Exhibit 10.46DISTRIBUTION AGREEMENTThis 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 **MUNDITER — IntercâmbioMundial de Comércio,**S.A. (“Distributor”), organized and existing under the laws of Portugal whoseprincipal address is at Av. Antonio Augusto de Aguiar, 138-1069-132Lisboa. Distributor andCytoCore may sometimes 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 hereto agree asfollows:1. APPOINTMENT OF DISTRIBUTOR.   CytoCore hereby appoints Distributor as the sole and exclusive Distributor in (“Area”) ofthe products set forth on Schedule A annexed hereto as of the date hereof and such otherproducts (if any) as may be added to the said Schedule by mutual agreement (“Products”).Except as provided in Clause 10 e below, CytoCore may delete any Products from Schedule Aat any time in its sole discretion upon ninety (90) days prior written notice toDistributor. 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 time changethe source of supply of Products and, if CytoCore or its designated supplier shall discontinuethe manufacture, sale or promotion of any Product, CytoCore shall delete such Product ScheduleA and cease selling the Product to Distributor upon ninety (90) days prior written notice.Distributor shall be entitled to continue selling such Product in the Area until such time asthe stocks 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 at pricesestablished 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 damage to orloss of Products. Distributor shall notify CytoCore of the details of any incorrect deliveryor of any damage to or shortage in any delivery within ten (10) working days of the receiptthereof by Distributor. Title in and to the Products shall pass to Distributor upon receipt ofthe Products by Distributor in accordance with clause 2(e) of this Agreement. d. Distributor shall not knowingly re-export or sell Products for sale outside the Area
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  without the prior written consent of CytoCore, except that nothing in this Agreement shallprevent Distributor from accepting unsolicited orders from outside the Area for theProducts, as long as there is no exclusive distributor for the Area. e. Distributor shall pay the price stated on the invoice by a net ninety (90) 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. CytoCore may direct Distributor to make payment through wire transfer, in which caseCytoCore shall provide Distributor with wire transfer instructions. 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 two (2%) per cent per annumabove the US prime rate of interest offered by CitiBank to its preferred customers and fixedsum compensation under the Late Payment of Commercial Debts Regulations 2002. Such interestshall accrue on a daily basis and be compounded quarterly. CytoCore may increase the BaseRate 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 whichshall be subject to approval by CytoCore (“Forecast”). The Forecast for the immediate nextthree (3) months shall be binding on Distributor. If notice of termination of this Agreementhas been served by either party in accordance with the terms of this Agreement, the Forecastshall be binding 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 accordancewith the purchasing procedures mutually agreed upon by CytoCore and Distributor from time totime. CytoCore, upon acceptance of the purchase order from Distributor, shall use itsreasonable endeavors to deliver or cause to be delivered to Distributor the quantities ofProducts set forth 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 topossession of any of the Products involved in any loss or damage and shall control thepossession of any such Products, even if full payment of same already has been made byDistributor to CytoCore. For the duration of this Agreement, Distributor
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  shall maintain insurance in respect of the Products and, if possible after consulting itsinsurance company, will list CytoCore as a named insured on the face of the insurancepolicy. CytoCore, exercising its reasonable discretion, shall be the sole judge as towhether Products involved in any loss or damage under the Distributor’s policies are fitfor consumption or sale, or shall be sold or otherwise disposed of. Where payment forProducts already has been made by Distributor, Distributor, after deduction of salvageexpenses, shall be entitled to all proceeds below the policy retention or deductible. Underno circumstances may Distributor release Products involved in any loss or damage to theinsurer without CytoCore’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 annually for theduration of this Agreement, as amended or extended at a mutually convenient time 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 agreeon minimum 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
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  greater, increased in each case by 10% over the prior twelve months’ sales. Theattainment of such minimum purchase requirements shall be an essential condition to thecontinuation of this Agreement, and failure shall constitute for CytoCore the right, butwithout the obligation to CytoCore to terminate this Agreement pursuant to clause 14(b)(6). c. Distributor shall use its best efforts to create and maintain a market for and to increasethe sales of 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 two (2) years (“Initial Term”). At the end ofthe Initial Term this Agreement will be automatically extended for a further three (3) yearsunless one of the parties has advised the other in writing at least 12 (twelve) 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 written notice should Distributor 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. Forthe first full calendar year of this agreement a mutually agreed range for the value ofpurchases will be established by the end of the first quarter. This minimum-maximum rangewill be agreed by Distributor and CytoCore and relate to purchases for the remainingthree-quarters of the first calendar year. In the event CytoCore terminates this Agreementbefore the
