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Exhibit 10.3    
    



DR.
ENRICO BEVILACQUA

NOTARY

20121 MILAN—Via Montebello 20

Tel. 654827 - 6554273—Fax 6575716 


Substitutive
tax—articles 15 and following Presidential Decree 29th September 1973 no. 601 


No. 33.038 - 6.150
Notary Register 


FINANCING CONTRACT

Republic of Italy  


        In the year 1996 (nineteen ninety-six), on Wednesday 20th (twentieth) of November. 



        In
Milan, in my Notary's office in Via Montebello 30. 


        Before
me, Dr. ENRICO BEVILACQUA. Notary resident in Milan, member of the Notaries' Association of Milan. 


        Subject
to specific agreed waiver of the presence of witnesses, made by the Parties having the requisites as per the law, 


        there
appear: 



	•
	for
BANCA NAZIONALE DEL LAVORO S.P.A., having its registered office in Rome, Via Vottorio Veneto 1992, share capital Italian Lire 2,119,492,110,000, fully paid up,
registered in the Corporate Register of Rome under no. 7210/92, tax number 0 06519 90582 and VAT no. 0 0924 51003, registered in the Association of Banks and holding company of the
B.N.L. Banking Group, registered in the list of bank groups with the Bank of Italy (which during this deed will be called more briefly "Bank"), 




        Messrs.



        GENNARO
MASTELLONE born in Naples on 20th July 1952 and 


        GIAMPIERO
SCHEPIS born in Sant'Agata di Militello (Messina) on 18th January 1960, bank officials, both resident for their positions in Como, Piazza Cavour 33/34, at
the Como branch of the above Bank, in their respective capacities as Deputy Manager the former and bank official the second, employed at this Como branch and, as such, according to the resolution of
the Board of Directors as per the Minutes no. 534 of 14th December 1994, of which a certified true copy in extract form is herewith attached under A, representing, with
joint signature, the aforementioned Bank; 



	•
	for
"CRINOS INDUSTRIA FARMACOBIOLOGICAS.P.A." having its registered office in Villa Guardia (Como), frazione Civello, Piazza XX Settembre 2, capital Italian Lire
12,000,000,000= paid up, registered in the Corporate Register of Como under no. 12.806, tax number 0 11922 70138 (which during this deed will be called more briefly "Debtor"). Dr. LAURA
FERRO, born in Milan on 3rd August 1951, resident in Milan, Via Brera 24/6 , executive, in her position as Managing Director of the aforementioned company, in possession of the
necessary powers by virtue of the minutes of the meeting of the Board of Directors of 12th November 1996, a true copy of which is herewith attached under B. 




        These
Parties, of whose identities, positions and powers I, Notary am personally certain, stipulate the following. 


ART. 1

(Amount of loan)  


        1)    The
"Bank", represented as above, grants to the "Debtor", who represented as above accepts, a loan of Italian Lire 2,500,000,000= (two billion, five hundred million)
pursuant to its Articles of 








Association
and articles 10, 38 and following of Legislative Decree no. 385 of 1st September 1993 (Consolidated Body of Law on banking and credit matters), aimed to
re-establish the working capital, under the agreements and with the obligations stated in: the rules of law currently in force on the matter and the Civil Code, this contract, the relative
receipts and specifications of terms and conditions which, signed by the parties and by myself, Notary, are attached to this deed under C to form an integral and essential part of the same, of which
the parties declare they have previous knowledge and of which they have accepted all the clauses. 


        2)    The
loan must be granted within one month of the date of stipulation of this deed; in the event that this fails to occur due to the "Debtor" failing to make the request
or for any other cause attributable to the same, the "Debtor" shall be understood as definitively having waived the loan. 


ART. 2

(Rate of interest and commission)  


        1)    The
"Debtor" is obliged to pay the "Bank" on this loan the interest calculated according to the effective days divided by 360 (three hundred and sixty), deferred
half-yearly at the annual nominal rate—rounded up to the sixteenth—equal to the rate relative to the inter-bank Italian Lira ("RIBOR"—Rome
Interbank Offered Rate) "letter" at six months, increased by 0.25 (zero point two five) points. The aforementioned rate will be increased by the spread of 1.50 (one point five) points in favour of the
"Bank". 


        2)    The
"RIBOR" will be taken on the computer market of deposits (M.I.D.) at 12.00 noon (by the A.B.I. (Italian Bankers' Association) M.I.D. and A.T.I.C. committee) on the
"ATIA" PAGE OF THE Reuters Italia S.p.a. circuit—Milan on the second business day prior to the date on which the interest takes effect. 


        3)    The
"Bank" will notify to the "Debtor", before each due date of the instalment of interest, the resulting rate and the sum of the instalment that the "Debtor" must pay. 


        4)    The
"Debtor" also undertakes to pay the "Bank", contextually with the stipulation of this deed, a lump sum commission of extension equal to 0.50% (zero point five
percent) of the total of the loan. 


ART. 3

(Methods and terms of reimbursement)  


        1)    The
loan will be granted in one or more payments on the decision of the "Bank" under the terms and conditions and in the ways laid down by article 1 of the
specifications. 


        2)    The
loan must be reimbursed with 19 (nineteen) deferred half-yearly instalment payments falling due on the 30th (thirtieth) April and
31st (thirty-first) October of each year, made up of the sole quota of capital and each amounting to Italian Lire 131,578,947 (one hundred and thirty-one million, five
hundred and seventy-eight thousand, nine hundred and forty-seven) save the last one amounting to Italian Lire 131,578,954 (one hundred and thirty-one million, five hundred and
seventy-eight thousand, nine hundred and fifty-four) plus interest, to be paid on the same due dates, at the rate determined with the criteria as per article 2 above. 



        3)    The
start of the amortization is fixed for 1st (first) May 1997 (nineteen ninety-seven). The last instalment will fall due on 31st
(thirty-first) October 2006 (two thousand and six). 


        4)    The
interest relative to the period of pre-amortization will also be paid on a deferred half-yearly basis on the due dates of 30th
(thirtieth) April and 31st (thirty-first) October of each year, with effect from the day of extension of the credit or, in the case of several extensions, from the day of the individual
extensions and until the start of the amortization, at the rate determined with the criteria as per article 2 above. 









