EXHIBIT10.49DISTRIBUTIONAGREEMENT WITH HT HOSPITAL TECHNOLOGIES GmbHThis DISTRIBUTION AGREEMENT (“Agreement”) effective between CytoCore, Inc. (“CytoCore”), acorporation organized and existing under the laws of the State of Delaware, United States ofAmerica whose principal address is 414 N. Orleans, Chicago 60601 and HT Hospital TechnologiesGmbH (“Distributor”), organized and existing under the laws of Switzerland, whose principaladdress is Kernserstrasse 31 — 6061 Sarnen — Switzerland. Distributor and CytoCore maysometimes be referred to herein individually as a “party” or collectively as the “parties.”IN CONSIDERATION of the mutual promises and payments contained herein the parties heretoagree as follows:1. APPOINTMENT OF DISTRIBUTOR.   CytoCore hereby appoints Distributor as the exclusive Distributor in Switzerland(“Area”) of the products set forth on Schedule A annexed hereto as of the date hereofand such other products (if any) as may be added to the said Schedule by mutualagreement (“Products”). CytoCore may delete any Products from Schedule A at any timein its sole discretion upon written notice to Distributor. 2 SUPPLY OF PRODUCTS a. CytoCore or its designee shall sell and Distributor shall purchase such quantities ofProducts (as are agreed herein) for sale in the Area. CytoCore may from time to timechange the source of supply of Products and, if CytoCore or its designated suppliershall discontinue the manufacture, sale or promotion of any Product, CytoCore shalldelete such Product Schedule A and cease selling the Product to Distributor. Distributorshall be entitled to continue selling such Product in the Area until such time as thestocks of such Product held by Distributor have been exhausted unless CytoCore advisesDistributor to return such inventory to Cytocore. b. CytoCore or its designee shall sell and Distributor shall purchase Products atprices established in accordance with Schedule A. c. Risks for Products shall pass to Distributor when Products are delivered into the Areacovered by this agreement and Distributor shall thereafter be responsible for any damageto or loss of Products. Distributor shall notify CytoCore of the details of anyincorrect delivery or of any damage to or shortage in any delivery within eight (8)working days of the receipt thereof by Distributor. Title in and to the Products shallpass to Distributor upon receipt of the Products by Distributor in accordance withclause 2(e) of this Agreement. d. Distributor shall not knowingly re-export or sell Products for sale outside the Areawithout the prior written consent of CytoCore, except that nothing in this
 

 
  Agreement shall prevent Distributor from accepting unsolicited orders from outside theArea for the Products, as long as there is no exclusive distributor for the Area. e. Distributor shall pay the price stated on the invoice by prepayment or a net 60 days on openaccount for the Initial Term (as defined below at clause 6a). Distributor shall make paymentto CytoCore in the currency of Euros (€) at such place as CytoCore shall from time to time inwriting. f. Distributor shall not be entitled by reason of any set off, counter claim, abatement, orother similar deduction to withhold payment of any invoiced amount due to CytoCore. IfDistributor fails to pay by the due date any amount payable by it under this Agreement,CytoCore shall be entitled, but not obliged, to charge Distributor interest on the overdueamount payable by Distributor immediately on demand, from the due date up to the date ofactual payment, after as well as before judgment at the rate of 1/2 per cent per annum abovethe base rate for the time being of (8%), and fixed sum compensation under the Late Payment ofCommercial Debts Regulations 2002. Such interest shall accrue on a daily basis and becompounded quarterly. CytoCore may increase the Base Rate to reflect then market conditions. g. During the term of this Agreement Distributor shall provide CytoCore every quarter with awritten twelve (12) month forecast containing its best estimates of the number of units ofeach Product which will be required by Distributor, the production and delivery of which shallbe subject to approval by CytoCore (“Forecast”). The Forecast for the immediate next three (3)months shall be binding on Distributor. If notice of termination of this Agreement has beenserved by either party in accordance with the terms of this Agreement, the Forecast shall bebinding on Distributor until such time as this Agreement terminates. h. Distributor shall submit written purchase orders to CytoCore or its designee stating boththe quantities of Products to be purchased and delivery schedules therefore in accordance withthe purchasing procedures mutually agreed upon by CytoCore and Distributor from time to time.CytoCore, upon acceptance of the purchase order from Distributor, shall use its reasonableendeavors to deliver or cause to be delivered to Distributor the quantities of Products setforth in such purchase orders at the times specified therein. 3. SALVAGE OF DAMAGED GOODS   CytoCore shall have the full right under the Distributor’s insurance policies to possessionof any of the Products involved in any loss or damage and shall control the possession ofany such Products, even if full payment of same already has been made by Distributor toCytoCore. For the duration of this Agreement, Distributor shall maintain insurance inrespect of the Products. CytoCore,exercising its reasonable discretion, shall be the sole judge as to whether Products
 

