EXHIBIT 4.15






Distribution
Agreement










This
Distribution Agreement (hereinafter referred to as the "Agreement" )
is made as of May 19th 2009 (the "Effective Date") entered into by and
between




1.
Cell Kinetics, Ltd.




with its
business address at 2 Yodfat St., Global Park, P.O. Box 1112, Lod 71291,
Israel




(hereinafter
referred to as the "SUPPLIER")




And




2.
EuroClone SpA.




with its
business address at Via Figino, 20/22 - 20016 Pero (MI),
Italy




(hereinafter
referred to as the "DISTRIBUTOR")




as
follows:




1.
Subject matter of the Agreement




1.1 SUPPLIER grants
DISTRIBUTOR, subject to DISTRIBUTOR'S performance of all of his obligations
under this Agreement, the right of limited exclusivity distribution of the CK
Chip for research applications and its related accessories, as it is
described in Annex
1 attached hereto (hereinafter referred to as the "PRODUCTS") in the TERRITORY (as defined below)
in accordance with the terms and conditions of this Agreement.




1.2DISTRIBUTOR shall buy
and sell the PRODUCTS under the CK ChipTM brand in its own name and for its own
account as an independent contractor. DISTRIBUTOR shall not be authorized
or empowered to act in the name of SUPPLIER.


1


2.
Term of the Agreement




This
Agreement is entered into effect on the Effective Date, and shall terminate in
accordance with Section 8 herein (the "Term"). During the Term of the
Agreement, the parties shall discuss and renegotiate its commercial terms in
good faith once a year, six (6) months prior to the beginning of each new year,
after 18 months have lapsed from the Effective Date.




3.
Contract territory




3.1The contract
territory shall be Italy (hereinafter and hereinabove referred to as the „TERRITORY“).




3.2 DISTRIBUTOR undertakes
to act with all due diligence and good faith in order to promote the sale of the
PRODUCTS in the TERRITORY.  DISTRIBUTOR declares and warrants that it is
free to contract with SUPPLIER to perform the services contemplated by this
Agreement and that such contract or performance thereunder will not violate any
agreement, fiduciary obligation, or restrictions to which DISTRIBUTOR may be
subject.  DISTRIBUTOR does not undertakes any sales activities in
respect of PRODUCTS outside the TERRITORY.




4.
Duties of SUPPLIER




4.1SUPPLIER shall
support the sales and customer support by DISTRIBUTOR in the TERRITORY as
it deems appropriate.




4.2SUPPLIER shall make
available soft copies of the brochures or catalogues in English, as well as
up to one hundred (100) hard copies of English brochures to DISTRIBUTOR at its
disposal free of charge. In addition, SUPPLIER shall make available
advertising materials such as the pictures or digital data to DISTRIBUTOR
at its disposal free of charge.  DISTRIBUTOR will bear the printing costs
for the brochures, catalogues or advertisements in Italian.  SUPPLIER
will provide additional English brochures or catalogues to DISTRIBUTOR at
SUPPLIER’S then applicable prices.




4.3SUPPLIER shall update
DISTRIBUTOR on the developments and the improvements in respect of the
PRODUCTS. SUPPLIER further undertakes to provide the trainings in
connection with product innovations if it is required, as it deems
appropriate.


2


4.4PRODUCTS will be shipped
from ex-works SUPPLIER’S factory (Incoterms 2000).  SUPPLIER shall
coordinate shipment of the PRODUCTS with DISTRIBUTOR.




4.5SUPPLIER reserves the
right to cease manufacturing or distributing any or all the PRODUCTS subject to
a prior written notice of one hundred and twenty (120) days to
DISTRIBUTOR.





4.6 SUPPLIER reserves the
right to alter or change any or all the PRODUCTS without prior
notice.  If such change affects the specification or performance of
the PRODUCTS, SUPPLIER shall give DISTRIBUTOR the prior written notice of forty
five (45) days.




