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


ARTICLE 5 - TIMELINES

         Both Parties will use commercially reasonable efforts to meet the
         timelines set forth in Annex 1. As part of these efforts, Siemens will
         support Stereotaxis, at no cost to Stereotaxis, in Stereotaxis's
         integration of the Licensed Software into the Product by providing
         assistance with respect to the Licensed Software, including, but not
         limited to, providing error corrections on a timely basis for any
         errors identified in the Licensed Software, during Stereotaxis's
         initial integration testing and subsequent Alpha and Beta testing with
         potential End-users.

ARTICLE 6 - WARRANTY

6.1      Siemens warrants that the Licensed Software: 1) is free of viruses
         and/or programming devices (e.g. license keys) that are designed to (a)
         disrupt the use of the Licensed Software, or any system with which the
         Software operates, or (b) destroy or damage data or make data
         inaccessible or delayed; and 2) as originally delivered by Siemens to
         Stereotaxis, is free from and will remain free from substantial
         non-conformities in design, material and workmanship during the
         warranty period of twelve months from the date of delivery. The
         Licensed Software is considered free from such non-conformities if it
         operates in substantial conformance with the Software Documentation. In
         the event of a breach of the foregoing warranties, Siemens shall
         perform maintenance service as defined in Article 10, below, at no cost
         to Stereotaxis or any End-user, during the warranty period of twelve
         months from the date of delivery and thereafter on a fee-paid basis as
         defined in Article 6.2, below.

6.2      With respect to an End-user, such cost-free maintenance period shall
         start at the time such End-user's sublicense of the Licensed Software
         commences for such End-user. The maintenance shall be provided without
         cost to Stereotaxis or its End-users for twelve (12) months from the
         End-user's sublicensing of the Licensed Software, after which Siemens
         may charge for its performance of maintenance services as described in
         Annex 5.

6.3      UNLESS EXPLICITLY STATED IN THIS AGREEMENT, SIEMENS MAKES NO WARRANTIES
         RELATED TO THE LICENSED SOFTWARE OR SOFTWARE DOCUMENTATION EITHER,
         EXPRESS, STATUTORY, OR IMPLIED INCLUDING



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