8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 13, 2007

CytoCore, Inc.

(Exact name of registrant as specified in charter)

Delaware	0-935	36-4296006
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

414 North Orleans Street, Suite 502, Chicago, Illinois	60610
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 222-9550

N/A

(Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

     On November 13, 2007, CytoCore, Inc. announced that it had entered into a Distribution Agreement with Palex Medical SA, a distributor of medical products and services to hospitals (“Palex”). Pursuant to the agreement, Palex will act as the exclusive distributor in Spain of CytoCore’s SoftPap™ cervical cell collection device designed to screen for cervical cancer.

     The agreement provides for certain annual minimum purchase requirements for the products, ranging from 600,000 units in the first 12-month period to 2.4 million units in the third 12-month period. Prices are established for the products for the first 12-month period and thereafter will be determined by mutual agreement of the parties. Procedures for the return of products and product recalls are as set forth in the agreement.

     The agreement also provides that the parties shall both work to promote the products, including advertising and marketing efforts. Palex must use its best efforts to create and maintain a market for, and increase the sales of, the products in Spain and provide at its own expense an organization for the continuous sale, promotion and distribution thereof, including its own sales force. CytoCore will provide initial product training and marketing materials, and may from time to time provide advertising, promotional and instructional materials that Palex must distribute at its own expense. The distributor is free to utilize advertising to promote the sale of the products in Spain so long as such advertising is approved in advance by the Company.

     The agreement’s initial term is five years, and automatically renews for an additional three-year period unless notice of termination is received by a party at least 12 months prior to the expiration of the initial term. CytoCore also has the right to terminate the agreement upon 60 days notice in the event Palex fails to attain the annual minimum purchase requirements or in the event the continued performance of the agreement becomes impractical due to the enactment or threatened enactment of any ordinance, statute, regulation law or similar provision. The agreement also provides for termination by either party in the event of a breach that remains uncured or by CytoCore under certain circumstances, including the sale or insolvency of the distributor or the participation of Palex in any illegal or prohibited re-export or sale activities.

     Under the agreement, Palex may not market, sell, promote or otherwise distribute any products that are comparable to or compete directly or indirectly with the Company’s products without CytoCore’s consent, and the distributor may not establish any branch, or maintain any distribution depot, outside of its territory for the sale of the products. Breach of any such non-competition obligation constitutes grounds for termination of the agreement. The distributor is also bound by confidentiality obligations.

     A copy of the press release announcing the agreement with Palex is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     99.1      Press release dated November 13, 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CytoCore, Inc.
Dated: November 16, 2007	By:	/s/ Robert F. McCullough
		Robert F. McCullough
		Chief Executive Officer, Chief Financial Officer and Director

EX-99.1

Exhibit 99.1

Press Release Source: CytoCore, Inc.

CytoCore announces its Third International Distribution Agreement

Tuesday, November 13, 9:30 am ET

CytoCore signs Agreement with Grupo Palex SA for distribution in Spain

CHICAGO—(BUSINESS WIRE)—CytoCore, Inc. (OTCBB:CYCR — News) , a biopharmaceutical research and medical device company focused on early detection and treatment of reproductive-tract cancers, today announced that it has entered into a five year agreement with three-one year “evergreen” extensions with Grupo Palex SA for distribution of the SoftPap Cervical Cell Collector into Spain. Palex is one of Europe’s leading distributors of medical products and services to hospitals. Palex’s agreement calls for minimum sales of 600K units the first year, 1.2mm units the second, 2.4mm units minimum the third year, with 10% increases each year thereafter.

CytoCore CEO Robert McCullough Jr. stated “Palex is recognized as a leader in bringing new medical technology to their markets. We are very excited with this agreement and the opportunity to partner with Palex as we enter the European markets. Palex has expertise in the diagnostic market and they have expressed an interest in helping us develop and expand the Automated Image-Guided Proteomic System (AIPS) platform. The AIPS system provides the cytologist with computerized assistance in the evaluation and review of conventionally and fluorescently stained cytology specimens. CytoCore is developing and testing fluorescent Uterine and Cervical cancer screening assays to work with the AIPS platform.”

“Dr. Augusto Ocana who helped build CH-Werfen to a billion dollar European medical products company has brought his years of international distribution experience to support CytoCore’s overseas marketing efforts,” stated McCullough. “We are very pleased with the quality of the international distribution channels that Dr. Ocana has made available to CytoCore in Spain, Italy and Portugal.”

About Grupo PALEX SA

Grupo Palex SA celebrated 50 years of operation in 2005. Palex’ provides a full range of logistics, technical assistance and service support for its customers and product lines. Palex concentrates on supplying the latest in medical technology to its clients. Their areas of specialty include: Anesthesia, Cardiac Surgery, Diagnostics, Electrophysiology, General Surgery, Gynecology, Interventional Cardiology and Radiology, Orthopedic Surgery, Robotics, Tissue Regeneration and Urology. For more information on Grupo Palex SA., visit their web site: www.palexmedical.es/english/index.php

About CytoCore Inc.

CytoCore is focused on women’s health. The company develops and manufactures cost-effective medical devices and cancer screening systems which can be used in a laboratory or at the point-of-care to assist in the early detection of cervical, endometrial, and other cancers. The CytoCore Solutions ™ System is being developed to provide medical practitioners with highly accurate, low-cost, cervical and uterine cancer screening systems that can be seamlessly integrated into existing medical models. More information is available at: www.CytoCoreInc.com

Certain statements in this release are forward-looking. These statements are based on CytoCore’s current expectations and involve many risks and uncertainties, such as the company’s inability to obtain sufficient financing, the possibility that clinical trials will not substantiate CytoCore’s expectations with respect to the CytoCore Solutions™ System and other factors set forth in reports and documents filed by CytoCore with the Securities and Exchange Commission. Actual results may differ materially from CytoCore’s current expectation depending upon a number of factors affecting the Company’s business. These factors include, among others, risks and uncertainties detailed in the Company’s periodic public filings with the Securities and Exchange Commission, including but not limited to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. Except as expressly required by law, CytoCore undertakes no obligation to publicly update or revise any forward-looking statements contained herein.

Contact:
CytoCore, Inc.
Daniel J. McMahon, (847) 221-2876
dmcmahon@cytocoreinc.com
or
BVK
Andrea Kozek, (414) 247-3852
akozek@bvk.com