 
  involved in any loss or damage under the Distributor’s policies are fit for consumption orsale, or shall be sold or otherwise disposed of. Where payment for Products already hasbeen made by Distributor, Distributor, after deduction of salvage expenses, shall beentitled to all proceeds below the policy retention or deductible. Under no circumstancesmay Distributor release Products involved in any loss or damage to the insurer withoutCytoCore’s prior written approval. 4. RETURN OF MERCHANDISE TO CYTOCORE   CytoCore shall be obliged to accept the return of the Products from Distributor onlyaccording to the policy set forth in Schedule B attached hereto. 5. DISTRIBUTION AND PROMOTION OF PRODUCTS a. During the first (six) 6 months of this Agreement from the Effective Date (“ImplementationPeriod”), and annually thereafter, the parties shall work together and provide the other partywith all reasonable assistance and information in order to produce a business plan in respectof the Products including, without limitation, minimum purchase requirements (Schedule A) forthe Products in the Area, pricing of Products advertising and marketing expense committed byeach party and any other aspect relevant to the distribution, sale and promotion of theProducts in the Area (“Business Plan”). For this purpose, the parties shall meet no later thanone (1) month prior to the end of the Implementation Period, and thereafter annuallythereafter for the duration of this Agreement, as amended or extended at a mutually convenienttime and location, to review the Business Plan. b. The parties will agree on minimum purchase requirements to apply during the ImplementationPeriod, based on current realistic sales trends as at the Effective Date for the Products (orsimilar or competing products) in the Area. No later than one (1) month prior to the end ofthe Implementation Period the parties will meet to discuss the minimum purchase requirementsof Distributor for the Products for the following twelve (12) month period following theImplementation Period. Within seven (7) days of such meeting, the parties will negotiate ingood faith the level of minimum purchase requirements for the Products for the followingtwelve (12) months (“Yearly Commitment”) and within seven (7) business days shall agree on theparties’ respective knowledge of the marketplace in general. Subsequent year volumecommitments will be agreed upon in writing by both parties, no later than the end of eachtwelve (12) months of this Agreement. In the event the parties fail for any reason to agree onminimum purchase requirements for the Products for any calendar year, the minimum purchaserequirements for such year shall be deemed to be the same as those established or deemedhereby to be established for the preceding calendar year, or the same as the actual sales insuch preceding calendar year if greater, increased in each case by 100% of the prior twelvemonth’s sales. The attainment of such minimum purchase requirements shall be an essentialcondition to the continuation of this Agreement,
 

 
  and failure shall constitute for CytoCore the right, but without the obligation toCytoCore to terminate this Agreement pursuant to clauses 14(b). c. Distributor shall use its best efforts to create and maintain a market for and to increasethe sales or Products in the Area, shall provide at its sole expense an organization for thecontinuous sale, promotion and distribution of the Products throughout the Area, and shallsell, ship, and invoice the Products to purchasers in the Area. In the Area, Distributor shalluse its own sales force to sell, promote and distribute the Products. Distributor may notsell, promote or otherwise distribute any products which compete either directly or indirectlywith the Products and Distributor shall not establish any branch, or maintain any distributiondepot, outside of its Area for the sale of the Products. CytoCore shall not be obligated toprovide any resources to Distributor for the obligations set out in this clause except forinitial Product training to the Distributor’s sales force and the provision of appropriatemarketing materials. d. Distributor shall maintain a minimum inventory of Products not less than three (3) months asset forth in the Forecast, as amended from time to time. e. CytoCore or its designee shall have the right to inspect and audit at all reasonable timesand by previous agreement with Distributor, Distributor’s inventory of the Products and anydata related to CytoCore’s business and/or the Products. 6. Term a. This Agreement shall begin on the Effective Date and shall continue in effect, unless soonerterminated as provided herein, for a period of four (4) years (Initial Term@). At the end ofthe Initial Term this Agreement will be automatically extended for a further (three) yearsunless one of the parties has advised the other in writing at least twelve (12) months priorto expiration of the Initial Term that it intends to terminate this Agreement. b. In addition to the right of termination granted by Clause 14, CytoCore shall have the rightto terminate this Agreement at any time prior to the expiration of its term upon sixty (60)days’ prior this Agreement should Distributor shall fail to attain the annual minimum purchaserequirements referred to in clause 5a. above and shall take effect immediately unlessotherwise agreed by CytoCore. Distributor shall notify CytoCore as soon as Distributor becomesaware that that the annual minimum purchase requirements are unlikely to be attained. For thefirst full calendar year of this agreement a mutually agreed range for the value of purchaseswill be established by the end of the first quarter. This minimum-maximum range will be agreedby Distributor and CytoCore and relate to purchases for the remaining three-quarters of thefirst calendar year. In the event CytoCore terminates this Agreement before the end of theInitial Term, CytoCore shall repurchase from Distributor the inventory of Products at pricesprevailing at the start of the calendar year in which such Products are to be repurchased by
 

