Exhibit 10.45DISTRIBUTION 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 M.O.S.S. S.r.l.(“Distributor”), a company organized and existing under the laws of Italy whose principal addressis Via all’Erno, 5 28040 Lesa (NO) — Italy. Distributor and CytoCore may sometimes be referred toherein individually as a “party” or collectively as the “parties.”IN CONSIDERATION of the mutual promises and agreements contained herein the parties heretoagree as follows:1. APPOINTMENT OF DISTRIBUTOR.   CytoCore hereby appoints Distributor as the exclusive Distributor in Italy (“Area”) of theproducts 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”).CytoCore may delete any Products from Schedule A at any time in its sole discretion uponwritten notice to Distributor to be served at least 3 months prior to the deletion of anysuch Products, unless such deletion results from health or safety considerations. 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. Distributor shall accept to purchasefrom CytoCore or its designee exclusively Products that have at least 36 months shelf lifebefore expiration, CytoCore may from time to time change the source of supply of Productsand, if CytoCore or its designated supplier shall discontinue the manufacture, sale orpromotion of any Product, CytoCore shall delete such Product Schedule A and cease sellingthe Product to Distributor upon written notice to Distributor to be served at least 3months prior to the deletion of any such Products unless such deletion results from healthor safety considerations. Distributor shall be entitled to continue selling such Product inthe Area until such time as the stocks of such Product held by Distributor have beenexhausted unless CytoCore advises Distributor 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 theArea covered by this agreement and Distributor shall thereafter be responsible forany damage to or loss of Products. Distributor shall notify CytoCore of the detailsof any incorrect delivery or of any damage to or shortage in any delivery withineight (8) working days of the receipt thereof by Distributor. Title in and to theProducts shall pass to Distributor upon receipt of the Products by Distributor inaccordance with clause 2(e) of this Agreement.
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d. Distributor shall not knowingly re-export or sell Products for sale outside theArea without the prior written consent of CytoCore, except that nothing in thisAgreement shall prevent Distributor from accepting unsolicited orders fromoutside the Area for the Products, as long as there is no exclusive distributor forthe Area. e. Distributor shall pay the price stated on the invoice by 50% prepayment and 50%act 60 days for the Initial Term (as defined below at clause 6a). Distributor shallmake payment to CytoCore in the currency of U.S.Dollars ($) at such place asCytoCore shall from time to time in writing, or by wire transfer pursuant to wiretransfer instructions delivered by CytoCore to Distributor. f. Distributor shall not be entitled by reason of any set off, counter claim,abatement, or other similar deduction to withhold payment of any invoicedamount due to CytoCore. If Distributor fails to pay by the due date any amountpayable by it under this Agreement, CytoCore shall be entitled, but not obliged, tocharge Distributor interest on the overdue amount payable by Distributorimmediately on demand, from the due date up to the date of actual payment, afteras well as before judgment at the rate of two (2%) per cent per annum above thebase rate for the time being of (8%) as determined by CitiBank N.A. from time titime and fixed sum compensation under the Late Payment of Commercial DebtsRegulations 2002. Such interest shall accrue on a daily basis and be compoundedquarterly. CytoCore may increase the Base Rate to reflect then market conditions. g. During the term of this Agreement Distributor shall provide CytoCore everyquarter with a written twelve (12) month forecast containing its best estimates ofthe number of units of each Product which will be required by Distributor, theproduction and delivery of which shall be subject to approval by CytoCore(“Forecast”). The Forecast for the immediate next three (3) months shall bebinding on Distributor. If notice of termination of this Agreement has been servedby either party in accordance with the terms of this Agreement, the Forecast shallbe binding on Distributor until such time as this Agreement terminates. h. Distributor shall submit written purchase orders to CytoCore or its designee statingboth the 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 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