5.
Duties of DISTRIBUTOR




5.1Upon signingofthis Agreement,
DISTRIBUTOR shall place an initial purchase order to SUPPLIER of ten (10) packs
of CKChips and five (5) Starter Kits.




Additionally,
Distributor shall be obligated to a minimum yearly purchase of a total of sixty
(60) Starter Kits. To avoid any doubt, Distributor’s failure to comply with such
minimum purchase obligation shall give Supplier the right to terminate the
Agreement in accordance with the provisions of Section 8.(b)
herein.




5.2DISTRIBUTOR shall not
make any statement, and shall not behave in any way that may be interpreted as
an implicit statement, relating to the PRODUCTS unless such statement is
expressly included in the documents provided by SUPPLIER or in any written
instruction.




5.3During the Term of this
Agreement, DISTRIBUTOR shall not produce or distribute, or assist any third
parties in producing or distributing, products that compete with the
PRODUCTS. The aforesaid shall include e.g. the support of any own or third
party activity, either for or without consideration, by financial means (own or
external funds) or the provision of advice. DISTRIBUTOR undertakes to
forthwith inform SUPPLIER of any infringement of SUPPLIER’S intellectual
property rights of which DISTRIBUTOR becomes aware.




5.4It is the intention of
both parties to establish the distribution possibilities and technical
competence in the TERRITORY in the best possible way.  DISTRIBUTOR
undertakes to use its best efforts for promoting the sales of the
PRODUCTS.  Without derogating from the above, DISTRIBUTOR is
committed, under this Agreement, to perform, fully, diligently and faithfully,
all of his duties and obligations as they are further described in the sales and
marketing plan attached hereto as Annex
2 (the “Sales and
Marketing Plan”).


3


5.5DISTRIBUTOR shall not
disclose to third parties the business secrets DISTRIBUTOR learns in connection
with the activities. The aforesaid shall also apply if such information is
no longer secret due to a breach by DISTRIBUTOR of its confidentiality
obligation.  Without derogating from the above, the parties have
signed, and are bound by, the non-disclosure agreement attached hereto as Annex
3 (“NDA”).




5.6DISTRIBUTOR shall
submit the order forecast for the subsequent 3 months at the beginning
of each quarter, for any CKChip products which may be required beyond the units
purchased by DISTRIBUTOR under the purchase orders set forth in Section 5.1
above. DISTRIBUTOR shall moreover inform SUPPLIER about any circumstances
that may be significant in connection with the performance of this Agreement or
otherwise for the distribution of the PRODUCTS.




5.7 All right, title and
interest in and to the patents, service marks, copyrights, slogans, labels and
designs of the PRODUCTS, the Trademarks and Trade names and the goodwill
pertaining thereto (hereinafter, collectively, the “PRODUCTS IP”) are reserved
by and shall at all times vest and remain in SUPPLIER’S ownership, and
DISTRIBUTOR shall not attempt to acquire any rights in the same or contest the
title or rights of SUPPLIER in and to the same. DISTRIBUTOR shall use the
PRODUCTS IP rights of SUPPLIER exclusively within the scope of this Agreement
and SUPPLIER’S instructions. DISTRIBUTOR shall not, within or outside the
TERRITORY, register or have registered by third parties, or enforce or have
enforced by third parties, any protective rights, e.g. trademarks, that are
partly or wholly identical with or similar to the intellectual property rights
of SUPPLIER.




5.8 All matters relating to
the import of the PRODUCTS into the TERRITORY and their distribution and use
therein, including import licenses and custom duties, as well as any other
regulatory issues applicable in the TERRITORY, are under the sole responsibility
of DISTRIBUTOR and all costs expenses and payments relating thereto shall be
born by DISTRIBUTOR.




5.9 DISTRIBUTOR agrees to
defend and hold harmless SUPPLIER from any and all claims,
actions and suits
asserted by any person or entity, and indemnify SUPPLIER for
any and all liabilities, judgments,
losses, damages, costs, charges, attorneys fees and other expenses
resulting of the failure of
DISTRIBUTOR to comply with the requirements of Sections 5.2, 5.3, 5.5, 5.7 and
5.8 hereof.