 
  CytoCore. Such inventory of Products must be in saleable condition and have at least (12)months shelf life before expiration. c. In addition to such other rights of termination granted by clause 14, CytoCore shall havethe right to terminate of this Agreement at any time if the continued performance under thisAgreement becomes impractical due to the enactment of, or threatened enactment of, anyordinance, statute, regulation, law or similar provision by any local, state or nationalgovernment. This Agreement shall terminate sixty (60) days after the date of written notice byCytoCore to Distributor. 7. INTELLECTUAL PROPERTY a. Distributor acknowledges and agrees that CytoCore or its Affiliate are the owners of allIntellectual Property Rights incorporated on, in or relating to the Products. For the purposesof this Agreement, “Intellectual Property Rights” includes all intellectual property rightsincluding (without limitation) patents, supplementaryprotection certificates, pending patents, utility models, trade marks, databaserights, rights in designs, copyrights and topography rights (whether or not any of theserights are registered, and including applications and the right to apply forregistration of any such rights) and all inventions, know-how, trade secrets, techniquesand confidential information, and all rights and forms of protection of a similar natureor having equivalent or similar effect to any of these which may subsist anywhere in theworld, in each case for their full term, and together with any renewals or extensions.Distributor acknowledges that it neither has nor shall secure by this Agreement or byits acts during the term of this Agreement any right to any Intellectual Property Rightsincorporated on, in or relating to the Products. Distributor agrees that title to andthe right to use all such Intellectual Property Rights incorporated on, in or relatingto the Products shall at all times be vested in CytoCore or its Affiliates whether ornot such Intellectual Property Rights incorporated on, in or relating to the Productsbecome vested in Distributor, Distributor hereby assigns to CytoCore, including by wayof present assignment of present and future rights, with full title guarantee, anyIntellectual Property Rights incorporated on, in or relating to the Products, togetherwith all of the goodwill associated therewith to hold the same unto CytoCore, itssuccessors in title and assigns. b. Distributor shall make no use of Intellectual Property Rightsin or relating to the Products as part of or in conjunction with or in relation to orassociated with Distributors company name, commercial name, tradename, corporate name,divisional name, subsidiary name, nickname, translated name, transliterated name, tradingstyle, or similar name (hereinafter referred to as (“...”).
 

 
c. Distributor shall comply, at all times, with such rules and regulations as CytoCore mayissue with respect to the reproduction or reference to any Intellectual Property Rightsincorporated on, in or relating to the Products. In particular, Distributor shall ensurethat on all advertising and promotional materials to be used and/or prepared by Distributorrelating to the Products, the symbol ® shall be used in conjunction with any registeredtrade marks or service marks owned by CytoCore or “TM” in the cast of any unregisteredtrade marks owned by CytoCore. d. Distributor shall make no use of any Intellectual Property Rights incorporated on, in orrelating to the Products without CytoCore prior to written consent on Distributor’s materialsuch as, but not limited to, advertising, stationery, bills, business forms, calling cards, orreal property signs. e. Distributor shall not use any of CytoCore’s trade marks in any way which would tend to allowthem to become generic, lose their distinctiveness, become liable to mislead the public, or bematerially detrimental to or inconsistent with the good name, goodwill, reputation and imageof CytoCore or any Affiliate and shall use its best endeavors not to do anything which wouldbring into disrepute CytoCore, the Products or any of CytoCore’s trade marks. f. Distributor shall not adopt or use any trade mark, symbol or device which incorporates or isconfusingly similar to, or is a simulation or colorable imitation of any of CytoCore’s trademarks or unfairly competes with any of CytoCore’s trade marks. Distributor shall not any time,whether during or after termination of this Agreement, apply anywhere in the world to registerany trade marks identical to or so nearly resembling any of CytoCore’s trade marks as to belikely to deceive or cause confusion. g. If Distributor believes or becomes aware that third parties are infringing any IntellectualProperty Rights incorporated on, in or relating to the Products or are passing-off theirproducts as products of CytoCore or of any of its Affiliates or of any allegation that theIntellectual Property Rights incorporated on, in or relating to the Products infringe theIntellectual Property Rights of a third party, Distributor shall notify immediatelyDistributor shall not, without the prior written consent of CytoCore, take any action inrespect thereof, informal or formal, including but limited to making any admission notifyingothers or of bringing any legal proceedings or entering into any administrative proceedingsagainst any such alleged infringement or passing off. Distributor shall co-operate fully withCytoCore or its Affiliates in the preparation or prosecution of any legal proceeding oradministrative proceeding and shall be reimbursed by CytoCore for its reasonable costs. h. CytoCore may defend or initiate proceedings against unauthorized use ofCytoCore’s Intellectual Property Rights incorporated on, in or relating to the Products andshall, in its sole discretion, decide what action (including litigation, arbitration orcompromise), if any, to take in respect of any infringement or
 