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  has been made by Distributor to CytoCore. For the duration of this Agreement, Distributorshall maintain insurance in respect of the Products. CytoCore, exercising its reasonablediscretion, shall be the sole judge as to whether Products involved in any loss or damageunder the Distributor’s policies are fit for consumption or sale, or shall be sold orotherwise disposed of. In case any such damaged Products are judged by CytoCore unfit forconsumption or sale, they shall be replaced by CytoCore with brand new Products, It isagreed that all the freight charges and customs duties associated to this replacementprocedure shall be borne entirely by CytoCore. Where payment for Products already has beenmade by Distributor, Distributor, after deduction of salvage expenses, shall be entitled toall proceeds below the policy retention or deductible. Under no circumstances mayDistributor 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(“Implementation Period”), and annually thereafter, the parties shall worktogether and provide the other party with all reasonable assistance andinformation in order to produce a business plan in respect of the Productsincluding, without limitation, minimum purchase requirements (Schedule A) forthe Products in the Area, pricing of Products advertising and marketing expensecommitted by each party and any other aspect relevant to the distribution, saleand promotion of the Products in the Area (“Business Plan”). For this purpose,the parties shall meet no later than one (1) month prior to the end of theImplementation Period, and thereafter annually for the duration of thisAgreement, 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 theImplementation Period, based on marketing evaluations and analysis aiming tothe launch and promotion of the Products in the Area. No later than one (1) monthprior to the end of the Implementation Period the parties will meet to discuss theminimum purchase requirements of Distributor for the Products for the followingtwelve (12) month period following the Implementation Period. Within seven (7)days of such meeting, the parties will negotiate in good faith the level ofminimum purchase requirements for the Products for the following twelve (12)months (“Yearly Commitment”) and within seven (7) business days shall agreeon the parties’ respective knowledge of the marketplace in general. Subsequentyear volume commitments will be agreed upon in writing by both parties, no laterthan the end of each twelve (12) months of this Agreement In the event theparties fail for any reason to agree on minimum purchase requirements for the
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  Products for any calendar year, the minimum purchase requirements for such year shall bedeemed to be increased by 30% of the actual sales in the preceding year. The attainment ofsuch minimum purchase requirements shall be an essential condition to the continuation ofthis Agreement, and failure shall constitute for CytoCore the right, but without theobligation to CytoCore to terminate this Agreement pursuant to clauses 14(b).c. Distributor shall use its best efforts to create and maintain a market for and toincrease the sales or Products in the Area, shall provide at its sole expense anorganization for the continuous sale, promotion and distribution of the Productsthroughout the Area, and shall sell, ship, and invoice the Products to purchasers inthe Area. In the Area, Distributor shall use its own sales force to sell, promote anddistribute the Products. Distributor may not sell, promote or otherwise distributeany products which compete either directly or indirectly with the Products andDistributor shall not establish any branch, or maintain any distribution depot,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 clauseexcept for initial Product training to the Distributor’s sales force to be held atDistributor’s premises in Via all’ Erno, 5 — 28040 Lesa (NO) — Italy and theprovision of appropriate marketing materials. d. Distributor shall maintain a minimum inventory of Products not less than three(3) months as set forth in the Forecast, as amended from time to time. e. CytoCore or its designee shall have the right to inspect and audit at allreasonable times and by previous agreement with Distributor to be determined at least 1month prior to the inspection and audit, 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 sooner terminated as provided herein, for a period of four (4) years(“Initial Term”). At the end of the Initial Term this Agreement will beautomatically extended for a further three (3) years unless one of the parties hasadvised the other in writing at least twelve (12) months prior to expiration of theInitial Term that it intends to terminate this Agreement, b. In addition to the right of termination granted by Clause 14, CytoCore shall havethe right to terminate this Agreement at any time prior to the expiration of its termupon sixty (60) days’ prior this Agreement should Distributor shall fail to attainthe annual minimum purchase requirements referred to in clause 5a. above andshall take effect immediately unless otherwise agreed by CytoCore. Distributorshall notify CytoCore as soon as Distributor becomes aware that the annualminimum purchase requirements are unlikely to be attained. For the first fullcalendar year of this agreement a mutually agreed range for the value ofpurchases will be established by the end of the first quarter. This minimum-