4


6.
Pricing by DISTRIBUTOR




DISTRIBUTOR
shall be free to determine its selling prices. Any end-user price lists
that may be issued by SUPPLIER constitute non-binding recommendations and shall
be clearly marked as such by DISTRIBUTOR.  The same shall apply mutatis
mutandis to any calculation examples and other documents of this
kind.




7.
Commercial and legal provisions regarding the sale of the PRODUCTS




7.1SUPPLIER sells, and
DISTRIBUTOR buys the PRODUCTS in accordance with the terms and provisions of
this Agreement.




7.2The prices of the
PRODUCTS payable by DISTRIBUTOR are set out in Annex1.


5


7.3Payment terms shall be net
45 days.




7.4 Payments shall be made in
Euro.




7.5 All sales from SUPPLIER to DISTRIBUTOR
shall be final, and no sale from SUPPLIER to DISTRIBUTOR shall be deemed to be
on consignment or on a "sale or return" basis, except with respect to
demonstration or evaluation units as specified by and agreed to by SUPPLIER in
writing.




8.
Termination




This
Agreement may be terminated at any time as follows, subject to the provisions of
this Section 8:




(a)
              This
      Agreement may be terminated for convenience by either party by providing
      the other party with a six (6) months prior written notice of
      termination, provided that such notice of termination for convenience may
      only be submitted after eighteen (18) months have passed from the
      Effective Date, such that the actual Agreement Term will be no less than
      twenty-four (24) months (unless terminated earlier for default as set
      forth in Section 8 (b)
herein).


(b)
              Notwithstanding
      the above, this Agreement may be terminated by either party on forty five
      (45)   days prior written notice if the other party
      breaches any of its obligations contained in this  Agreement or any
      representation or warranty by it, is proven to be materially
      inaccurate.




(c)
              Notwithstanding
      the above, this Agreement may be terminated by either party immediately
      uponproviding
      the other party with a written termination notice
  if:




(i) either
party ceases to function as a viable business operation;


(ii) either
party ceases to conduct its operations in the normal course of
business;


(iii) upon
institution by or against either party of any bankruptcy, insolvency or
receivership proceeding or an admission by either party of its inability to pay
its debts as they become due;


(iv) upon
commencement by either party of any steps toward liquidation, dissolution or
winding up of its affairs; or


(v) DISTRIBUTOR
infringes the intellectual property rights of SUPPLIER;


(vi) DISTRIBUTOR
is no longer able to perform this Agreement for whichever
reason;




9.
Consequences of termination




9.1After the termination
of this Agreement for whichever reason, the party shall be under a duty to  comply with
the following obligations:


6


9.2The duty to maintain
confidential business secrets marked as „confidential“ shall continue in
force and effect in the period of two (2) years.




9.3DISTRIBUTOR shall
forthwith discontinue the use of SUPPLIER'S intellectual property; DISTRIBUTOR
shall therefore e.g. arrange for the deletion of entries making reference
thereto, e.g. in trade or telephone directories, remove all signs and destroy
all objects relating to SUPPLIER.




9.4The documents and
other objects made available to DISTRIBUTOR by SUPPLIER, including any goods
subject to reservation of title or not paid at the time of termination, shall be
forthwith returned to SUPPLIER at DISTRIBUTOR'S expense.  The aforesaid
shall also apply to copies or representations of part or all of the contents on
other data carriers, e.g. the pictures or digital data.




9.5Any and all claims of
SUPPLIER that have not already become due earlier shall become due as per the
termination of this contractual relationship.




9.6Sections 13 through 19
shall remain in force and effect.




