Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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            System. It is understood that the foregoing restriction on
            sublicensing will not impair Biosense's rights under the license
            grant to have products or components thereof manufactured for
            Biosense.

13          CONFIDENTIALITY

13.1        Definition.

13.1.1      "Confidential Information" as used herein will include:

13.1.1.1    written, recorded, graphical or other information in tangible form
            disclosed, during the term of this Agreement, by one Party to the
            other Party which is stamped "Proprietary," "Confidential," or with
            a similar legend denoting the proprietary interest therein of the
            disclosing Party,

13.1.1.2    oral information which is disclosed by one Party to the other Party
            to the extent it is identified as "Proprietary" or "Confidential" at
            the time of oral disclosure, is reduced to written or other tangible
            form within thirty (30) days of oral disclosure, and such written or
            tangible form is stamped "Proprietary", "Confidential", or with a
            similar legend denoting the proprietary interest therein of the
            disclosing Party;

13.1.1.3    the following information, whether or not marked "Proprietary" or
            "Confidential": any reports or forecasts provided hereunder;

13.1.1.4    information, data, or know-how derived from any information
            contained in items this Section 13.1.1 ("Derivative Information").

13.1.2      Notwithstanding the above, Confidential Information will not include
            information:

13.1.2.1    In the possession of the receiving Party prior to its disclosure by
            the disclosing Party and not subject to other restrictions on
            disclosure;

13.1.2.2    is or later becomes part of the public domain through no fault of
            the recipient Party;

13.1.2.3    independently developed by the receiving Party;

13.1.2.4    publicly disclosed by the disclosing Party;

13.1.2.5    rightfully received by the receiving Party from a third party
            without restrictions on disclosure; or

13.1.2.6    approved for unrestricted release or unrestricted disclosure by the
            disclosing Party.



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