Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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     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 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 herein stated.

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 PRODUCTS, FACILITIES, OR SERVICES, COSTS OF 
     REPLACEMENT POWER, COST ASSOCIATED WITH DOWN TIME, AND ANY SIMILAR AND 
     DISSIMILAR LOSSES, COSTS AND DAMAGES.

7.8  The provisions of this Section 7. shall survive any termination of this 
     Agreement.

8.   DEVELOPMENT RESULTS, INFORMATION AND RIGHTS THEREUNDER

8.1  The DEVELOPMENT RESULTS shall, at the time they are made, become the sole 
     property of such party, the employees of which have generated the 
     respective DEVELOPMENT RESULTS. DEVELOPMENT RESULTS made jointly by 
     employees of both parties shall become the joint ownership of both 
     parties. In case DEVELOPMENT RESULTS consist of joint inventions, the 
     parties shall agree on whether, and if so, where and at whose cost and 
     expense statutory protection rights will be filed for. Joint DEVELOPMENT 
     RESULTS, including any and all statutory protection issuing thereon, if 
     any, may be used by each party in its field of activities.

[*** 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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