10. Warranty andliability




10.1SUPPLIER warrants
only  that the PRODUCTS will conform to Cell Kinetics's published
specifications for such products in effect at the time of order acceptance. If a
Failure has occured, DISTRIBUTOR shall return the failed PRODUCT to SUPPLIER,
who will, at its option, (1) repair or replace the PRODUCTS at no charge,
or (2) refund the purchase price.  All replaced parts will become the
property of SUPPLIER, and will delivered back to SUPPLIER on its
expenses.




(a) This
warranty does not include damage to the PRODUCTS or the result of uses resulting
from a cause other than Product Failure, including any use of PRODUCT not in
accordance with the instruction manual provided by SUPPLIER, improper shipment,
storage, installation, testing, operation, failure which originate by the sample
or maintenance or neglect, accident, fire, lightning, power or air conditioning
failure or other hazard, unreasonable use, or servicing or modification of the
part by anyone other than SUPPLIER.




(b) The warranty
and remedies set forth above are exclusive and in lieu of all others, oral or
written, expressed or implied.  SUPPLIER makes no warranties or
representations as to performance of the PRODUCTS or as to SUPPLIER service to
DISTRIBUTOR or to any other person, except as set forth above.  Except as
set forth above, all implied warranties, including, but not limited to, implied
warranties of merchantability and fitness for a particular purpose are hereby
excluded. SUPPLIER


7


shall not
be liable in event,  for any indirect, incidental, consequential,
special, punitive or exemplary damages, including loss of uses, revenue and/or
profits, sustained or incurred regardless of the form of action, whether in
contract, tort and/or delict, including negligence, strict liability or
otherwise, and whether or not such damages were foreseen or
unforeseen.





10.2SUPPLIER'S liability to
DISTRIBUTOR, its agents, customers, end users, or any other persons under
any provision of this Agreement, or relating to any transaction contemplated by
this Agreement  shall be limited to the amount actually paid by DISTRIBUTOR
to SUPPLIER under this Agreement.   SUPPLIER shall be released
from all obligations, liability, claims or demands in excess of the limitations
provided in this Section 13 here of.  Under no ircumstances shall
SUPPLIER be liable to any
goods other than the PRODUCTS, breach of contract, negligence or such other
similar actions.





10.3SUPPLIER does not assume
any liability in connection with marketing activities undertaken by DISTRIBUTOR
in connection with the implementation of such activities.




10.4 Without derogating from the above, the
SUPPLIER agrees to defend and hold harmless the DISTRIBUTOR from any and all
claims, actions and suits asserted by any person or
entity, and indemnify DISTRIBUTOR for any and
all liabilities, judgments, losses, damages, costs, charges, attorneys fees and
other expenses resulting of the failure of SUPPLIER to comply with the
requirements of Sections 13.1, and 13.2, hereof.




11.
Formal requirements, deadlines




11.1Any and all changes
and amendments to this Agreement, including the present clause, shall only be
valid if made in writing and signed at least by both parties against which the
change or amendment shall be enforced.




11.2Any notices required
pursuant to this Agreement or the law shall be sent by registered mail. For
determining and ensuring compliance with deadlines, the postmark of an
Israel and Italiy post office shall be decisive.




12.
Annexes and examples




12.1Any and all annexes
hereto shall constitute integral parts of this Agreement, unless expressly
provided otherwise herein.




12.2Any examples or
headings herein shall not limit the meaning of the provisions
hereof.


8


13.
Entire agreement




This
Agreement shall finally regulate the legal relationship between the
parties. Any agreements concluded, statements made, or other legally
relevant circumstances applicable prior to or at the time of the entry into this
Agreement shall become null and void upon the signing of this
Agreement.




14.
Waiver of claims




Except
where this Agreement provides otherwise, no waiver of rights can be derived from
any action or omission of a party, unless such waiver is expressly declared in
writing.




15.
Governing law




This
Agreement shall be governed by Israel law.




16.
Jurisdiction; Service of process




The venue
for legal dispute arising out of this Agreement shall be exclusively settled at
competent court in Tel Aviv, Israel. In this regard, the parties hereto do
submit their respective jurisdiction to the above respective court.