ART. 4

(Default interest)  


        1)    For
the late payment of the amount due to the "Bank", for whatever reason and on whatever sum for capital, interest, costs and additional charges, default interest will
be due by the "Debtor" in the proportion equal to the rate of reference for the subsidized credit operations for the sectors of industry and trade, as determined in pursuance to the decree of the
Minister of the Treasury of 21st December 1994 during the period of insolvency, increased by four points., holding good that the default rate may not be less than the rate of
reference in force on the date of stipulation of this deed increased by four points. 


        2)    In
the event that this rate were no longer in force, the default interest will be due at a proportion equal to the prime interest rate practised by the banks on
operations of investment with short-term deposits offered to its best customers (prime rate), recorded by the Italian Banking Association, each time determined during the period of
insolvency, increased by five points. 


        3)    The
default interest will take effect by full right, without the need of any warning or placing in default, but for the sole fact of the expiry of the due dates, without
prejudice of the "Bank's" faculty to consider cancelled the financing contract for non-fulfilment by the "Debtor" and thus to obtain the total reimbursement of the sums due to it for
residual capital, interest, costs and additional charges. 


ART. 5

(Real estate mortgage)  


        1)    In
guarantee of the full and punctual fulfilment of all the obligations deriving for the "Debtor" by this contract and the attached specifications, and in particular of
the return, including anticipated, of the capital sum, the payment of interest, including any default interest, and any other additional charge, as well as, in the last place, the reimbursement of
costs, the "Debtor" allows a mortgage to be registered on the real estate of its property, described at the end of this deed, as well as on all its abuttals, accessions, new buildings, extensions,
added storeys, plants, machinery and any other outbuildings and on everything that is deemed real estate in accordance with the law and that may be subsequently introduced or transported there, at its
expense and in favour of the "Bank". 


        2)    The
mortgage is registered for the total sum of Italian Lire 4,425,000,000 (four billion, four hundred and twenty-five million), of which Italian Lire
2,500,000,000 (two billion, five hundred million) for capital, Italian Lire 1,425,000,000 (one billion, four hundred and twenty-five million) for three years of interest, including default
at the rate of 19% (nineteen percent) per annum, and Italian Lire 500,000,000 (five hundred million) for costs and addition expenses (such as the contractually established charges for the cases of
cancellation of the contract and anticipated extinction of the loan; the exchange rate and currency commission risk or risk of any other kind if credit is extended in a foreign currency; legal costs
and those as per the first paragraph of art. 2855 Civil Code; the insurance premiums against fire and lightning; the reimbursement of taxes and duties), and for anything else due depending on this
contract and the additional deeds and subsequent documents of receipt. 


        3)    In
accordance with article 39 (third paragraph) of Legislative Decree no. 385/1993, the mortgage, following the application to the financing of the clause
of indexation as per article 2 of this contract, guarantees the credit of the "Bank" up to the amount of what is effectively owed due to the application of the aforementioned clause. 


        4)    The
"Debtor" expressly authorizes the competent Keepers of the Property Registers to proceed, on the simple request of the "Bank" and with the exoneration of all their
responsibility, with the registration in the special mortgage registers as consented above. 


        5)    The
"Debtor" guarantees the free and full property of the real estate subjected to the mortgage in favour of the "Bank" and the non-existence on the same of
other constraints or encumbrances of any kind, with the exception of the mortgage registration of 25th November 1994 no. 20.363/3.850 for Italian Lire 18,270,000,000
guaranteeing the loan granted with deed of 24th November 1994 no. 32.162/5.640 N0otary's Register drawn up by myself. 









ART. 6

(Costs and tax regime)  


        1)    Al
the costs inherent and consequent to this deed, including the substitutive tax as per articles 17 and 18 of Presidential Decree no. 601 of 29th
September 1973 and subsequent modifications, are at the expense of the "Debtor", that expressly takes them on. In this regard, the tax benefits granted by article 15 of the
aforementioned Presidential Decree are claimed. 


        2)    In
particular, all the charges, commission and expenses attributable to the "Debtor" depending on this contract and in the period of duration of the loan, shown in the
synthetic notices and in the analytical information sheets published by the "Bank", pursuant to art. 116 of legislative decree no. 385/1993, on the basis of the rates in force at the "Bank",
are at the expense of the "Debtor" that expressly takes them on. In this regard, the "Debtor" specifically approves, in accordance with article 117, fifth paragraph, of the aforementioned
legislative decree, that in the period of duration of the financing, the aforementioned charges, commission and expenses may vary unfavourably in its regard; any variations will be notified by the
"Bank" in the ways and according to the terms established by Chapter VI Paragraph I of the aforementioned legislative decree. 


        3)    This
deed benefits from the reduction of notary's fees laid down by article 39, last paragraph of Legislative Decree no. 385 of 1st September
no. 385. 


        4)    Pursuant
to article 117, first paragraph, of the aforementioned legislative decree no. 385/1993, the "Debtor" acknowledges that it will receive, from the
Notary drawing up this act, a true copy of this contract and relative additional deeds and documents of receipt, complete with the details of registration and the formalities of registration that have
been carried out. 


ART. 7

(Specific approval of the clauses of the specifications)  


        The "Debtor" declares specifically approving the clauses of the attached specification relative to the insurance obligations (art. 3); obligations relative to the
assets forming the object of the financing (art. 4); waiver of subrogation and assistance (art. 6); payments and tax charges (art. 7); cancellation ipso iure (art. 9), further causes of cancellation
of the contract (art. 10); effects of the cancellation of the contract (art. 11); attribution of the payments (art. 12); waiver of objections (art. 14); evidence of the credit (art. 15); anticipated
redemption (art. 19). 


ART. 8

(Election of domicile)  


        1)    The
"Bank" for the purposes of the mortgage elects special domicile in Como c/o the local Branch of the BANCA NAZIONALE DEL LAVORO in Piazza Cavour 33/34 and, for all
other purposes of this deed as for any judgement, always in Como, c/o the same Branch. 



        2)    The
"Debtor" for all the purposes of this deed, elects domicile in Villa Guardia, frazione Civello, at its registered office in Piazza Settembre 2. 










