Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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6.2.5    approved for disclosure by prior written consent of an authorized
         corporate representative of the disclosing Party.

6.3      The aforementioned obligations do apply accordingly with regard to
         DEVELOPMENT RESULTS of the other Party.

6.4      The non-disclosure obligations set forth in this Section 6 shall
         survive expiration or termination of this Agreement by three (3) years.

6.5      Press releases or other information on the conclusion/content of this
         Agreement shall only be made available to third parties/press agencies
         (other than disclosure by Stereotaxis in relation to raising private
         equity funds or as legally required pursuant to an initial public
         offering of equity) with the prior written consent of the other Party
         hereto such consent not to be unreasonably withheld.

7.       WARRANTIES AND LIMITATION OF LIABILITIES

7.1      Provided it complies with its development obligations pursuant to
         Section 2, no party shall be liable towards the other party in the case
         that the DEVELOPMENT WORK cannot be successfully completed.

7.2      The sole obligation of each party with respect to its INFORMATION and
         DEVELOPMENT RESULTS shall be to forward same to the other party as
         provided in this Agreement, and, to correct errors that might have
         occurred in this INFORMATION and DEVELOPMENT RESULTS without undue
         delay after such errors become known to the party which forwarded the
         relevant INFORMATION or DEVELOPMENT RESULTS.

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, 

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