17.
Provisions severable




17.1The present or future
invalidity or unenforceability of any provisions herein shall not affect the
remainder of this Agreement.




17.2Any such invalid
provisions shall be replaced by valid and enforceable provisions achieving the
intended purpose to the maximum possible extent.







SUPPLIER:
Cell Kinetics, Ltd.









By:
/s/_______________________________




Dr. Asaf
Ben-Arye, President and CEO




By:
/s/_______________________________




Mr. Smuel
Peretz. Chairman of the Board









DISTRIBUTOR:
EuroClone SpA









By:
/s/_______________________________




Franco
Aiolfi, President & CEO







9


List
of Annexes:




Annex
1.  The transfer price list of the PRODUCTS in US Dollar




Annex
2.  NDA




Annex
3.  Marketing and Sales plan









Annex
1.  The transfer price list of the PRODUCTS in US Dollar




Cat
      #
                        Product
                        Price
                          US
      $CKPA0100024
                        CKChip
      Starter kit Grid A20/4
                        1118CKPA0100050
                        CKChip
      Starter kit Grid A50,
                        1118CKPA0200024
                        CKChip
      pack of 6 Grid A20/4
                        109.2CKPA0200050
                        CKChip
      pack of 6 Grid A50
                        109.2CKPA0300024
                        CKChipI
      Starter kit Grid A20/4
                        1118CKPA0300050
                        CKChipI
      Starter kit Grid A50
                        1118CKPA0400024
                        CKChip
      I pack of 6 Grid A20/4
                        128.7CKPA0400050
                        CKChip
      I pack of 6 Grid A50
                        128.7CKPA0500024
                        CKChip
      HM Starter kit Grid A20/4
                        1118CKPA0500050
                        CKChip
      HM Starter kit Grid A50
                        1118CKPA0600024
                        CKChip
      HM pack of 6 Grid A20/4
                        128.7CKPA0600050
                        CKChip
      HM pack of 6 Grid A50,
                        128.7CKPA0700024
                        DynamiCa
      CKChip, Calcium Starter kit Grid A20/4
                        1202.5CKPA0700050
                        DynamiCa
      CKChip, Calcium Starter kit Grid A50,
                        1202.5CKPA0800024
                        DynamiCa
      CKChip, Calcium assay kit,pack of 15 Grid A20/4
                        390CKPA0800050
                        DynamiCa
      CKChip, Calcium assay kit,pack of 15 Grid A50
                        390CKPA0900024
                        DynamiCa
      CKChip I, Calcium Starter kit Grid A20/4
                        1202.5CKPA0900050
                        DynamiCa
      CKChip I, Calcium Starter kit Grid A50,
                        1202.5CKPA1000024
                        DynamiCa
      CKChip I, Calcium assay kit,pack of 15 Grid A20/4
                        390CKPA1000050
                        DynamiCa
      CKChip I, Calcium assay kit,pack of 15 Grid A50
                        390










10


Annex
3





NON-DISCLOSURE
AGREEMENT





THIS NON-DISCLOSURE AGREEMENTis entered into as of this ___________ 2009, by and between Cell-Kinetics
Ltd. of 2 Yodfat st. Lod Israel, a corporation organized under the laws of
Israel, (CK), and EuroClone
SpA.
ofVia Figino, 20/22
- 20016 Pero (MI), Italy ( EC  )





WHEREAS, CK is the owner of
confidential information relating to its unique proprietary technology for
cytometry, cell analysis and manipulation including inventions and patents on a
cell carrier for multi single live cell analysis; and





WHEREAS EC is the owner of
confidential information relating to its line of products, and has intellectual
property rights thereto; and





WHEREAS the parties are
discussing certain matters which may require each party to disclose certain
confidential and proprietary information to the other (the "Purpose");
and





WHEREAS the party disclosing
Information shall hereinafter be referred to as the “Disclosing Party” and the
party receiving such Information shall be referred to as the “Receiving
Party”.