DESCRIPTION
OF THE REAL ESTATE FORMING THE OBJECT OF THE MORTGAGE—owned by the "Debtor": 


        In
the commune of VILLA GUARDIA, frazione Civello, Piazza XX settembre 2, industrial complex for the production of pharmaceuticals divided into two buildings of which: 



        building
A, with a cadastral surface area of 3.84.15 hectares, is thus identified in the current property census maps and registers of the aforementioned commune: 


        LAND
REGISTER—Civello Section 



	Part 790—Sheet 9—plat maps	 	 
	no. 19	 	-0.32.00 hectares
	no. 21	 	-0.12.40 hectares
	no. 661	 	-0.20.40 hectares
	no. 662	 	-0.01.90 hectares
	Part 867—Sheet 9—plat maps	 	 
	no. 1166	 	-0.00.30 hectares
	no. 1176	 	-0.00.40 hectares
	no. 1608 (formerly 738 sub. b)	 	-0.00.40 hectares
	no. 1653 (formerly 1041 sub. b)	 	-0.00.50 hectares





NEW
LAND PROPERTY REGISTER

Part 13—Civello section

Sheet 2—plat maps

1303 -0.22.30 hectares

1304 -0.00.20 hectares—Piazzale XX Settembre 2—

1306 -0.00.90 hectares Ground floor, 1, 2—

1306 -0.01.30

Sheet 5—plat maps

118 -0.07.80 hectares

119 -0.14.90 hectares

123 -2.42.70 hectares

124 -0.08.10 hectares

126 sub. 1 -0.8.40 hectares

1089 -0.0070 hectares

1207 -0.04.90 hectares

1308 -0.0025 hectares

1309 -0.00.30 hectares

1310 -0.02.20 hectares




with the note that:


        a)    the
current surface area of plat map 123 - 2.42.70 hectares is that resulting following the fractioning with type no. 77599 of the year
85 approved on 8th October 1985 no. 7 protocol type; 


        b)    the
building surveyed in the New Land Property register in plat map 126 is also surveyed in the Land Register (part 451) on Sheet 9—plat map 126 sub.
2—portion of rural building—without a surface area and for the same, following work carried out in 1950, a report of variation to the Tax Technical Office—Land
Property Register of Como on 17th February 1992 under no. 10; 


        c)—plat map
1308 corresponds to an ENEL (Italian Electricity Board) substation; 


        d)    as
far as all the other buildings surveyed in the New Land Property Register are concerned, plat map no. 20.973 was presented on 27th
February 1987 and variation report no. 76 of 30thMarch 1987 for extensions and different distribution of the internal areas, in connection with the application for
the building amnesty made on 1st April 1986 under no. 2495/696 Ref.—no. 457 San—no. 0142259909 Progressive
form 47/85 - 5, for which the amnesty was granted Ref. no. 6681/2011 on 19th June 1993; 










        e)    the
areas distinguished by plat maps 1166, 1176, 1608 and 1653 correspond to the relative adjacent road surface (or semi-surface). 


        ADJACENT
from the east, looking south, proceeding in a clockwise direction, 


        the
Ferrovia Nord Milano railway (Como-Varese line), the railway station, Piazza XX Settembre from which there is access, third parties' property (surveys 647, 828, 758, 438,
437, 739, 117), consortium road, 1041 c, 67 a, 67 f, 67 e, 67 d, 109, consortium road called del Rià (now via Roma), 55, 1204, 1202, 1206 and 880. 


        building B, with a cadastral surface area of 0.31.80 hectares is thus identified in the current plat maps and property registers of the
aforementioned commune: 


        LAND
REGISTER—Civello section 


        Part 435—Sheet
9—plat map 


        no. 212 - 0.31.80
hectares. 


        ADJACENT
from the east, looking south, proceeding in a clockwise direction: 


        Via
Firenze; Via Milano; third parties' properties (survey 195); the Ferrovia Nord Milano railway (Come-Carese line); plat maps 128 c, 128 b, 128 a. 



        For
better identification, the industrial complex described above is outlined in red on the plan which, signed by the Parties and by myself Notary, is attached to this deed under D. 


        And,
on request, I Notary, have received this deed which I have read to the Parties appearing before me who approve it and sign it with myself, Notary, exonerating me of reading
attachments A, B, C and D. 


        It
consists of four sheets typed on fourteen whole pages less two lines by a person in my trust, and a little by myself, Notary. 



	/s/  Gennaro Mastellone      
 Gennaro Mastellone	 	 
	

/s/  Giampiero Schepis      
 Giampiero Schepis	
 	

 
	

/s/  Laura Ferro      
 Laura Ferro	
 	

 
	

/s/  Enrico Bevilacqua      
 Dr. Enrico Bevilacqua, Notary	
 	

 





Stamp
on first page:

Registered in Milan

Public Deeds

on 22/11/1996

No. 17970

Series Vol. 402

Paid: Lire Thirty



The
Director

Dr. Andrea Itri 










Attachment "A" to the deed

drawn up by Notary Mario Liguori

of Rome Register 92209/19614

on 8th March 1995 



	Attachment A to Register no. 33.036/6150	 	NOTARY

Dr. Mario Liguori

ROME—44 Via Federico Cesi

Tel.        3212953        3212954

321324(illegible)






BANCA NAZIONALE DEL LAVORO S.P.A.  


 MEETING OF THE BOARD OF DIRECTORS  


MINUTES
NO. 534 


Meeting
of 14th December 1994 


        The
Board of Directors, called by registered letter of 6th December 1994, met at 3.30 p.m. on the premises of the registered office of the Banca Nazionale del
Lavoro S.p.A. 


        Chairman:
Dr. Mario Sarcinelli 


        Secretary:
Dr. Giovan Domenico Formosa 


        The
following are also present: the Deputy Chairman Dr. Rodolfo Rinaldi; the Managing Directors Dr. Gino Trombi and Dr. Davide Croff; the Directors Dr. Bruno
Bugli, Girogo Alfredo Cassinelli, Dr. Walter Chiucini, Mr. Mario Colombo, Prof. Angelo Detragiache, Dr. Mario Fornari, Prof. Franco Alfredo Grassini, Mr. Vincenzo Mungari,
Mr. Paolo Sciumè, Dr. Antonio Torella and, from 4.00 p.m., Mr. Lorenzo Pallesi and Dr. Giuseppe Pasqua. 