 
  alleged infringement of any of the Intellectual Property Rights incorporated on, in orrelating to the Products or any other claim or counterclaim brought or threatened inrespect of the Intellectual Property Rights incorporated on, in or relating to theProducts. CytoCore shall not be obliged to bring or defend any proceedings, whether forinfringement or otherwise in relation to any of Intellectual Property Rights incorporatedon, in or relating to the Products, if it decides in its absolute discretion not do so. Inthe event that Distributor is charged with any infringement of the Intellectual PropertyRights of any third party as a consequence of the necessary activities of Distributorhereunder and Distributor notifies CytoCore fully and promptly in writing thereof, CytoCoreagrees to defend Distributor in any action taken against it based upon such infringementand to indemnify Distributor in respect of all costs, claims, demands and expensesassociated therewith; provide however, CytoCore shall have the sole conduct of such claimsand shall have the right to require Distributor to discontinue the acts complained of andto cancel the rights granted by this Agreement in respect thereof. i. In any infringement proceedings which are brought by CytoCore, CytoCore shall be entitled toclaim in respect of any loss suffered or likely to be suffered by the Distributor, and anycosts or damages awarded in respect of such claim shall first be applied to satisfy CytoCore’scosts and expenses and shall then be apportioned between CytoCore and Distributor inaccordance with their respective losses. j. Distributor shall, on CytoCore’s reasonable request, give to CytoCore or its authorizedrepresentative any information as to its use of Intellectual Property Rights incorporated on,in or relating to the Products which may require and will render any reasonable assistancerequired at reasonable cost in maintaining resignations of the Intellectual Property Rightsincorporated on, in or relating to the Products. 8. ADVERTISING AND PROMOTION OF PRODUCTS a. As part of the Business Plan to be produced in accordance with clause 5a, CytoCore shall fromtime to time deliver advertising, promotional and instructional programs for the Products.Such programs may be modified in CytoCore in its sole discretion at any time. Advertisementsand the media in which it is to be used, as well as all promotional and instructionalmaterials to be used, must be approved in advance in writing by CytoCore. Distributor shall atits sole expense distribute all promotional and instructional materials supplied by CytoCorefrom time to time. Distributor shall be free to utilize advertising as is reasonably necessaryto promote the sale of the Products in the Area, however any advertising by Distributor withregard to the Products shall be conducted with prior approval in writing by CytoCore. b. CytoCore recognizes that Distributor may from time to time request authorization in writingfrom CytoCore to use the Intellectual Property Rights on, in or relating
 

