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
                                                    REQUEST BY STEREOTAXIS, INC.

         of any such infringement and Siemens shall not be obligated to deliver
         any replacement Licensed Software if Siemens has met the requirements
         to exercise option (iii) above. Any modified or replacement software
         and/or documentation provided under this Article 7 shall be subject to
         all of the terms and conditions of this Agreement, including without
         limitation, the provisions of this Article 7.

         (C) Siemens agrees to defend and to the extent a Claim is asserted
         against Stereotaxis or an End-user, indemnify and hold the End-user and
         Stereotaxis, its officers, directors, shareholders, agents and
         employees (collectively, "Stx Indemnified Parties") harmless from and
         against any and all loss, cost, damage or liability, including counsel
         fees and costs, arising out of or related to any Claim. Siemens shall
         control and direct the investigation, defense and settlement of each
         such Claim and Stereotaxis agrees, at Siemens' request and expense, to
         reasonably cooperate with Siemens in connection with the foregoing and
         in Siemens' efforts to mitigate any potential damages, costs and
         expenses incurred by Siemens under this provision.

7.2      Stereotaxis, the End-user and the Stx Indemnified Parties shall give
         Siemens prompt written notice of any alleged or threatened Claims.
         Stereotaxis, the End-user and the Stx Indemnified Parties shall not
         consent to any judgment or decree or compromise of any Claim without
         first obtaining Seimens' written consent. Siemens shall give prompt,
         written notice to Stereotaxis of any actual or threatened Claim against
         Siemens or customers of Siemens which Siemens, in its reasonable
         discretion, deems to be of importance to Stereotaxis.

7.3      Siemens shall not be liable with respect to any Claim to the extent
         arising out of our relating to either:

         (i)      use or incorporation in any Licensed Software of any design or
                  technique, furnished or requested by Stereotaxis or an
                  End-user; or

         (ii)     the combination with or incorporation of the Licensed Software
                  into the Product, software, or subassembly not supplied or
                  specified by Siemens if such infringement would not have
                  occurred without such combination or use thereof; or

         (iii)    the modification of Licensed Software by Stereotaxis or an
                  End-user unless such modification is in accordance with
                  Siemens' instructions; or



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