Stereotaxis
    Print Page  Close Window
S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
Entire Document
 << Previous Page | Next Page >>
<PAGE>

         BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
         FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING
         FROM COURSE OF DEALING OR USAGE OF TRADE.

ARTICLE 7 - INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES

7.1      (A) Except as set forth below in this Article, and subject to the
         conditions and limitations stated below in this Article, Siemens shall
         be liable for any claim, suit, action or proceeding brought against
         Stereotaxis, or an End-user, by a third party to the extent it is based
         on: a) any alleged infringement of patents, trademarks or copyrights of
         a third party and protected under the laws of the USA or Germany b) any
         alleged unlawful or improper disclosure or use or misappropriation of a
         trade secret; or (c) any alleged violation of any other intellectual
         property or moral right, in any such case, asserted against Stereotaxis
         or an End-user by virtue of Stereotaxis's or an End-user's use,
         distribution or possession of the Licensed Software or Software
         Documentation or respective updates as provided in this Agreement
         (hereinafter collectively referred to as "Claim(s)").

         (B) If, as a result of such a Claim, Stereotaxis becomes enjoined or it
         is likely, in Siemens' reasonable opinion, that Stereotaxis will become
         enjoined from using the Licensed Software, Software Documentation,
         Updates and/or Updated Software Documentation, Siemens shall at its
         election and its cost - except as set forth below in this Article, and
         subject to the conditions and limitations stated below in this Article:
         (i) procure for Stereotaxis the right to continue to use the Licensed
         Software, Software Documentation, Updates and/or Updated Software
         Documentation as provided in this Agreement; (ii) provide Stereotaxis
         with a non-infringing replacement product and/or documentation, or
         modify the Licensed Software, Software Documentation, Updates and/or
         Updated Software Documentation so that it becomes non-infringing,
         provided that the replacement/modified Licensed Software and/or Updates
         meet substantially the same performance and functional specifications
         provided in the Software Documentation or Updated Software
         Documentation; or, only if options (i) and (ii) are not possible
         despite the exercise of commercially reasonable efforts, (iii) upon
         return of the infringing Licensed Software at Siemens request, refund
         to Stereotaxis the purchase price actually paid. Except with respect to
         the obligations in the following paragraph (C), upon Siemens' execution
         of one of the options set out in this Section, Siemens shall be
         relieved of any further obligation or liability to Stereotaxis as a
         result


 << Previous Page | Next Page >>