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  end of the Initial Term, CytoCore shall repurchase from Distributor the inventory ofProducts at prices prevailing at the start of the calendar year in which such Products areto be repurchased by CytoCore. Such inventory of Products must be in saleable conditionand 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 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 noticeby CytoCore 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) patients, supplementary protection certificates, pendingpatents, utility models, trade marks, database rights, rights in designs, copyrights andtopography rights (whether or not any of these rights are registered, and includingapplications and the right to apply for registration of any such rights) and all inventions,know-how, trade secrets, techniques and confidential information, and all rights and forms ofprotection of a similar nature or having equivalent or similar effect to any of these whichmay subsist anywhere in the world, in each case for their full term, and together with anyrenewals or extensions. Distributor acknowledges that it neither has nor shall secure by thisAgreement or by its acts during the term of this Agreement any right to any IntellectualProperty Rights incorporated on, in or relating to the Products. Distributor agrees that titleto and the 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 or not suchIntellectual Property Rights incorporated on, in or relating to the Products become vested inDistributor, Distributor hereby assigns to CytoCore, including by way of present assignment ofpresent and future rights, with full title guarantee, any Intellectual Property Rightsincorporated on, in or relating to the Products, together with all of the goodwill associatedtherewith to hold the same unto CytoCore, its successors in title and assigns. b. Distributor shall make no use of Intellectual Property Rights in or relating to the Productsas part of or in conjunction with or in relation to or associated with Distributor’s companyname, commercial name, tradename, corporate name, divisional name, subsidiary name, nickname,translated name, transliterated name, trading style, or similar name, c. Distributor shall comply, at all times, with such rules and regulations as CytoCore may issuewith respect to the reproduction or reference to any Intellectual Property Rights incorporatedon, in or relating to the Products. In particular, Distributor shall
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  ensure that on all advertising and promotional materials to be used and/or prepared byDistributor relating to the Products, the symbol ® shall be used in conjunction with anyregistered trade marks or service marks owned by CytoCore or “TM” in the cast of anyunregistered trade 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 at anytime, whether during or after termination of this Agreement, apply anywhere in the world toregister any trade marks identical to or so nearly resembling any of CytoCore’s trade marks asto be likely 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 of CytoCore’sIntellectual Property Rights incorporated on, in or relating to the Products and shall, in itssole discretion, decide what action (including litigation, arbitration or compromise), if any,to take in respect of any infringement or alleged infringement of any of the IntellectualProperty Rights incorporated on, in or relating to the Products or any other claim orcounterclaim brought or threatened in respect of the Intellectual Property Rights incorporatedon, in or relating to the Products. CytoCore shall not be obliged to bring or defend anyproceedings, whether for infringement or otherwise in
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  relation to any of Intellectual Property Rights incorporated on, in or relating to theProducts, if it decides in its absolute discretion not do so. In the event thatDistributor is charged with any infringement of the Intellectual Property Rights of anythird party as a consequence of the necessary activities of Distributor hereunder andDistributor notifies CytoCore fully and promptly in writing thereof, CytoCore agrees todefend Distributor in any action taken against it based upon such infringement and toindemnify Distributor in respect of all costs, claims, demands and expenses associatedtherewith; provide however, CytoCore shall have the sole conduct of such claims and shallhave the right to require Distributor to discontinue the acts complained of and to cancelthe 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 satisfyCytoCore’s costs and expenses and shall then be apportioned between CytoCore and Distributorin accordance 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 by 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 use in the Area theIntellectual Property Rights on, in or relating to the Products for the purposes only offulfilling any orders made pursuant to this Agreement, and performing its obligations underthis Agreement. Distributor shall provide CytoCore, for CytoCore’s prior written approval,copies of any materials to be used and/or prepared by Distributor on or in relation to theProducts. The right of Distributor to use such Intellectual Property Rights on, in or relatingto the Products may
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  unilaterally be revoked by CytoCore at any time and Distributor shall immediately stopsuch use upon receipt of notification from CytoCore. 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 sales by Product for each month. 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. 10. LEGAL MATTERS a. Distributor shall notify CytoCore of all Area’s laws, regulations, or decrees relating tothe purchase, sale and importation, if applicable, of Products and to the carrying the termsof this 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 and thatthe payment of bribes for any purpose has no place in CytoCore’s business and its absolutelyprohibited. Distributor represents and warrants that it will not engage in any conductwhich is in violation of any applicable law in the Area, the United States Foreign CorruptPractices Act, or any other applicable laws or regulations.
