Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         affected thereby. In such a case the Parties shall come to an agreement
         approximating as closely as possible the arrangement originally
         envisaged in this Agreement.

19.10    The titles to the Articles of this Agreement are for convenience or
         reference only and are not part of this Agreement and shall not in any
         way affect the interpretation thereof.

19.11    This Agreement constitutes the entire agreement between the Parties
         hereto with respect to the subject matter hereof and supersedes all
         previous communications, representations, understanding and agreements,
         either oral or written, between the Parties with respect to such
         subject matter hereof. Notwithstanding the foregoing, this Agreement
         shall not alter or amend the rights or obligations of either party as
         set forth in and provided under the Extended Collaboration Agreement.

19.12    Neither the rights nor the obligations of this Agreement may be
         assigned or transferred in any manner, except with the prior written
         consent of the other Party or except as part of a transfer of all or of
         a substantial part of the activities to which the subject matter of
         this Agreement pertains whether by sale, merger or consolidation,
         provided, however, that either Party may assign any and all of its
         rights and obligations without the prior written consent of the other
         Party to an Affiliate. In case of such a transfer the respective Party
         shall ensure that the transferee, assignee or successor will comply
         with the terms of this Agreement.

19.13    Siemens agrees to discuss with Stereotaxis any plans that Siemens may
         now or in the future have to create upgrades that are not specified in
         Annex 1 of the Licensed Software and to offer Stereotaxis the ability
         to negotiate the functionality of any such upgrades on reasonable terms
         and conditions to be agreed upon by the Parties.

19.14    By the signature of each of the representatives of the Parties placed
         on this Agreement, each such signatory represents and warrants that he
         or she is authorized to sign this Agreement on behalf of the Party for
         whom he or she is acting.


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