        The
following are in attendance for the Board of Auditors: the Chairman prof. Pier Giovanni Marzili; the Auditors Dr. Vincenzo Avizzano, Dr. Diego Siclari, Dr. Fabio
Trizzino and, from 4.30 p.m. Dr. Sergio Maggi; representing the Control Body Dr. Rodolfo Cutino; for the Head Office Mr. Giovanni Garone, Head of the Legal Department;
Dr. Alberto Mucci, Head of the Research and External Relations Department, the Substitute Secretary Dr. Gennaro Riccardo. 


        The
Chairman informs the meeting that the Directors Mr. Pier Luigi Cassietti, Prof. Mario Draghi and Prof. Giuseppe Palma have justified their absence. 



        The
meeting of the Board of Directors is therefore regularly formed in accordance with the Articles of Association and eligible to discuss and pass resolution on the following 


AGENDA  


PART
OMITTED 


	3)
	PERSONNEL




        Provisions
on the attribution of the powers of signature to employees 


PART
OMITTED 


        The
Board of Directors, on the proposal of the Managing Directors, having seen art. 37 of the Articles of Association, holding good that the powers of signature are exercised by the
qualified personnel after taking, where foreseen, specific measures by the Function of the Head Office or the competent Network and delegated to pass resolution, 


unanimously
passes resolution 









	1)
	to
confirm the following limits and ways for the exercise of the company signature:



	•
	the
Managing Directors have the power to sign separately all the documents and texts of any kind;



	•
	the
power to sign documents and texts as above is also due, jointly to two executives with the position of Central Director or Central Co-Director;



	•
	the
power of the company signature may be exercised jointly by two employees with the position of official or executive, expressly qualified for this; this power will be
exercised exclusively for those documents and texts of the individual structures (meaning by this, distinctly, the Central Functions, the Branches and Representative Offices in Italy and abroad), the
employees of which are assigned, holding good that the employees of a Branch also have the faculty of signature for the units (Branch offices, agencies etc.) depending on it;



	•
	the
documents and texts of the Central Functions and Branches, as per the lists A) and B) transcribed below may be signed with a single signature by a
qualified employee;



	•
	the
documents and texts as per list C) transcribed here below do not require the signature of an official or executive;



	•
	the
Representative Offices of the Bank abroad are authorized to sign:



	a)
	the
correspondence relative to the individual Offices, which do not entail commitments for the Bank with regard to third parties;



	b)
	the
endorsements or receipts of cheques, money orders and any other value made out in the name of the Offices;



	c)
	transactions
in general on accounts at any Bank or body in the name of the offices;






	•
	the
faculty of signature as per the previous paragraph is transferred to the head of each Representative Office and, in his lieu, the Deputy or other employee expressly
authorized to sign;






	2)
	to
confirm the faculty of signature for the executive personnel of the Bank who were previously qualified, as per the list D) kept in the records; 



PART
OMITTED 


List
A) 


Exercise of the single signature at the Central Functions  



	a)
	certification
of the employer for the compensation paid during the year;



	b)
	certification
of the severance pay indemnities for employed work or advances on these indemnities paid in the year;



	c)
	certification
of the interest on loans granted to employees;



	d)
	communications
between Central Functions and between these and Branches of an ordinary nature and not involving commitments or opinions on matters of their respective competences;



	e)
	correspondence
which has a character of communication, information, request for information, reminders, or contains provisions of an administrative nature regarding transfers of
securities between Branches or the collection of dividends, or accompanying documents and securities excluding however the documents and texts involving commitments or expense for the Bank;



	f)
	documents
and texts relative to the execution of attachments and provisions of attachment of assets existing c/o the Bank and/or documentation relative to credit relations of any type;
filling of requests for judicial information; communications concerning decisions adopted on 










the
liquidation of fees to lawyers and external consultants, notifications to Inland Revenue offices. 





        For
all the Central Functions, the rules concerning the use of the single signature at the Branches are in any case valid. 


List
B) 


Exercise of the single signature at the Branches and other Branches in Italy and abroad  



	a)
	endorsement
and receipt for whatever reason on bills of exchange, money orders, postal orders (ordinary and telegraphic), on certificates of credit, on ordinary cheques, bank drafts
and postal cheques and other addresses of banks or business, on definitive or temporary certificates of State securities, bonds or shares, on Treasury bonds and on temporary receipts representing
these securities, on certificates of deposit, pledge notes, bills of lading and documents in general relative to goods, without limitations of amounts;



	b)
	legalization
of the signature of endorsement on shares pursuant to art. 12 of Royal Decree no. 239 of 29thMarch 1942;



	c)
	issue
of the Bank's bank drafts without limitation of the amount;



	d)
	endorsement
on forms of bank drafts to be supplied to correspondents for issue;



	e)
	issue,
without limitation of the amount, of deposit books on current or savings accounts, of certificates of deposit and of interest-bearing bonds whether they are pertinent to the
Bank or issued on behalf of the BNL Sezione di Credito Cinematografico e Teatrale SPA and of the Coopercredito SPA or of third party banks. These documents will be countersigned by an employee
appointed to cash desk transactions (with the qualification of "1st category employee" or other hierarchically superior employee);



	f)
	issue
of receipts of deposits of securities in deposit. in guarantee and for anticipation, without limitation of the amount; issue of contracts of lease and identification cards for
safety deposit boxes. These documents, with the exclusion of the "identification cards" only, will be countersigned by an employee appointed to cash desk transactions (with the qualification of
"1st category employee" or other hierarchically superior employee);



	g)
	letters
of debit on accounts of any kind, without limitation of amount;



	h)
	letters
of credit on accounts of any kind up to the limit of Italian Lire 50 million or counter value:



	i)
	orders
of deposit or transfer to Italy and abroad and issue of cheques to foreign correspondents up to the limit of Italian Lire 50 million or counter value; issue of post
cheques up to the limit of Italian Lire 10 million;



	l)
	contract
notes for operations in cash of any amount, requests for remittance of contract notes, for operations of any nature and amount;



	m)
	accompanying
letters of securities, bills of exchange, cheques, money orders, of values in general, of statements of account (current accounts and securities accounts) and of documents
of any nature whatsoever without limitation of amount;



