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Filed Pursuant to Rule b 3 Registration No. This prospectus relates to the sale of up to 21, shares of our common stock by persons who have purchased shares of our common stock or who may purchase shares of our common stock through the conversion of debt or the exercise of warrants as more fully described herein. The aforementioned persons are sometimes referred to in this prospectus as the selling stockholders.

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In treating breast cancer, it is very important to know if the cancer has spread beyond the breast. The cancer most commonly spreads first to the lymph nodes in the axilla armpit. In the past, while removing the cancerous breast tissue, surgeons would also remove all or most of the lymph nodes in and around the affected breast to determine if the cancer had spread.

May 26, -- Devicor Medical Products Inc. Devicor currently provides distribution and marketing services to Neoprobe for the gamma detection systems covered by this agreement. The sale is subject to approval by Neoprobe's shareholders and is expected to close shortly after the shareholders' meeting in August.

Buffalo Grove, Ill. Devicor, headquartered in Cincinnati, Ohio, has more than employees and sells products in more than 50 countries around the world. It is committed to advancing technology to help clinicians accurately diagnose breast disease, such as breast cancer, through minimally invasive procedures.

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Neoprobe leaves the surgeon free to focus on the patient and procedure by providing a quick, easy startup with no calibration, no preventative maintenance, and one-touch remote count functionality from within the sterile field. From Neoprobe-exclusive console and probe features to rapid and convenient service and full-time customer support, no other device delivers the combined value of the Neoprobe GDS. Next generation dual vacuum-assisted biopsy platform putting information, ease, and clinical reassurance at your fingertips.

Devicor currently provides distribution and marketing services to Neoprobe for the gamma detection systems covered by this agreement. This transaction allows Neoprobe to strategically focus its expertise, competencies and resources in the radiopharmaceutical space and, in doing so, become a pure-play specialty pharmaceutical company where attractive valuations can be realized for our shareholders. Devicor, the parent corporation of Mammotome, is a fast-growing global company dedicated to acquiring and growing healthcare companies.

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Lymphatic mapping and sentinel lymphadenectomy is becoming an important surgical technique for assessing axillary status in breast cancer. Moreover, excision of the sentinel node provides a specimen for focused histopathologic analysis and experimental studies using sensitive immunohistochemical techniques and even reverse transcriptase polymerase chain reaction, which may improve detection of axillary metastases. Because definitive follow-up data are not yet available, intraoperative lymphatic mapping and sentinel lymphadenectomy should be considered an experimental staging adjunct rather than a therapeutic modality.

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James Cancer Hospital and Richard J. The concept of radioguided surgery, which was first developed some 60 years ago, involves the use of a radiation detection probe system for the intraoperative detection of radionuclides. The use of gamma detection probe technology in radioguided surgery has tremendously expanded and has evolved into what is now considered an established discipline within the practice of surgery, revolutionizing the surgical management of many malignancies, including breast cancer, melanoma, and colorectal cancer, as well as the surgical management of parathyroid disease.

A gamma probe is a handheld device containing a scintillation counterfor intraoperative use following injection of a radionuclideto locate sentinel lymph nodes by their radioactivity. Gamma probes are also used for RSL radioactive seed localizationto locate small and non- palpable breast lesions. The sentinel node market experienced high growth in the early and mid 90's starting with melanoma sentinel node surgical search and breast cancer sentinel node staging; both are currently considered standards of care.

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