Item 1.01. Entry into a Material Definitive Agreement.

On September 12, 2009 Manhattan Scientifics, Inc. (the "Company") entered into a material contract with Carpenter Technology Corporation ("Carpenter"). The contract involves field-limited exclusive license of a family of patents and intellectual property on a new class of super-strong metals and alloys developed at the Los Alamos National Laboratory and in Russia.

The Company will receive fixed payments from Carpenter over an anticipated four-year period. In addition the Company will receive royalty payments based on a percentage of Carpenter's sales of the new class of super-strong metals manufactured or distributed by Carpenter.

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