 
  to the Products. CytoCore grants a non-exclusive royalty-free license to Distributor to usein the Area the Intellectual Property Rights on, in or relating to the Products for thepurposes only of fulfilling any orders made pursuant to this Agreement, and performing itsobligations under this Agreement. Distributor shall provide CytoCore, for CytoCore’s priorwritten approval, copies of any materials to be used and/or prepared by Distributor on orin relation to the Products. The right of Distributor to use such Intellectual PropertyRights on, in or relating to the Products may unilaterally be revoked by CytoCore at anytime and Distributor shall immediately stop such use upon receipt of notification fromCytoCore. 9. RECORDS, REPORTS, AND INSPECTION Within fifteen (15) days after the last day of eachcalendar month Distributor shall furnish a report to CytoCore in such form as CytoCore mayfrom time to time specify covering Distributor’s performance under this Agreement during theprevious calendar month. Distributor shall keep true and correct books of account in whichshall be entered contained in any of said reports. CytoCore or its designee shall have theright at any reasonable time to inspect and examine such data, records and books of accountand Distributor’s inventory of Products, samples and product literature, and records relatingto Products. Review of the Distributor’s books shall be done by a reputable independentauditing company that is acceptable to both parties necessary information to permitDistributor to furnish the data to be 10. LEGAL MATTERS a. Distributor shall notify CytoCore of all laws, regulations, or decrees relating to thepurchase, sale and importation, if applicable, of Products and to the carrying the terms ofthis Agreement and of any transactions contemplated hereby. b. The formulae, ingredients or specifications for Products may be changed at any time byCytoCore at the sole discretion of CytoCore when such changes are deemed necessary for anyreason satisfactory to CytoCore. When necessary for the maintenance of any applicableregistrations, approvals, or consents, CytoCore shall inform Distributor of such changes. c. Distributor shall promptly send to CytoCore any data, report or information regardingProducts which may come to Distributor’s attention in the Area during the term of thisAgreement and shall report promptly to CytoCore any unexpected or serious adverse reactionswhich arise in patients using Products. The person to contact with respect to any suchreactions is Richard Domanik, President, or his successor. Should it be necessary, during theterm of this Agreement, to recall the Products due to an error imputable to the manufactureof the Products, or to any third party who handled, worked with or gave advice in respect ofthe Products or for any other reason, Distributor shall cease selling such Products in theArea and shall provide CytoCore with all reasonable assistance to recall any such Productsand shall, at all terms, act in accordance with CytoCore’s directions
 

 
d. Distributor understands that the Business Code of Conduct of CytoCore and its Affiliatesdictates that all of the Products are sold only on the basis of quality, service, price andother legitimate marketing attributes, only to duly licensed and authorized parties andthat the payment of bribes for any purpose has no place in CytoCore’s business and itsabsolutely prohibited. Distributor represents and warrants that it will not engage in anyconduct which is in violation of any applicable law in the Area, the United States ForeignCorrupt Practices Act, or any other applicable laws or regulations. e. CytoCore may in its sole discretion decide to cease the distribution of any of the Productsby Distributor in the Area in circumstances where it appears to CytoCore, acting reasonably,that any of the Products may, for whatever reason, be injurious to health or unfit for humanconsumption or where the continued sale of a Product would be inconsistent with the principlesand standards applicable to good food production. The costs associated with any Product recall(including, for the avoidance of doubt, the cost of any of the Products and the costs involvedin recalling any of the Products) will be borne by CytoCore. If either party becomes aware ofany circumstances which may require the distribution of any of the Products to be suspendedunder this clause 10f, it shall immediately notify the other party of such circumstances.Distributor shall execute any documents and do all such acts and things in accordance with thereasonable directions of CytoCore to assist with the recall of any Products. CytoCore shall,in its sole discretion, determine when the distribution and sale of the affected Product canrecommence. In the event of a recall, the agreed minimum purchase levels will be reviewed bymutual consent. 11. FORCE MAJEURE Neither CytoCore, nor its Affiliates, or their suppliers shall. beliable for any failure or delay in the delivery of Products occasioned in whole or in part byforce majeure, Act of God, strike, lockout, fire, inability to obtain materials or shippingspace, boycott, breakdown, war, terrorism, civil commotion, destruction of plant, delay ofcarrier, any governmental act, requirement, or regulation, or any other cause beyond itscontrol. IN NO EVENT WILL CYTOCORE BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES DUE TO ANYSUCH CAUSE. 12. RELATIONSHIP OF PARTIES The relationship between CytoCore and Distributor is andduring the term hereof shall be that of the seller and purchaser. Distributor, its agents andemployees are not the legal representatives, employees or agents of CytoCore for any purposeand have no right or authority to assume or create, in writing or otherwise, any obligation ofany kind, express or implied, in the name of or on behalf of CytoCore. Distributor shall makenot representation inconsistent with the foregoing during or after termination of thisAgreement. 13. OTHER OBLIGATIONS OF DISTRIBUTOR
 