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  maximum range will be mutually agreed by Distributor and CytoCore and relate to purchasesfor the remaining three-quarters of the first calendar year. In the event CytoCoreterminates this Agreement before the end of the Initial Term, CytoCore shall repurchasefrom Distributor the inventory of Products at prices prevailing at the start of thecalendar year in which such Products are to be repurchased by CytoCore. Such inventory ofProducts must be in saleable condition and have at least (12 )months shelf life beforeexpiration.c. In addition to such other rights of termination granted by clause 14, CytoCoreshall have the right to terminate of this Agreement at any time if the continuedperformance under this Agreement becomes impractical due to the enactment of, or threatenedenactment of, any ordinance, statute, regulation, law or similar provision by any local,state or national government. This Agreement shall terminate sixty (60) days after the dateof written notice by CytoCore to Distributor. 7. INTELLECTUAL PROPERTY a. Distributor acknowledges and agrees that CytoCore or its Affiliate are the ownersof all Intellectual Property Rights incorporated on, in or relating to the Products.For the purposes of this Agreement, “Intellectual Property Rights” includes allintellectual property rights including (without limitation) patents, supplementaryprotection certificates, pending patents, utility models, trade marks, databaserights, rights in designs, copyrights, confidential information and topographyrights including applications and the right to apply for registration of any suchrights) and all inventions, know-how, trade secrets, techniques and confidentialinformation, and all rights and forms of protection of a similar nature or havingequivalent 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 orextensions. Distributor acknowledges that it neither has nor shall secure by thisAgreement or by its acts during the term of this Agreement any right to anyIntellectual Property Rights incorporated on, in or relating to the Products.Distributor agrees that title to and the right to use all such Intellectual PropertyRights incorporated on, in or relating to the Products shall at all times be vested inCytoCore or its Affiliates whether or not such Intellectual Property Rightsincorporated on, in or relating to the Products become vested in Distributor,Distributor hereby assigns to CytoCore, including by way of present assignmentpresent and future rights, with full title guarantee, any Intellectual Property Rightsincorporated on, in or relating to the Products, together with all of the goodwillassociated therewith to hold the same unto CytoCore, its successors in title andassigns. 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 Distributor’s company name, commercial name, tradename, corporate name,divisional name, subsidiary name, nickname, translated name,
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  transliterated name, trading style, or similar name (hereinafter referred to as(“Mark”).c. Distributor shall comply, at all times, with such rules and regulations as CytoCoremay issue with respect to the reproduction or reference to any IntellectualProperty Rights incorporated on, in or relating to the Products. In particular,Distributor shall ensure that on all advertising and promotional materials to beused and/or prepared by Distributor relating to the Products, the symbol ® shallbe used in conjunction with any Marks owned by CytoCore or “TM” in the caseof any unregistered trade marks owned by CytoCore. d. Distributor shall make no use of any Intellectual Property Rights incorporated on,in or relating to the Products without CytoCore prior to written consent onDistributor’s material such as, but not limited to, advertising, stationery, bills,business forms, calling cards, or real property signs. e. Distributor shall not use any of CytoCore’s trade marks in any way which wouldtend to allow them to become generic, lose their distinctiveness, become liable tomislead the public, or be materially detrimental to or inconsistent with the goodname, goodwill, reputation and image of CytoCore or any Affiliate and shall useits best endeavors not to do anything which would bring 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 whichincorporates or is confusingly similar to, or is a simulation or colorable imitationof any of CytoCore’s trade marks or unfairly competes with any of CytoCore’strade marks. Distributor shall not any time, whether during or after termination ofthis Agreement, apply anywhere in the world to register any trade marks identicalto or so nearly resembling any of CytoCore’s trade marks as to be likely todeceive or cause confusion. g. If Distributor believes or becomes aware that third parties are infringing anyIntellectual Property Rights incorporated on, in or relating to the Products or arepassing-off their products as products of CytoCore or of any of its Affiliates or ofany allegation that the Intellectual Property Rights incorporated on, in or relatingto the Products infringe the Intellectual Property Rights of a third party,Distributor shall notify immediately. Distributor shall not, without the priorwritten consent of CytoCore, take any action in respect thereof, informal orformal, including but limited to making any admission notifying others or ofbringing any legal proceedings or entering into any administrative proceedingsagainst any such alleged infringement or passing off. Distributor shall co-operatefully with CytoCore or its Affiliates in the preparation or prosecution of any legalproceeding or administrative proceeding and shall be entirely reimbursed byCytoCore for its reasonable costs unless Distributor shall elect to be representedby its independent counsel in which case Distributor shall be responsible to payfor the fees and expenses of its counsel.
