Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         (iv)     the use of Licensed Software by Stereotaxis or an End-user
                  other than as permitted under this Agreement; or

         (v)      use or distribution by Stereotaxis of other than the most
                  current Update of the Licensed Software (if such Claim would
                  have been prevented by the use of such Update) after such
                  Update has been made available to Stereotaxis at no additional
                  charge.

7.4      (A) Except as set forth below in this Article, and subject to the
         conditions and limitations stated below in this Article, Stereotaxis
         shall be liable for any claim, suit, action or proceeding brought
         against Siemens 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 Siemens or one of
         the Siemens Indemnified Parties by virtue of Siemens' authorization of
         Stereotaxis for the use, incorporation, combination, distribution or
         possession of the Licensed Software or Software Documentation or
         respective updates as provided in this Agreement (hereinafter referred
         to as "Stx Claim(s)").

         (B) Stereotaxis agrees to defend and to the extent a Stx Claim is
         asserted against Siemens, indemnify and hold Siemens, its officers,
         directors, shareholders, agents, and employees ("Siemens 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 Stx Claim. Stereotaxis shall control and direct the
         investigation, defense and settlement of each such Stx Claim and
         Siemens agrees, at Stereotaxis's request and expense, to reasonably
         cooperate with Stereotaxis in connection with the foregoing and in
         Stereotaxis's efforts to mitigate any potential damages, costs and
         expenses incurred by Stereotaxis under this provision.

7.5      Siemens shall give Stereotaxis prompt written notice of any alleged or
         threatened Stx Claims. Siemens shall not consent to any judgment or
         decree or compromise of any Stx Claim without first obtaining
         Stereotaxis's written consent. Stereotaxis shall give prompt, written
         notice to Siemens of any actual or threatened Stx Claim against
         Stereotaxis which Stereotaxis, in its reasonable discretion, deems to
         be of importance to Siemens.


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