 
a. Distributor shall not market or sell, distribute or promote any product comparable to orcompetitive with any Product covered by this Agreement. Distributor may request theCytoCore’s prior written approval. The notice shall specify the source and name of suchproduct and include a full and complete description of the nature, characteristics, anduses of such product. b. Distributor shall maintain in confidence and not use except for purposes of this Agreementany confidential information furnished to it by CytoCore including information contained inany report furnished by Distributor hereunder, all confidential Product information and alladvertising programs and plans. Distributor shall impose the same obligation upon itsemployees and agents, including advertising agencies. Such obligation will not apply inrespect of any information which was already in the public domain; or is already known toDistributor or which Distributor acquired from a third party who has the free right todisclose the information to them. c. Distributor shall maintain in confidence and not use except for purpose of this Agreement anyConfidential Product Information and all advertising programs and plans. Distributor shallimpose the same obligation upon its employees and agents, including advertising agencies. Suchobligation will not apply in respect of any information which was already in the publicdomain; or is already known to Distributor or which Distributor acquired from a third partywho has the free right to disclose the information to them. d. Inasmuch as the laws of particular countries mandate the use of specified ingredients, formsof labels and instructions for use, the precise requirements for which vary from country tocountry and also frequently differ even as between lines of trade in the same country,Distributor shall resell Products only to purchasers as to whom Products meet all local legalrequirements and shall not sell Products to any purchaser that Distributor has reason tobelieve may resell them otherwise than as provided herein. e. CytoCore will not accept any return Products for credit unless (1) Distributor has firstobtained CytoCore’s authorization in writing to return such Products in saleable condition andDistributor prepays the return freight, or (2) packaging for the Products is defective, orDistributor becomes aware that the Products are defective, and notice of such defect isreceived by CytoCore from Distributor within thirty (30) days of delivery of such Products toDistributor. 14. TERMINATION FOR CAUSE a. Subject to clause 6 of this Agreement, failure by any party to comply with any of itsmaterial obligations hereunder shall entitle the other party to give the party in defaultnotice requiring it to make good such default. If such default be cured within sixty (60) daysafter such notice, the notifying party shall be entitled (without prejudice to any of itsother rights conferred on it by this Agreement or
 

 
  By Law) to terminate this Agreement by giving written notice to take effect immediately.The cure period shall not apply to default under Sub-sections 2 and four. b. CytoCore may (without prejudice to any of its other rights conferred on it by this Agreementby law) terminate this Agreement forthwith by giving notice to such effect in the event.   (1) of war, insurrection, invasion or extended civil commotion in the Area,   (2) that Distributor or any part of its assets is acquired by or otherwise comes under thedirect or indirect control of any third party (governmental, private or public) other thanthe present owners, or   (3) that Distributor becomes insolvent or any insolvency proceedings are instituted by oragainst it, or   (4) that Distributor engages in illegal activities or conduct which CytoCore deems todamage the commercial reputation of either CytoCore or Distributor or   (5) of any breach by Distributor of any of the provision of Clause 10, 13 (b) (c), or (d)above, or   (6) of any failure to attain the minimum purchase requirements referred to in clause5b of the Agreement or   (7) of any failure to make the expenditures for advertising and promotion agreed to inclause 8 above, or   (8) that Distributor knowingly without CytoCore’s prior written consent, re-exports orsells the Products outside the Area (but excluding any re export or sale of the Productsoutside the Area by Distributor in response to unsolicited orders), or   (9) Distributor challenges the validity of any of CytoCore’s trade marks.   (10) Distributor, without CytoCore’s prior written consent, sells, promotes, or otherwisedistributes products which compete either directly or indirectly with the Products. c. The parties hereby agree that any of the above-mentioned events will constitute just causefor termination as provided in this clause 14. 15. UPON TERMINATION OR EXPIRATION a. CytoCore or its designee may, by giving Distributor written notice within
 

 
  Ninety (90) days following the expiration or termination of this Agreement, purchases fromDistributor any part of all or Products not theretofore sold by Distributor, at a price,payable in such currency as CytoCore shall determine, equal to the sum of the purchaseprice paid by Distributor plus the actual cost of shipment and importation of suchProducts, against which amounts due from Distributor may be applied. Such Products must bein saleable condition and have at least 12 months shelf life remaining.   Upon such purchase or upon the expiration of two (2) months from the aforesaid expirationor termination, Distributor shall cease to display or use any Intellectual Property Rightson, in or relating to the Products or signs, labels or other indications identifyingDistributor or any products in any way with CytoCore and shall deliver to CytoCore allprinted material, including advertising, promotional and instruction material, and alllabels and packages, relating to Products, together with all samples, parts, tools, orother equipment relating to Products that CytoCore may have furnished free of charge (otherthan for shipping and import costs) to Distributor and together with all records ofDistributor’s sales necessary for CytoCore to ascertain any outstanding guaranteeobligations thereunder. b. Following any expiration or termination of this Agreement, Distributor shall immediatelycease to make any use of the Intellectual Property Rights on, in or relating to the Productsin any way. c. Immediately upon termination or expiration of this Agreement, Distributor shall cease in anymanner whatsoever to make any reference to its former role as the Distributor of the Products. d. Upon the expiration of this Agreement all rights granted or obligations undertaken hereundershall terminate forthwith except rights and obligations which arose prior to such expirationor termination and those set forth in clauses 7, 8, 9, 10, 15, 16, and 21, and in sub-classes13(b), (c) and (d). Neither CytoCore or Distributor shall incur any liability to the other byreason of the expiration or termination of this Agreement as provided herein, nor for itsnon-renewal, whether for loss of goodwill, anticipated profits or otherwise, and CytoCore andDistributor shall accept all rights granted and all obligations assumed hereunder includingthose in connection with such expiration or termination in full satisfaction of any claimresulting from such expiration or termination. e. The acceptance of any order form or the sale of any Products to Distributor, after theexpiration or termination of this Agreement shall, unless otherwise specified, be subject toall the pertinent terms of this Agreement but shall not be construed as a renewal or extensionof this Agreement nor as a waiver of termination thereof.
 