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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 anyof the Intellectual Property Rights incorporated on, in or relating to the Products or anyother claim or counterclaim brought or threatened in respect of the Intellectual PropertyRights incorporated on, in or relating to the Products. CytoCore shall not be obliged tobring or defend any proceedings, whether for infringement or otherwise in relation to anyof Intellectual Property Rights incorporated on, in or relating to the Products, if itdecides in its absolute discretion not do so. In the event that Distributor is charged withany infringement of the Intellectual Property Rights of any third party as a consequence ofthe necessary activities of Distributor hereunder and Distributornotifies CytoCore fully andpromptly in writing thereof, CytoCore agrees to defend Distributor in any action takenagainst it based upon such infringement and to indemnify Distributor in respect of allcosts, claims, demands and expenses associated therewith; provide however, CytoCore shallhave the sole conduct of such claims and shall have the right to require Distributor todiscontinue the acts complained of and to cancel the rights granted by this Agreement inrespect thereof. i. In any infringement proceedings which are brought by CytoCore, CytoCore shallbe entitled to claim in respect of any loss suffered or likely to be suffered by theDistributor, and any costs or damages awarded in respect of such claim shall first beapplied to satisfy CytoCore’s costs and expenses and shall then be apportioned betweenCytoCore and Distributor in accordance with their respective losses. j. Distributor shall, on CytoCore’s reasonable request, give to CytoCore or itsauthorized representative any information as to its use of Intellectual Property Rightsincorporated on, in or relating to the Products and provide samples of such use. 8. ADVERTISING AND PROMOTION OF PRODUCTS          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. Suchprograms may be modified in CytoCore in its sole discretion at any time. Advertisements and themedia in which it is to be used, as well as all promotional and instructional materials to be used,must be approved in advance in writing by CytoCore. Distributor shall at its sole expensedistribute all promotional and instructional materials supplied by CytoCore from time to time,Distributor shall be free to utilize advertising as is reasonably necessary to promote the sale ofthe Products in the Area, however any advertising by Distributor with regard to the Products shallbe conducted with prior approval in writing by CytoCore.CytoCore recognizes that Distributor may from time to time request authorization in writing fromCytoCore to use the Intellectual Property Rights on, in or relating to the
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Products CytoCore grants an 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 of fulfillingany orders made pursuant to this Agreement, and performing its obligations under this Agreement.Distributor shall provide CytoCore, for CytoCore’s prior written approval, copies of any materialsto be used and/or prepared by Distributor on or in relation to the Products. The right ofDistributor to use such Intellectual Property Rights on, in or relating to the Products mayunilaterally be revoked by CytoCore at any time and Distributor shall immediately stop such useupon receipt of notification from CytoCore.9. RECORDS REPORTS. AND INSPECTION Within fifteen (15) days after the last day of eachcalendar quarter Distributor shall furnish a marketing report to CytoCore in such form asCytoCore may from time to time specify covering Distributor’s performance under this Agreementduring the previous calendar quarter. Distributor shall keep true and correct books of accountin which shall be entered any of said marketing reports. CytoCore or its designee shall havethe right at any reasonable time upon notice to have its auditing firm, to inspect such booksand records to verify gross sales and to review with Distributor marketing strategies forsubsequent years. 10. LEGAL MATTERS a. Distributor shall advise CytoCore or its legal representative of laws, regulationsand decrees of particular applicability to the sale of the Products in the Area. b. The formulae, ingredients or specifications for Products may be changed at anytime by CytoCore at the sole discretion of CytoCore when such changes aredeemed necessary for any reason satisfactory to CytoCore. When necessary forthe maintenance of any applicable registrations, approvals, or consents, CytoCoreshall inform Distributor of such changes. a.a Distributor shall promptly send to CytoCore anydata, report or information regarding Products which may come to Distributor’s attentionin the Area during the term of this Agreement and shall report promptly to CytoCore anyunexpected or serious adverse reactions which arise in patients using Products. The personto contact with respect to any such reactions is Richard Domanik,President, or hissuccessor. Should it be necessary, during the term of this Agreement, to recall theProducts due to an error imputable to the manufacture of the Products, or to any thirdparty who handled, worked with or gave advice in respect of the Products or for any otherreason, Distributor shall cease selling such Products in the Area and shall provideCytoCore with all reasonable assistance to recall any such Products and shall, at allterms, act in accordance with CytoCore’s directions a.b Distributor understands that the Business Codeof Conduct of CytoCore and its Affiliates dictates that all of the Products are sold onlyon the basis of quality, service, price and other legitimate marketing