	n)
	notices
to transferors of the payment of bills, cheques and any other security, document or value in general, up to the amount of Italian Lire 50 million or counter value,
notices to transferors of the non-payment or non-acceptance of bills of any amount, requests for instructions for outstanding remittances and requests for the result of bills
of exchange and cheques of any amount;



	o)
	recall
of bills, cheques and any other security, document or value in general, in Italy and abroad existing at transferees up to the limit of Italian Lire 50 million or counter
value;



	p)
	letters
to advise that securities and values in general for any amount are being sent; 











	q)
	certification
of withholding taxes;



	r)
	certification
of bank liabilities as per art. 34 of Presidential Decree 29.9.1973 no. 600;



	s)
	certification
on payment of taxes made at the Bank as delegate by virtue of legislative provisions;



	t)
	correspondence
which has a character of communication, information, request for information, reminders, excluding however the documents and texts involving commitment or expense for
the Bank;



	u)
	documents
and texts of the Treasury Services of the Municipality of Rome and of employees of special companies; this faculty is conferred on the employees qualified to sign for the
competent Rome branch;



	v)
	financing
contract of any kind extended by the Bank for unitary amounts of not more than Italian Lire 300,000,000 (three hundred million);



	w)
	documents
connected and/or consequent to financing contracts, splitting, waivers and reductions of mortgages or liens in implementation of compliant resolutions of the competent
deciding bodies;



	x)
	consent
for mortgage cancellations, when the credit is wholly recovered or in implementation of a resolution of the competent bodies;



	y)
	documents
of receipt and subrogation for the payment of indemnities by the SACE (Export Credits Guarantee Department); insurance policies in application of loans granted pursuant to
Law 24/5/1977 no. 227 (financing of credits inherent to the export of goods and services). 



List
C) 


Documents that do not require the signature of an official/executive  



	1)
	The
following may be signed by personnel belonging to the category of "cadres" in compliance with the resolution of the meeting of the Board of Directors of 19.9.1990:



	•
	correspondence
with third parties with a character of communication or request for information, or reminders, excluding however documents and texts involving commitments or
expense for the Bank;



	•
	communications
of debit, excluding those to correspondents, up to the limit of Italian Lire 10 million or counter value;



	•
	communications
of credit to accounts of any kind, up to the limit of Italian Lire 3 million or counter value;



	•
	endorsements
for collection, letters of debit and/or accompanying letters for the remittance of securities, bills of exchange, cheques, money orders, values in general up to
the limit of Italian Lire 50 million or counter value and documents of any kind;



	•
	letters
of collection/withdrawal of bills, cheques or any other security, document or value in general, at correspondents/transferees in Italy up to the limit of Italian
Lire 3 million or counter value;



	•
	certifications
against payments of taxes made to the Bank as delegate by virtue of legislative provisions;






	2)
	the
receipt on money orders, bank cheques, bills of exchange and other documents, without limit of amounts, may also be made by employees appointed to cash desk transactions (with the
qualification of "1stcategory employee" or other hierarchically superior employee). 




        The
signatures of receipt or endorsement by Branches on any kind of securities are valid when the securities themselves are in the name of or endorsed generically to the "Banca Nazionale
del Lavoro". 










        Certifications
for payment of taxes made at the Bank, as a delegate by virtue of legislative provisions. may also be signed by employees appointed to cash desk transactions. 


PART
OMITTED 


        There
being no other business to discuss, the Chairman declares the ordinary meeting closed. It is 6.39 p.m. 



	/s/  Formosa      
 The Secretary	 	/s/  Sarcinelli      
 The Chairman





Register
no. 91042 


        I
the undersigned Dr. MARIO LIGUORI, Notary in Rome, with my office in Via Federico Cesi 44, member of the Notaries' Association of Rome, Velletri and Civitavecchia 


certify



that
I have extracted the above from the Mintes' Book of the Meetings of the Board of Directors of the BANCA NAZIONALE DEL LAVORO S.p.A., having its registered office in Rome, Via Vittorio Veneto 119,
(meeting of 14th December 1994), book stamped, validated and kept regularly pursuant to the law. 


        I
also certify that the omitted parts do not modify what is shown here above. 



	Rome, twenty-third December nineteen, ninety-four	 	 
	

/s/  Mario Liguori      
 Mario Liguori

(Round Notary's seal)	
 	

 










        I
the undersigned Dr. MARIO LIGUORI, Notary in Rome, with my office in Via Federico Cesi 44, member of the Notaries' Association of Rome, Velletri and Civitavecchia 


certify



that
the above is a true copy of attachment "A" to the deed drawn up by myself on 8th March 1995 Register no. 92209/18614 registered in Rome Public Deeds on
20th March 1995 under number 14150/B and registered at the Corporate Register on 27th April 1995 under no. 7210/92 Corporate Register. 



	Rome, 2nd August 1995	 	 
	

/s/  Mario Liguori      
 Mario Liguori

(Round Notary's seal)	
 	

 












Attachment B to Register no. 33.036/6150 


CRINOS
Industria Farmacobiolgica S.p.A.

Registered office: Villa Guardia (Como)

Share capital: Italian Lire 12,000,000,000 


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

OF 12TH NOVEMBER 1996  


        The
Board of the Directors met on 12th November 1996, in Milan, Galleria Passarella 2, at 11.00, following the regular convocation. 


        Dr. Laura
Ferro, on the explicit request of the Chairman, Dr. Gianfranco Ferro, takes the chair of the meeting, assisted by the Secretary Dr. Enrico Zanzi. 


        The
Chairperson, having acknowledged the presence of the other Directors: 



	•
	Dr. Gianfranco
Ferro



	•
	Dr. Paolo
Pierpaoli 




        as
well as of the Statutory Auditors: 



	•
	Dr. Enrico
Zanzi



	•
	Dr. Vittorio
Mariani



	•
	Dr. Ramiro
Tettamanti 




declares
the meeting open to discuss the following 


Agenda  



	•
	Resolution
of taking on a loan of Italian Lire 2,500,000,000 (two billion five hundred million) with the BNL Industrial Credit Division and delegation of the necessary
powers to the representative of the company who must be present at the stipulation of the contract. 




