions. To the extent there is a conflict between
         this Agreement and the Open Source Conditions, the terms of the Open
         Source Conditions shall prevail over the terms and conditions of this
         Agreement with regard to the open source software.


3.1      All rights, title and interest in and to the Licensed Software (and any
         part thereof) and the Software Documentation (and any part thereof),
         other than those expressly granted herein, shall remain wholly vested
         in Siemens or its third party licensors. Stereotaxis acknowledges that
         it has no rights whatsoever in respect of the Licensed Software and
         Software Documentation save for those expressly granted to it by this

3.2      Nothing in this Agreement entitles either Party to use any trademark of
         the other Party or its Affiliates or any other mark confusingly similar
         thereto, without the express written consent of the other Party.

3.3      Stereotaxis shall in any case use reasonable efforts to safeguard the
         Licensed Software and the Software Documentation in its possession and
         control the rights therein with the same degree of case as is used with
         respect to Stereotaxis's own equally important software, documentation
         and rights therein, but at least with 

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