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  attributes, only to duly licensed and authorized parties and that the payment of bribes forany purpose has no place in CytoCore’s business and its absolutely prohibited. Distributorrepresents and warrants that it will not engage in any conduct which is in violation of anyapplicable law in the Area, the United States Foreign Corrupt Practices Act, or any otherapplicable laws or regulations.a.c CytoCore may in its sole discretion decide tocease the distribution of any of the Products by Distributor in the Area in circumstanceswhere it appears to CytoCore, acting reasonably, that any of the Products may, for whateverreason, be injurious to health or unfit for human consumption or where the continued sale ofa Product would be inconsistent with the principles and standards applicable to goodbusiness practice. The costs associated with any Product recall (including, for theavoidance of doubt, the cost of any of the Products and the costs involved in recalling anyof the Products) will be borne by CytoCore. If either party becomes aware of anycircumstances which may require the distribution of any of the Products to be suspendedunder this clause 10e, it shall immediately notify the other party of such circumstances.Distributor shall execute any documents and do all such acts and things in accordance withthe reasonable directions of CytoCore to assist with the recall of any Products. CytoCoreshall, in its sole discretion, determine when the distribution and sale of the affectedProduct can recommence. In the event of a recall, the agreed minimum purchase levels will bereviewed 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 EITHER CYTOCORE AND DISTRIBUTOR BE LIABLE FOR CONSEQUENTIAL ORSPECIAL DAMAGES DUE TO ANY SUCH 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 comparableto or competitive 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.
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b. Distributor shall maintain in confidence and not use except for purposes of thisAgreement any confidential information furnished to it by CytoCore including informationcontained in any report furnished by Distributor hereunder, all confidential Productinformation and all advertising programs and plans. Distributor shall impose the sameobligation upon its employees and agents, including advertising agencies. Such obligation willnot apply in respect of any information which was already in the public domain; or is alreadyknown to Distributor or which Distributor acquired from a third party who has the free rightto disclose the information to them. c. Inasmuch as the laws of particular countries mandate the use ofspecifiedingredients, forms of labels and instructions for use, the precise requirementsfor which vary from country to country and also frequently differ even as between lines oftrade in the same country, Distributor shall resell Products only to purchasers as to whomProducts meet all local legal requirements and shall not sell Products to any purchaserthat Distributor has reason to believe may resell them otherwise than as provided herein. e. CytoCore will not accept any return Products for credit unless (1)Distributor has first obtained CytoCore’s authorization in writing to return such Productsin saleable condition and Distributor prepays the return freight, or (2) packaging for theProducts is defective, or Distributor becomes aware that the Products are defective, andnotice of such defect is received by CytoCore from Distributor within thirty (30) days ofdelivery of such Products to Distributor. 14. TERMINATION FOR CAUSE a. Subject to clause 6 of this Agreement, failure by any party to comply with any ofits material obligations hereunder shall entitle the other party to give the party indefault notice requiring it to make good such default. If such default be curedwithin sixty (60) days after receipt of such notice, the notifying party shall beentitled (without prejudice to any of its other rights conferred on it by thisAgreement or By Law) to terminate this Agreement by giving written notice totake effect immediately. The cure period shall not apply to default under Sub-sections 2and 4 below. b. CytoCore may (without prejudice to any of its other rights conferred on it by thisAgreement by law) terminate this Agreement forthwith by giving notice to sucheffect 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