Dr. Laura
Ferro takes the floor and reports that the company has obtained from the BNL Industrial Credit Division the extension of a loan of two billion five hundred million Lire. The relative
contract must be stipulated under the conditions fixed in the resolution on 14th August 1996 taken by the competent decision-making body of the bank and specifically: 


        1.     The
loan pursuant to articles 10 and 38 of Legislative Decree no. 385/93, which will be paid in a single payment, will be granted and accepted for the sum of
Italian Lire 2,500,000,000 (two billion five hundred million) on the basis of the conditions, methods and terms that will be fixed in the loan contract. 


        2.     The
company must undertake to reimburse the amount of the aforementioned loan within ten years and pay the relative interest, additional charges and costs and must take
on the commitments laid down in the contract and relative specifications. 


        3.     The
extension of the credit may take place after all the guarantees have been acquired and all the conditions laid down in the relative resolution of extension have been
fulfilled. 


        4.     The
company, in the event that it has recourse to a funding in foreign currency, must also bear the cost of currency commission, any costs and expenses deriving from loan
contracts stipulated by the bank for the provision of funds and the charge connected with the exchange rate risk. 



        5.     To
guarantee the punctual fulfilment of all the contractual obligations, the company must allow the mortgage registration on the real estate forming the
chemical-pharmaceutical complex located in the commune of Villa Guardia (Como), Piazza XX Settembre 2, extending over 












approximately
40,000 sq.m. and on all the adjacent parts, accessions, new buildings, extensions and added storeys as better identified in the plan which will be attached to the financing contract. In
any case, the financing will be granted on consolidation of the collateral guarantees. 


As
the company is interested in reaching the stipulation of the aforementioned financing contract, Dr. Laura Ferro proposes that the Board of Directors passes resolution on accepting the
aforementioned terms and conditions. 


The
Board of Directors, having heard the report, having considered the utility of the operation in relation to the company purposes, after extensive discussion, unanimously accepts the proposal and 



passes
resolution 



	•
	to
stipulate with the BNL Industrial Credit Division a financing contract for a sum not greater than Italian Lire 2,500,000,000= (two billion, five hundred million) under
the conditions shown in the report and which are to be understood as shown in full herein;



	•
	to
appoint, for all acts inherent to the completion of the aforementioned financing, on the Director



	•
	Dr. Laura
Ferro, born in Milan on 3.8.1951, in her capacity as Managing Director, so that, in the name and on behalf of the company, she may be present in person or
through special representatives, at the signature of the financing contract. 



Dr. Laura
Ferro is also authorized, personally or through special representatives, to allow the mortgage registration, for the total sum that will be established by the bank to guarantee the
financing, on the assets owned by the company as shown above. 


Dr. Laura
Ferro is also authorized. personally or through special representatives, representing company; 



	•
	to
request the extension of the credit, collecting the total sum and issuing a receipt;



	•
	to
adjust and complete, if necessary, the property register data relative to the real estate offered in guarantee and to exonerate the Keepers of the property registers and
the Clerks of the Courts of all responsibility regarding the formalities that must be carried out in relation to the financing contract;



	•
	to
agree with the lending bank all the terms and conditions inherent to the contract;



	•
	to
stipulate with the same bank any additional acts that may be necessary int eh future to discipline the conditions, ways and terms of reimbursement of the loan; 




in
short, to carry out all operations necessary and of use for the completion of the loan, being vested if necessary with all the widest powers; the foregoing is a fully ratified pledge and
no-one may raise any objection to shortcomings of powers or appointment. 


        There
being no other business to discuss, the meeting is adjourned at 12.15 p.m. after reading and approval of these minutes drawn up during the meeting. 



	/s/  Laura Ferro      
 Dr. Laura Ferro—The Chairperson	 	 
	

 	
 	

 
	/s/  Enrico Zanzi      
 Sr. Enrico Zanzi—The Secretary	 	 




=
= = = 


Register
no. 33.035 


Milan,
the 20th (twentieth) November 1996 (nineteen ninety-six). 










        I,
the undersigned Dr. ENRICO BEVILACQUA, Notary resident in Milan and a member of the Notaries' Association of Milan, hereby certify that this copy on two sheets is true to the
original minutes existing in the Minutes' Book of the meetings of the Board of Directors of the company "CRINOS INDUSTRIA FARMACOBIOLOGICA S.P.A.", having its registered office in Villa Guardia
(Como), Frazione Civello, Piazza XX Settembre 2, capital Italian Lire 12,000,000,000.= paid up, registered in the Corporate Register of Como under no. 12.806; Book duly stamped and numbered,
initially endorsed by the Notary Giorgio Miserocchi on 16th November 1995 under Register no. 91.501, and kept according to the law. 


        This
is issued on unstamped paper for the formalities of financing with the BANCA NAZIONALE DEL LAVORO—S.P.A. 



	/s/  Enrico Bevilacqua      
 Enrico Bevilacqua, Notary

Round Notary's seal	 	 










Attachment C to Register no. 33.036/6.150

Banca Nazionale del Lavoro S.p.A.

Industrial Credit Division 


Attachment



SPECIFICATIONS

of the terms and conditions forming an integral part

of the financing contract  


Art. 1

(Conditions and methods for extension)  


        The sum of the financing will be granted on one or more payments on the "Bank's" decision, after the guarantees have been acquired and the conditions laid down in
the resolution of extension have been fulfilled, on condition that, after the stipulation of the contract, no prejudicial events or circumstances have taken place. In particular, the extension may
take place after the "Debtor" has produced, at its care and expense, the following documentation: 



        a)    in
the case of a financing contract stipulated by public deed, a true copy, issued in executive form, of the contract, as well as a definitive notary's declaration, in
which the following is certified without reserve: 



	•
	that
the "Debtor" and any "Mortgage providers", "parties affording" the lien and "Guarantors" are regularly present in the contract and in the full and free enjoyment of
their rights;



	•
	that
the mortgage that may guarantee the financing has been regularly registered and eleven days have passed from the date of the registration, that it has the degree laid
down in the resolution of extension and the mortgaged real estate is fully owned by the "Debtor" and any "Provider of Mortgage"; 




        b)    in
the case of financing contract stipulated by a registered private agreement, the original provided with the details of registration, as well as documentation, to be
produced in the form requested by the "Bank", proving that it is regularly present in this contract and has full and free enjoyment of its rights; 


        c)     in
the case of financing guaranteed by mortgage and/or lien, a duplicate of the note of mortgage registration and a copy of the insurance policy relative to the assets
offered in guarantee, duly secured in favour of the "Bank", as well as a duplicate of the note of registration of the lien and copy of the Legal Announcements Sheet in which the relative notice was
published; 


        d)    original
documents of any guarantees stood with deeds distinct from the contract, laid down in the resolution of extension of the "Bank", or deeds showing the fulfilment
of any conditions that may be laid down in this resolution. 




