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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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11.4.3   is lawfully obtained by the receiving Party from a third party without
         an obligation of confidentiality, provided such third party is not, to
         the receiving Party's knowledge, in breach of any confidentiality
         obligation relating to such information;

11.4.4   is developed by the receiving Party or its Affiliates independently
         from and without reference to such Confidential Information;

11.4.5   was approved for release by written agreement with the disclosing

11.5     The receiving Party will derive no rights of any kind, in particular no
         rights of prior use, from the fact that they as a result of the
         Confidential Information may possibly obtain knowledge of patentable
         inventions for which the disclosing Party may possibly apply for
         intellectual property rights.

11.6     Upon any termination or expiration of this Agreement, unless otherwise
         instructed in writing by the disclosing Party, the receiving Party
         shall cease using any Confidential Information of the disclosing Party
         including such Confidential Information on record-bearing media, as
         well as any copies thereof. Upon request of the disclosing Party, made
         in writing to the receiving Party within ninety (90) days after
         termination of this Agreement the receiving Party shall as per the
         notice either return such Confidential Information to the disclosing
         Party or destroy it. This shall not apply to routinely made back-up
         copies of electronically-exchanged data. In case of a destruction, the
         receiving Party shall confirm in writing such destruction to the
         disclosing Party within fourteen (14) days after receipt of the
         respective request.

11.7     The receiving Party shall not be considered to have breached its
         obligations under this Article for disclosing Confidential Information
         of the other Party if such disclosure is required by law or regulation,
         government authority, duly authorized subpoena or court order or
         regulatory request. Promptly upon receiving notice of any such
         requirement or request and to the extent that it may legally do so,
         such Party shall take reasonable commercial efforts to advise the other
         Party of the required disclosure prior to making such disclosure in
         order to afford the other Party a reasonable opportunity to take such
         action as it deems appropriate to protect such Confidential

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