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 (3) that Distributor becomes insolvent or any insolvency proceedings are institutedby or 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  (5) of any breach by Distributor of any of the provision of Clause 10, 13 (b) , 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, orotherwise distributes products which compete either directly or indirectly with theProducts. c. The parties hereby agree that any of the above-mentioned events will constitute justcause for 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 from Distributor anypart of all or Products not theretofore sold by Distributor, at a price, payable in suchcurrency as CytoCore shall determine, equal to the sum of the purchase price paid byDistributor plus the actual cost of shipment and importation of such Products, against whichamounts due from Distributor may be applied. Such Products must be in saleable condition andhave 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
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  costs) to Distributor Distributor in its sole discretion shall be free of deciding whichmarketing information and documentation, to be regarded as strictly privileged andconfidential, may be revealed to CytoCore together with the above material. Except thatsuch, discretion shall not relate to any Product or Service offered by Distributor onbehalf of CytoCore.  Upon termination of this Agreement, Distributor shall identify customers with whom.Distributor has commitments to provide Products after the termination date. CytoCore willhonor such commitments and continue to deliver the Products to Distributor untilDistributor’s commitment to supply Products has expired.   Distributor shall provide CytoCore with all necessary documents confirming its commitmentswith customers and awarded tenders\ b. Immediately upon termination or expiration of this Agreement, Distributor shall ceasein any manner whatsoever to make any reference to its former role as the Distributor of theProducts except for the requirements provided by the terms and conditions of the awardedsupply as a result of tenders which are in force Upon termination or expiration of thisAgreement. c. Upon the expiration of this Agreement all rights granted or obligationsundertaken hereunder shall terminate forthwith except rights and obligationswhich arose prior to such expiration or termination and those set forth in clauses7, 8, 9, 10, 15, 16, and 21, and in sub-classes 13(b) and (d). Neither CytoCore orDistributor shall incur any liability to the oilier by reason of the expiration ortermination of this Agreement as provided herein, nor for its non-renewal,whether for loss of goodwill, anticipated profits or otherwise, and CytoCore andDistributor shall accept all rights granted and all obligations assumed hereunderincluding those in connection with such expiration or termination in fullsatisfaction of any claim resulting from such expiration or termination. d. The acceptance of any order form or the sale of any Products to Distributor, afterthe expiration or termination of this Agreement shall, unless otherwise specified,be subject to all the pertinent terms of this Agreement but shall not be construedas a renewal or extension of this Agreement nor as a waiver of terminationthereof. 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. Distributor shall have no right to an indemnity under this clause 16b to the extent
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  directors, officers, and employees, in consequence of any error, mistake, acts, omissions,or negligence on the part of Distributor or any of its employees or agents, in storing,selling, promoting, or distributing any of the Products. Distributor shall have no right toan indemnity 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. CytoCore shall not, in any event, be liable for indirect orconsequential losses, special charges, loss of profit, or loss of reputation or good will.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 orincurred by Distributor, its affiliates, or its directors, officer, and employees, inconsequence of any error, mistake, or negligence on the part of CytoCore.Distributor shall have no right to an indemnity under this clause 16b to the extentthat the negligence of Distributor, or its employees or agents has contributed tothe loss, liability or cost for which Distributor is claiming an indemnity. CytoCoreshall not, in any event, be liable for indirect or consequential losses, specialcharges, loss of profit, or loss of reputation or good will. c. It shall be a condition of any obligation to defend, indemnify and hold harmlesshereunder that the party seeking indemnification (i) promptly notify the partyfrom which indemnification is sought of the assertion of any claim to be covered,(ii) permit the indemnifying party to assume and control the defense thereof, and(iii) co-operate fully in such defense. d. Nothing in this Agreement shall in any way exclude or limiteither party’s liability for death or personal injury. 17. ASSIGNMENT a. CytoCore may assign all or any part of this Agreement to any Affiliate. Subject toclause 17b. below, in all other respects this Agreement and the distributorshipand/or sub-distributorship shall be non-assignable. Any non-permitted assignmentshall be void. b. Distributor may, with CytoCore’s prior written consent which shall not beunreasonably withheld, appoint agents for the distribution, sale andpromotion 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