        Three
months (or the shorter period established by article 1 of the contract) from the date of stipulation of the contract, if the "Debtor" has failed to produce all the above
documentation, the "Bank" may deem the contract cancelled (the preliminary expenses and any other costs relative and consequent to the financing, including that relative to the cancellation of any
formalities registered in guarantee of the same) remain at the expense of the "Debtor", save the faculty of the "Bank" to extend the aforementioned period. Similarly, the "Bank" may deem the contract
cancelled if there were to emerge circumstances of fact (even before the expiry of the aforementioned term) or defects in the documents shown above of such a nature that, if known earlier, would have
impeded the stipulation of the contract. 








        The
partial extension of the financing before the ascertainment of one or all of the conditions requested does not prejudice the efficacy of the contract and does not represent a waiver
to any guarantees acquired or to be acquired. 


Art. 2

(Programme of investments and commission of non-use)  


        The "Debtor" undertakes to use the result of the financing exclusively to achieve the purpose shown in the contract. 


        In
the event that the financing is for a programme of investments, this must be completed by the date foreseen for the start of the amortization. In the hypothesis that on such a date no
extension has been made, for any reason whatsoever attributed to the "Debtor", including the failure to make any request for extension, the financing shall be understood as definitively waived by the
"Debtor". 


        In
the event that the programme is concluded without the whole amount having been withdrawn, the loan will still enter amortization on the date foreseen for the lesser cost effectively
extended, proportionally reducing the reimbursement instalments. 


        In
the event that on the date shown for the start of amortization the amount of the loan does not appear to have been fully extended due to the programme of investments not having been
fully completed, the "Bank" shall have the faculty of cancelling the contract or allowing amortization of the loan for the lesser sum granted. 



        In
any case, the "Debtor" takes on at its own expense, the sums not used by the date fixed for the start of amortization, a lump sum commission of 0.375% to be paid on the due date of
this period. 


Art. 3

(Insurance obligations)  


        The "Debtor" and any "Providers of mortgage" and "Parties affording" the lien are jointly obliged to insure, with leading insurance companies, until the total
extinction of the debt depending on the loan and for the value deemed congruous by the "Bank": 



        a)    the
real estate that may be mortgaged and the relative outbuildings, as well as the plants, machinery, equipment and capital goods that may be subject to lien, against
the risks of fire, lightning, explosions in general, falling aircraft and any other additional risks; 


        b)    ships
that may be subject to mortgage, against ordinary risks and war risk of navigation, as well as, in the case of ships under construction, against all the risks of
construction of the ship and the relative propelling equipment (including the shop risk, launch, equipping, tests, deposit, transferring and delivery journeys) including the Protection and Indemnity
insurance; 


        c)     vehicles
that may be subject to mortgage, against the risks of third party liability, both for disaster and for injury and damage to persons and things and against the
risks of fire, theft, static risk for trailers and similar vehicles and any other additional risks. 




        The
relative policies, which must exclusively concern the aforementioned assets, will be tied to the "Bank" so that the latter can, in the event of accident or loss, collect all the sums
due from the insurance company with absolute privilege. 


        The
"Debtor" and any "Providers of mortgage" and "parties affording" the lien are obliged to restore the damaged assets to their original state. The "Bank" to which the insurance is tied
will authorize the payment of the indemnities paid by the insurance company to the beneficiaries. on condition that these have provided for the repair of the damage. Otherwise, these indemnities will
be used by the "Bank" for the total or partial extinction of the financing. 


        The
"Debtor" and any "Providers of mortgage" and "parties affording" the lien are obliged to present to the "Bank" on each of its requests, the receipts of the insurance premiums.
Failing the above, save the faculty of the "Bank" to cancel the financing contract, it will be the faculty of the 










"Bank"
to provide for the stipulation, with companies of its approval, or to renew the insurance contracts and pay the relative premiums, with right of recourse, for capital, interest, costs and
additional charges, with regard to the "Debtor" and any "providers of mortgage" and "parties affording" the lien. It is also within the power of the "Bank" to waive, on its initiative, the insurance
cover in question. 


        In
the event of accident, the "Debtor" and any "Providers of mortgage" and "parties affording" the lien are obliged, within three days, to notify the "Bank" of the accident; the latter
will be entitled to be present on the ascertainment of the loss or damage or promote them, at the expense of the "Debtor". 


Art. 4

(Obligations relative to the assets forming the object of the financing)  


        The "Debtor" and any "providers of mortgage" and "Parties affording" the lien are obliged not to change the purpose of the assets subject to the mortgage, as well
as not to remove and not to dispose of the plants, machinery. equipment and capital goods that may be subject to lien, without the written consent of the "Bank", the "Debtor" of the "Parties
affording" the lien hereby undertaking to subject to lien in favour of the "Bank" any plant, machinery, equipment or capital goods that may replace that removed or that may in any case be subsequently
installed. 


Art. 5

(Efficacy of the mortgage and of the lien)  


        The mortgage and the lien will retain full efficacy both in the case of total or partial waiving by the "Bank" of any other guarantees that are present or may be
present in the financing, both in the case of nullity or total or partial invalidity of the same. 


Art. 6

(Waiver of subrogation and assistance)  


        Any payment by whomsoever it is made, that gives rise to the partial, legal or standard subrogation, as per articles 1201 and following Civil Code, will not give
the right to assistance as per article 1205 Civil Code. 


Art. 7

(Payments and fiscal charges)  


        The amount of the instalments of interest and amortization of the loan and of any other payment however due to the "Bank" must in any case be net for the "Bank"
of any encumbrance. 