 
16. INDEMNIFICATION a. Distributor agrees to indemnify and hold harmless CytoCore, its Affiliates and theirrespective directors, officers, and employees against any and all claims, demands,proceedings, losses, costs, and expenses which may be brought against or suffered or incurredby CytoCore, its Affiliates or its or their respective directors, officers, and employees, inconsequence of any error, mistake, acts, omissions, or negligence on the part of Distributoror any of its employees or agents, in storing, selling, promoting, or distributing any of theProducts. b. CytoCore agrees to indemnify and hold harmless Distributor, its affiliates, and itsdirectors, officers, and employees, against any and all claims, demands, proceedings, losses,costs, expenses which may be brought against or suffered or incurred by Distributor, itsaffiliates, or its directors, officer, and employees, in consequence of any error, mistake, ornegligence on the part of CytoCore or any of its employees or agents, in promoting, ormanufacturing any of the Products. CytoCore’s liability to Distributor as an indemnificationis limited to an amount no greater than 1.5 times the net sales of Distributor arising fromthe sale of the Product regarding which such default shall have resulted under this agreement(directly or through the designated sub-Distributors) during the preceding contractual year,being those sales calculated on the basis of end-user prices. CytoCore shall not, in anyevent, CytoCore shall not be liable for indirect or consequential losses, special charges,loss of profit or loss of reputation or goodwill. Distributor shall have no right to anindemnity under this clause 16b to the extent that the negligence of Distributor, or itsemployees or agents has contributed to the loss, liability or cost for which Distributor isclaiming an indemnity. c. It shall be a condition of any obligation to defend, indemnify and hold harmless hereunderthat the party seeking indemnification (i) promptly notify the party from whichindemnification is sought of the assertion of any claim to be covered, (ii) permit theindemnifying party to assume and control the defense thereof, and (iii) co-operate fully insuch defense. d. Nothing in this Agreement shall in any way exclude or limit either party’s liability fordeath or personal injury. 17. ASSIGNMENT a. CytoCore may assign all or any part of this Agreement to any Affiliate. Subject clause 17b.below, in all other respects this Agreement and the distributorship and/or sub-distributorshipshall be non-assignable. Any non-permitted assignment shall be void. b. Distributor may, with CytoCore’s prior written consent, appoint agents for the
 

 
distribution, sale and promotion of the Products provided that:  (1) no such sub-license shall relieve Distributor of any of its obligations underhis Agreement.  (2) Distributor shall ensure that any sub-licensee agrees to be bound by theterms of this Agreement, and  (3) such sub-licensee shall only be used to supplement the existing structure ofCytoCore’s business and not for the purposes of creating other opportunities forDistributor.18. NOTICES Any notice or report pursuant to this Agreement shall be deemed duly given ifsent by prepaid registered mail letter (air mail, if sent overseas), or facsimile addressed tothe party at the address or fax number, as applicable, set forth at the beginning of thisAgreement, or to such other address or fax number as shall have been furnished in writing. 19. SEVERABLE CONDITIONS/UNENFORCED PROVISIONS a. Any provision of this Agreement held to be void, invalid, or unenforceable, will beconstrued as severable and will not in any way affect render void, invalid, or unenforceableany other provision of this Agreement, and this Agreement will be carried out as if suchvoid, invalid, or Unenforceable provision was not a part of this Agreement. b. Failure by any party to exercise any right given in this Agreement or to insist on strictcompliance by the other party of any obligation under this Agreement does not constitute awaiver of the Party’s right to later demand exact compliance with the terms of thisAgreement. 20. GOVERNING LAW The validity, construction and performance of this Agreement shall begoverned by and construed in accordance with the law of England and Wales. Each partyirrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Walesover any claim, dispute or matter arising under or in connection with this Agreement. 21. ENTIRE AGREEMENT This Agreement, including its Schedules, contains theentire understanding of the parties with respect to the matters herein contained and voidsall prior understandings, if any, between the parties with respect to the distribution ofthe Products. With the exception of changes that may be made by CytoCore at its solediscretion to Schedule A as set forth in clause 2 (a), the Agreement may be changed fromtime to time only by an instrument in writing signed by an officer of CytoCore and anauthorized representation of Distributor. 22. THIRD PARTY RIGHTS
 