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e. CytoCore may in its sole discretion decide to cease the distribution of any of theProducts by Distributor in the Area if circumstances appear to CytoCore, acting reasonably,that any of the Products may, for whatever reason, be injurious to health or unfit forhuman use or where the continued sale of a Product would be inconsistent with theprinciples and standards applicable to good business practice., The costs associated withany Product recall (including, for the avoidance of doubt, the cost of any of the Productsand the costs involved in recalling any of the Products) will be borne by CytoCore. Ifeither party becomes aware of any circumstances which may require the distribution of anyof the Products to be suspended under this clause 10e, it shall immediately notify theother party of such circumstances. Distributor shall execute any documents and do all suchacts and things in accordance with the reasonable directions of CytoCore to assist with therecall of any Products. CytoCore shall, in its sole discretion, determine when thedistribution and sale of the affected Product can recommence. In the event of a recall, theagreed minimum purchase levels will be reviewed by mutual 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 the CytoCore’sprior written approval. The notice shall specify the source and name of such product andinclude a full and complete description of the nature, characteristics, and uses of suchproduct. 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
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  advertising agencies. Such obligation will not apply in respect of any information whichwas already in the public domain; or is already known to Distributor or which Distributoracquired from a third party who has the free right to disclose the information to them. c In as much as the laws of particular countries mandate the use of specified ingredients,forms of labels and instructions for use, the precise requirements for which vary fromcountry to country and also frequently differ even as between lines of trade in the samecountry, Distributor shall resell Products only to purchasers as to whom Products meet alllocal legal requirements and shall not sell Products to any purchaser that Distributor hasreason to believe may resell them otherwise than as provided herein. d. 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 conditionand Distributor prepays the return freight, or (2) packaging for the Products is defective,or Distributor 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 is not cured within sixty (60)days after receipt of such notice, the notifying party shall be entitled (without prejudice toany of its other rights conferred on it by this Agreement or By Law) to terminate thisAgreement by giving written notice to take effect immediately. The cure period shall not applyto default under Sub-sections 2 and 4 below. b. CytoCore may (without prejudice to any of its other rights conferred on it by this Agreementby or by law) terminate this Agreement forthwith by giving fifteen (15) days’ prior writtennotice 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 byor against it, or(4) that Distributor engages in illegal activities or conduct which CytoCore deems todamage the commercial reputation of either CytoCore or Distributor or
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(5) of any material breach by Distributor of any of the provision of Clause 10,13 (b) (c),or (d) above, or(6) of any material failure to attain the minimum purchase requirements referred to inclause 5b of the Agreement or(7) of any material failure to make the expenditures for advertising and promotion agreedto in clause 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 justcause for termination as provided in this clause 14. 15. UPONTERMINATION OR EXPIRATION a. CytoCore or its designee may, by giving Distributor written notice within ninety (90) daysfollowing the expiration or termination of this Agreement, purchases from Distributor any partof all or Products not theretofore sold by Distributor, at a price, payable in such currencyas CytoCore may determine, equal to the sum of the purchase price paid by Distributor plus theactual cost of shipment and importation of such Products, against which amounts due fromDistributor may be applied. Such Products must be in saleable condition and have at least 12months 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(other than for shipping and import costs) to Distributor and together with all records ofDistributor’s sales necessary for CytoCore to ascertain any outstanding guaranteeobligations thereunder.
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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 theProducts in any way. c. Upon termination or expiration of this Agreement, Distributor shall cease in any mannerwhatsoever 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. Unless otherwise foreseen in mandatory applicable law,CytoCore shall not, in any event be liable for indirect or consequential damages or losses,special charges, loss of profit or reputation or good will. Distributor shall have no right tobe indemnified by CytoCore under this Agreement to the extent the negligence of Distributor,or its employees or agents has contributed to the loss, liability or cost for whichDistributor is claiming indemnification.
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c. It shall be a condition of any obligation to defend, indemnify and hold harmlesshereunder that 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 anyAffiliate. Subject to clause17b. below, in all other respects this Agreement and the distributorship shall benon-assignable. Any non-permitted assignment shall be null and 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 becarried out as if such void,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
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  constitute a waiver of the Party’s right to later demand exact compliance with the termsof this Agreement. 20. GOVERNING LAW Unless otherwise foreseen in mandatory applicable law, any dispute ormatter that may arise between the parties in connection with or as a consequence of thisAgreement shall be exclusively settled in accordance with the Rules of Conciliation andArbitration of the International Chamber of Commerce, by three(3) arbitrators appointed inaccordance with such rules. Such arbitration shall be in the English language with arbitrationtaking place in the Chamber of Commerce in Milan, Italy. 21. ENTIRE AGREEMENT This Agreement, including its Schedules, contains the entire understandingof the parties with respect to the matters herein contained and voids all priorunderstandings, if any, between the parties with respect to the distribution of the Products.With the exception of changes that may be made by CytoCore at its sole discretion to ScheduleA as set forth in clause 2 (a), the Agreement may be changed from time to time only by aninstrument in writing signed by an officer of CytoCore and an authorized representation ofDistributor. 22. THIRD PARTY RIGHTS a. A person 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 does notaffect any right or remedy of a third party which exists or is available apart from that Act. b. Any Affiliate may rely upon and enforce the terms of clause 16a. c. Unless otherwise foreseen in mandatory applicable law, the decision of the Arbitrators shallbe final and binding on the parties. The costs of the reference to theArbitration(including the costs of any expert appointed by him) and will be borne as agreedbetween the parties prior to making the reference or, failing such agreement, in accordancewith 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 22 arebeing undertaken. 23. EXECUTION IN COUNTERPARTS This Agreement may be executed in one or more counterparts,all of which should be considered one and the same agreement, and should become a bindingagreement when one or more counterparts have been signed by each of the parties and deliveredto the other party.   IN WITNESS WHEREOF the parties have executed this Agreement as of the date first abovewritten.
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             Mundinter   CytoCore, Inc.               By: /s/ Alfredo Fidalgo  By: /s/ Bob McCullough, Jr.  *11/05/07*            Name: Alfredo Fidalgo    Name: Bob McCullough, Jr.   Title: Administrator    Title: CFO  
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     SCHEDULE A     PRODUCTS, 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 **•** Period                            1. First 12 Months—300,000 Units