Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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7.3      THE WARRANTIES SET FORTH IN THIS SECTION 7 APPLY TO ALL INFORMATION AND
         DEVELOPMENT RESULTS LICENSED OR KNOWINGLY DISCLOSED HEREUNDER AND ARE
         IN LIEU OF ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT
         LIMITATION THE WARRANTIES THAT INFORMATION AND DEVELOPMENT RESULTS CAN
         BE USED WITHOUT INFRINGING STATUTORY AND OTHER RIGHTS OF THIRD PARTIES.

7.4      Warranties and liabilities regarding the delivery of the components of
         each party shall be governed by the contracts between each such party
         and the respective customer.

7.5      Should a customer forward a warranty or any liability claim - including
         product liability claims - to either party then such party shall be
         responsible for such claims only to the extent such claims relate to
         the components such party has delivered to the customer. Each party
         shall indemnify and hold the other party harmless from any claim,
         costs, expenses, and damages resulting from such claims if the claims
         relate to components delivered by the respective other party, provided
         however that the one party
         
         a)       notifies the other party of such claim, dispute or proceeding 
                  without undue delay,

         b)       does not admit liability on the claims,

         c)       provides the other party with the sole authority - as far as
                  legally possible - to defend and settle such claim, dispute,
                  or proceeding with counsel of its choice (the other party may
                  participate at its costs with counsel of its choice), and

         d)       cooperates as reasonably requested by the other party.

7.6      Each party shall secure and maintain, for the useful life of the
         components delivered by it, a product liability insurance policy
         providing full coverage for product liability exposure (including
         negligence and strict liability) to third parties anywhere in the world
         for any defects whatsoever (such as design-, manufacture-, instruction
         defects) resulting from defects in the components supplied hereunder in
         the minimum of US $ [***]. At either party's request the other party
         shall prove compliance with the obligation to insure as hereinstated.

7.7      NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY
         CONSEQUENTIAL, INCIDENTAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES BY
         REASON OF ANY ACT OR OMISSIONS OR ARISING OUT OF OR IN CONNECTION WITH
         THIS AGREEMENT OR ITS USE OR OPERATION, INCLUDING BUT WITHOUT
         LIMITATION ANY LOSS OF USE, LOSS OF INFORMATION AND DATA, LOST
         REVENUES, LOST PROFITS, COSTS OF CAPITAL, COSTS OF SUBSTITUTE 


[*** Indicates portions of this exhibit that have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]

            

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