 
a. Except as provide at clause 23b (or insofar as this Agreement otherwise expresslyprovides that a third party may in his own right enforce a term of this Agreement), aperson who is not a party to this Agreement has no right under the Contracts (Rights ofThird Parties) Act 1999 to rely upon or enforce any term of this Agreement but this doesnot affect any right or remedy of a third party which exists or is available apart fromthat Act. b. Any Affiliate may rely upon and enforce the terms of clause 16a. c. The decision of the Expert shall be final and binding on the parties. The costs of thereference to the Expert (including the costs of any expert appointed by him) and will beborne as agreed between the parties prior to making the reference or, failing such agreement,in accordance with the instructions of the Expert. d. Except for any party’s right to seek interim relief in the courts, no party may commencelegal proceedings while the dispute resolution procedures referred to in this clause 24 arebeing undertaken. 23. EXECUTION IN COUNTERPARTS This Agreement may be executed in one ormore counterparts, all of which should be considered one and the same agreement, andshould become a binding agreement when one or more counterparts have been signed by eachof the parties and delivered to the other party.   IN WITNESS WHEREOF the parties have executed this Agreement as of the date first abovewritten.               HT Hospital Technologies GmbH   CytoCore, Inc.                 By: /s/ Mr. Paolo Burg    By: /s/ Bob McCullough, Jr.    Name: Mr. Paolo Burg     Name: Bob McCullough, Jr.    Title:       Title: CFO  
 

 
SCHEDULE .APRODUCTS, PRICES, AND QUOTASWhether described generically or by reference to trade mark, only the products having the form andcomposition in which they are sold by CytoCore on the Effective Date, are intended to be includedin this Agreement.PricesFor the first calendar year from the Effective Date, prices to be charged for the Products byCytoCore to Distributor are as per attached appendix.Quotas 1. Annual Quotas o  Period  1. First 12 Months—150,000 Units  2. Second 12 Months—200,000 Units  3. Third 12 Months—250,000 Units 2. Terms o  Orders will be applied against the Annual Quota based on the netinvoice price of the Products ordered from and billed by Seller during thePeriod     Thereafter, the parties shall meet twelve (12) months after the date hereof during eachcalendar year of this Agreement to discuss and agree on any increase in prices to be charged forthe Products to Distributor by CytoCore. Prices may be changed at other times on agreement betweenthe parties, taking into account market conditions in the Area which have an effect on thedistribution, sale or promotion of the Products. Notwithstanding the foregoing, if prices can notbe agreed to by both parties acting in good faith, either party may terminate this Agreement uponsixty (60) days’ prior written notice.
 

 
SCHEDULE BA. CytoCore will only entertain claims for returned Products where same was originally purchasedfrom CytoCore. Proof of purchase must be provided upon request.B. Returned Products will be valued at the original sale price or the current price whichever islower.C. Full credit will only be given if CytoCore is notified within twelve (12) months prior toexpiry of the returned Product so that arrangements can be made for disposal prior to theProduct’s expiry date. This request is made in recognition of the fact that, in mostinstances, the Products are delivered with expiry dating in excess of one (1) year B twelve(12) months.   Credit for returned Products with a shelf life shorter than twelve (12) months beforeexpiration shall be from time to time discussed and quantified by mutual consent betweenCyotoCore and Distributor.D. In no instance will credit be given for Products which are returned because of insufficientsales except for the case CytoCore decides to terminate the Agreement.E. Credit will also be denied for Products which have not been stored in accordance withCytoCore’s instructions.F. It is not CytoCore’s policy to reimburse Distributor damaged Products but each case will bereviewed at CytoCore’s sole discretion in light of any special circumstances that maynecessitate special consideration.   CytoCore Sales Representative will inspect all expired or damaged Products and will issue aPreliminary Credit Report which will be referred to his/her immediate Supervisor for finalapproval.   Destruction of all expired and/or damaged Products is to be in accordance with the Food andDrugs ordinances within the Area and, if requested, witnessed by a CytoCore SalesRepresentative.
 

 
SCHEDULE CUNIT BY PRODUCT     ITEM DESCRIPTION UNIT PRICE  Soft PapTM Disposable TBD $5.00  Soft PapTM Reusable Handle TBD $12.00