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 (3)  such sub-licensee shall only be used to supplement the existing structureof CytoCore’s business18. 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, willbe construed as severable and will not in any way affect render void, invalid, orunenforceable any other provision of this Agreement, and this Agreement will becarried out as if such void, invalid, or unenforceable provision was not a part ofthis Agreement. b. Failure by any party to exercise any right given in this Agreement or to insist onstrict compliance by the other party of any obligation under this Agreement doesnot constitute a waiver of the Party’s right to later demand exact compliance withthe terms of this Agreement. 20. Any dispute that may arise between the parties in connection with or as aconsequence of this Agreement shall be exclusively settled in accordance with the Rules ofConciliation and Arbitration of the International Chamber of Commerce, by three arbitratorsappointed in accordance with such rules. Such arbitration shall be in the English languagewith arbitration taking place in the Chamber of Commerce of Milan. 21. ENTIRE AGREEMENT This Agreement, including its Schedules, contains the entireunderstanding of 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.The Agreement may be changed from time to time only by an instrument in writing signed by anofficer of CytoCore and an authorized representation of Distributor. 22. THIRD PARTY RIGHTS a. Except as provide at clause 23 (or insofar as this Agreement otherwise expresslyprovides that a third party may in his own right enforce a term of this Agreement), a personwho is not a party to this Agreement has no right under the Contracts (Rights of ThirdParties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affectany right or remedy of a third party which exists or is available apart from that Act.
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b. The decision of the Expert shall be final and binding on the parties. Thecosts of the reference to the Expert (including the costs of any expert appointedby him) and will be borne as agreed between the parties prior to making thereference c Except for any party’s right to seek interim relief in the courts, no party maycommence legal proceedings while the dispute resolution procedures referred to inthis clause 22 are being 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,and should become a binding agreement when one or more counterparts have beensigned by each of the parties and delivered to the other party.   IN WITNESS WHEREOF the parties have executed this Agreement of writtten.           Distributor   CytoCore, Inc.             By: /s/ Illegible    By: /s/ Bob McCullough, Jr.     Name: Illegible     Name: Bob McCullough, Jr.    Title: PRESIDENT & CEO     Title: CFO  
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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     1.1 Annual Quotas               Period1.1 First 12 Months—l,000,0001 Units1.2 Second 12 Months—2,000,000 Units1.3 Third 12 Months—2,500,000 Units1.4     1.2 Terms          Orders will be applied against the Annual Quota based on the net invoice price of the Productsordered by Distributor and billed by Seller to the Distributor during the Period     Thereafter, the parties shall meet twelve (12) months after the date hereof during eachcalendar year of this Agreement to discuss and agree in good faith on any increase in prices to becharged for the Products to Distributor by CytoCore. Prices may be changed at other times onagreement between the parties, taking into account market conditions in the Area which have aneffect on the distribution, sale or promotion of the Products.
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SCHEDULE BA. CytoCore will only entertain claims for returned Products where same wasoriginally purchased from CytoCore. Proof of purchase must be provided upon request. B. Returned Products will be valued at the original sale price or the current pricewhichever is lower. C. Full credit will only be given if CytoCore is notified within twelve (12) monthsprior to expiry of the returned Product so that arrangements can be made fordisposal prior to the Product’s expiry date. This request is made in recognition ofthe fact that, in most instances, the Products are delivered with expiry dating inexcess 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 ofinsufficient sales except for the case CytoCore decides to terminatethe Agreement. E. Credit will also be denied for Products which have not been stored in accordancewith CytoCore’s instructions. F. It is not CytoCore’s policy to reimburse Distributor damaged Products but eachcase will be reviewed at CytoCore’s sole discretion in light ofany special circumstances that may necessitate special consideration.   CytoCore Sales Representative will inspect all expired or damaged Products and will issuea Preliminary Credit Report which will be referred to his/her immediate Supervisor forfinal approval.   Destruction of all expired and/or damaged Products is to be in accordance with the Foodand Drugs ordinances within the Area and, if requested, witnessed by a CytoCore SalesRepresentative.
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SCHEDULE CUNIT BY PRODUCTITEMDESCRIPTION UNIT PRICE     Soft PapTM Disposable US$5.00      Soft PapTM Reusable Handle US$12.00 
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