NOW THEREFORE, the parties
agree as follows:





1.
            The
      term “Confidential Information” as used in this Agreement shall mean all
      trade secrets and information which is proprietary to the Disclosing
      Party  including, but not limited to, type design data,
      drawings, photographs, specifications, models, prototypes, designs,
      materials, construction or assembly, computer hardware and software
      (whether in machine-readable or human-readable form), technical,
      commercial and operational information concerning products, information
      concerning manufacturing methods and techniques, quality control and test
      methods, marketing data including target customers, customer lists and
      market plans, cost and pricing data and product
    applications.





11


2.
            The
      Receiving Party agrees to hold all Confidential Information disclosed to
      it by the Disclosing Party in strict confidence and will not disclose or
      use the Confidential Information for its benefit or the benefit of any
      other company or entity anywhere in the world or any other purpose other
      than for the “Purpose” set forth in the recitals
  herein.





3.
            The
      restrictions of paragraph 2 above, and paragraphs 4 and 5 below, do not
      apply to Confidential Information to the extent such
      information:




a)
                was
      already in the public domain at the time of disclosure hereunder;
      or


b)
                subsequently
      becomes part of the public domain through no fault of theReceiving
      Party; or




c)
              was
      properly in the Receiving party’s possession prior to receipt thereof from
      theDisclosing
      Party as evidenced by written records or other writings inexistence,
      or by actual proof of use by the Receiving Party prior to  thedisclosure
      by the disclosing party;
or




d)
              is
      used or disclosed in accordance with the prior written approval of the
      DisclosingParty;




e)
            Receiving
      party is required by governmental or court order to disclose such
      information, provided that Receiving party shall provide the Disclosing
      Party with advance notice thereof to enable the Disclosing Party the
      opportunity to prevent or control such
  disclosure.





In each
case, the burden of proof shall lie with the Receiving Party to demonstrate by
written contemporaneous documentation, that one of the above-listed exceptions
applies.





4.
            The
      Receiving Party agrees to maintain all Confidential Information received
      from the Disclosing Party in the same manner that the Receiving Party
      maintains its own confidential information, provided that the standard of
      care required shall be at least a reasonable
  standard.





5.
            All
      Confidential Information is and shall remain the property of the
      Disclosing Party.  At any time that the Disclosing Party may
      request or upon the expiration of this agreement, the Receiving Party
      shall return the Confidential Information and shall certify in writing
      that all copies thereof in its possession have been
    destroyed.





12


7.
            Confidential
      Information that is exchanged hereunder may only be used by the Receiving
      Party in pursuance of the Purpose set forth in the recitals
      herein.





8.
            The
      Disclosing Party makes no representation, warranty, assurance, or
      inducement, express or implied, as to the Confidential Information’s
      adequacy, sufficiency, or freedom from defect of any kind including, but
      not limited to, freedom from patent infringement that may result from use
      of such information, nor shall Receiving Party obtain any license or other
      rights in the Disclosing Party’s patents, copyrights or other data by
      reason of any disclosure hereunder.





9.
              This
      Agreement sets out and constitutes the entire agreement between the
      partieswith
      respect to the disclosure, protection and use of Confidential Information
      andsupersedes
      all prior agreements, whether oral or written, relating to such matters
      andall
      other prior communications between the parties relating to the subject
      matter of thisAgreement.





10.
            The
      construction, validity and performance hereof shall be governed by and
      construed in accordance with the Laws of the State of
      Israel.  If either party is alleged to have breached this
      Agreement, then the other party shall be entitled to seek injunctive
      relief from any court of competent jurisdiction exclusively in
      Israel.







IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first set forth
above.






Cell
      Kinetics Ltd.
                            
                            
                            EuroClone
      SpABy:
                            
                            
                            By:Title:
                            
                            
                            Title:Signature:
                            
                            
                            Signature:






13


Annex
3


Sales
and Marketing Plan

















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