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) May 19, 2008

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 510, 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 May 19, 2008, CytoCore, Inc. executed a Supply Agreement with QuantRx Biomedical Corporation, a developer of products for advanced diagnosis of serious disease and health conditions (“QuantRx”). Pursuant to the agreement, CytoCore will market, sell and distribute QuantRx’s PadKit®, a collection kit that provides samples for cytology and human papilloma virus (HPV) diagnostics, as part of a diagnostic product developed by the parties.

     CytoCore paid QuantRx a license fee of $100,000 upon execution of the agreement, and is obligated to make certain payments upon the achievement of specified milestones. In addition, CytoCore is to pay a monthly license fee of $5,556 for 18 months, which CytoCore may prepay without penalty. CytoCore also is subject to annual minimum purchase requirements, and is obligated for the term of the agreement to purchase products only from QuantRx. QuantRx will exclusively manufacture and supply such products as CytoCore may require from time to time in accordance with the agreement, although if QuantRx is unable to satisfy CytoCore’s supply requirements, CytoCore may utilize a third party. In such event, CytoCore must pay QuantRx a royalty of eight percent (8%) of the price, net of shipping, taxes and duties.

     QuantRx granted CytoCore the exclusive right to use, market, sell and distribute the products worldwide, whether directly or contractually through independent agents or distributors, and to sublicense those rights. QuantRx also granted CytoCore a perpetual, irrevocable worldwide right and license to use the data collected in clinical trials of the products and information related to manufacturing and regulatory matters to obtain regulatory approval for marketing CytoCore’s products and services. Once approved, CytoCore will be responsible for and provide all designs, artwork and language for packaging, labeling and package insertions.

     The agreement has an initial term of five years, with automatic renewals of five years each unless earlier terminated. CytoCore may terminate upon 30 days’ notice within the first 18 months of the agreement, and upon 90 days notice thereafter. QuantRx may terminate the agreement 24 months from the date of execution, or accept $100,000 to delay such termination right for an additional 12 months, should CytoCore not achieve the specified milestones. CytoCore also may terminate for cause, as defined in the agreement to include but not be limited to the receipt of defective products more than twice a year and the failure of QuantRx to supply products in the amount requested by CytoCore.

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

Item 9.01 Financial Statements and Exhibits.
 

     99.1 Press release dated May 20, 2008

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: May 22, 2008	By:	s/ Robert F. McCullough Jr.      Robert F. McCullough Jr.
		Chief Executive Officer,      Chief Financial Officer and Director

EX-99.1

EXHIBIT 99.1

CytoCore Announces Multi Year Distribution Agreement for
Exclusive Distribution of QuantRx’s PadKit^® for Cytology
and HPV 

CHICAGO – May 20, 2008 – CytoCore Inc. (OTCBB: CYOE), the developer of cost-effective, highly accurate screening systems for early detection of gynecological cancers and sexually transmitted diseases announced an exclusive agreement with QuantRx Biomedical Corporation (OTCBB: QTXB) to distribute its PadKit® Collection Kit to provide samples for Cytology and Human Papalloma Virus (HPV) diagnostics, for the worldwide women’s health laboratory market.

Richard Domanik, President and Chief Operating Officer of CytoCore, stated, “We are excited to be able to expand our support of the worldwide women’s health market with this truly innovative product. QuantRx has done a remarkable job in perfecting the pad technology, and we are pleased to move into the next phase of product marketing through our partnership. QuantRx will be our exclusive manufacturer for this product, which allows us to introduce a new paradigm in cytology sample collection for gynecological cytology. PADKit(r), which complements the capabilities of our SoftPap(r) Collector, provides us with a convenient and largely technique independent means for collecting a gynecological sample for both conventional and AIPS-based cytological, HPV and other tests.”

“CytoCore is focused on the Cytology market, and brings decade of expertise to this market. This agreement will allow QuantRx to accelerate its PAD technology to the market, and focus our in-house R&D efforts on new applications.” said William Fleming, QuantRx’ Chief Science Officer. “The completion of this project revalidates QuantRx’s strategic position in the diagnostic market as a developer and manufacturer of new products and cutting edge technology.”

CytoCore, Inc.

CytoCore develops cost-effective, highly accurate screening systems for early detection of gynecological cancers and sexually transmitted diseases. Designed for easy deployment at a laboratory or at the point-of-care, the CytoCore suite of sample collection technologies assists in the detection of cervical, endometrial, and other cancers, as well as the human Papilloma virus. 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.

About QuantRx Biomedical (www.quantrx.com)

QuantRx Biomedical Corporation (OTCBB: QTXB) is a broad-based diagnostics company focused on the development and commercialization of innovative diagnostic products based on its patented technology platforms for the worldwide healthcare industry. With synergistic expertise in the discovery of diagnostic platforms and the commercialization of products for use by healthcare professionals and consumers, QuantRx is focused on providing more accurate, reliable, and faster diagnoses that result in improved patient care.

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-KSB for the year ended December 31, 2007. Except as expressly required by law, CytoCore undertakes no obligation to publicly update or revise any forward-looking statements contained herein. 

Contact:
CytoCore, Inc.
Robert McCullough, Jr., 312-222-9550
or
EVC Group
Douglas Sherk/Matthew Selinger, 415-896-6820
mselinger@evcgroup.com