        Any
greater cost depending on taxes, duties and encumbrances of any kind, direct or indirect, personal or collateral, present or future, that may affect the "Bank" on the occasion of or
depending on the financing, as well as any increase of existing fiscal charges will be at the exclusive expense of the "Debtor", which must relieve the "Bank" of all liability, providing it, including
in anticipation, with the sum requested by the Inland Revenue, save carrying out at its own expense all the formalities and contestations it may deem well grounded, in which the "Bank" is entitled not
to take any interest. 


Art. 8

(Supplementary documents and documents of receipt)  


        The "Debtor" and any "Providers of mortgage", "Parties affording" the lien and "Guarantors" are obliged to participate in the stipulation of supplementary
documents and documents of receipt or documents modifying the financing contract that the Bank deems necessary. 









Art. 9

(Cancellation ipso iure)  


        The "Debtor" expressly acknowledges and accepts that, in the event of failure to pay two overdue instalments for the reimbursement of the capital or for the
payment of the interest including of pre-amortization, in the case of financing extended pursuant to articles 38 and following
of legislative decree no. 385/1993, or even of only one of these instalments, in other cases, the "Bank" will be entitled to deem the contract cancelled ipso iure, without placing in default or
legal request being necessary. In this case, the cancellation will take place by right when the "Bank" notifies the "Debtor" that it intends to make use of this resolutory clause. 


        If,
on the other hand, the "Debtor" were subject to insolvency, composition with creditors, forced administrative winding-up or receivership, the same will lose the benefit
of the ipso iure term, without the need for any notification by the "Bank". 


Art. 10

(Further causes for cancellation of the contract)  


        The "Bank" will also be entitled to cancel the financing contract, with fifteen days' notice from the date of sending the relative notification, in the following
cases: 



        a)    use
of the loan for a purpose other than that shown in the contract; 


        b)    failure
to present the documentation as per article 1 above; 


        c)     failure
to complete the programme of investments forming the object of the loan by the date foreseen for the start of amortization; 


        d)    modifications
of the form or company structure of the "Debtor" or termination of its activity or modification of this such as not to render the completion of the
programme of investments possible or the achievement of the purpose forming the object of the financing; 



        e)    change
in the purpose of the company assets or removal, transfer or disposal including partial or the plants, machinery, equipment and capital foods that may be subject
to mortgage or lien, without the consent of the "Bank"; 


        f)     protests
of bills of exchange or bank cheque or cautionary or enforceable actions against the "Debtor" and any "Guarantors" or if these are subject to bankruptcy
proceedings, or voluntary winding up of the "Debtor" or admission of the same to receivership; 


        g)     if
the assets that may be stood as guarantee by third parties are subject to enforceable procedure or they are subject to bankruptcy proceedings with liquidation; 



        h)    failure
to stipulate the policies as per article 3 above or failure to pay the relative premiums; 


        i)     failure
to complete the supplementary documents or documents of receipt or modification of the financing contract, or of the acts affording the lien on assets
subsequently installed, deemed necessary by the "Bank", due to a fact however attributable to the "Debtor" or any "Providers of mortgage", "Parties affording" the lien or "Guarantors"; 


        l)     cancellation
of other financing contracts granted by the "Bank" or revocation of loans that the latter may have granted to the "Debtor"; 



        m)   decrease
of the general financial guarantee of the "Debtor" and of any "Guarantors" such as to endanger satisfying the credit items of the "Bank", or reduction in the
value of the collateral that may have been stood for the financing, due to the general or local depreciation of 












the
real estate or for any other reason, such as to reduce the margin of guarantee ascertained when it was granted: 


        n)    circumstances
arise that, if they had occurred or were known previously, would have impeded the stipulation of the financing contract; 



        o)    in
the event of financing granted with funds of the "EIB" or the "ESCS", false declarations by the "Debtor in the information given to the "Bank" for the purposes of the
approval of programmes of investment by these Community bodies, or cancellation, including partial, or the loan granted by these or revocation of the guarantee of the State that may be involved in
this loan, or the "Debtor's" failure to respect the obligations imposed by these and foreseen in the financing contract and in the subsequent supplementary documents and documents of receipt; 



        q)    in
the event of financing assisted by any facilities for interest granted by the competent bodies, failure to grant, revoke or termination of these facilities. 



Art. 11

(Effects of the cancellation of the contract)  


        In all the cases of contractual cancellation, the "Debtor" must pay immediately the entire debt for any unpaid instalments, contractual interest, residual
capital, default interest at the rate established in the contract, additional charges and costs including legal costs borne by the "Bank", and for any other sum of which the "Bank" is creditors,
including any indemnities, commission and penalties laid down by the EIB or the ESCC or by Mediocredito Centrale in the event that the financing had been extended with funds from this body. 


        In
the event of financing expressed in a foreign currency, the amounts relative to the residual capital and any other cost at the expense of the "Bank" however connected with the
acquisition of the amount in foreign currency, will be converted by the "Bank" into Italian Lire at the exchange rate, fixed with the ways shown in the financing contract, in force on the date of
cancellation. 



        On
the total amount as determined above, as well as on the additional charges and costs including legal costs borne by the "Bank" and on any other sum of which the "Bank" is a creditor,
default interest will be due at the rate established in the financing contract. 


Art. 12

(Attribution of payments)  


        Save other determination by the "Bank", any payment made by the "Debtor" will be attributed in the first place to the reimbursement of the costs and additional
charges, then to the payment of the interest and, lastly, to the reimbursement of capital. 


Art. 13

(Joint and indivisible nature of the contractual obligations)  


        All the obligations taken on by the "Debtor" and by any "Providers of mortgage", "Parties affording" the lien and "Guarantors" are understood as established
jointly and indivisibly, including for each of their heirs and assignees, including individually. 


Art. 14

(Waiver of objections)  


        No objection or opposition may be raised by the "Debtor" and any "Providers of mortgage", "Parties affording" the lien and "Guarantors" in any place and for
whatever reason against the "Bank" until the latter's credit, depending on the financing, has not been completely satisfied. 









Art. 15

(Proof of credit)  


        The extracts of the accounts of the "Bank" are always full proof in any venue and for any purpose against the "Debtor" and any "Providers of
mortgage£, "Parties affording" the lien and "Guarantors", their heirs and assignees, of the amount of credit of the "Bank" with regard to the "Debtor", the same waiving, for themselves,
their heirs and assignees, any objection or contestation in this regard. 


Art. 16

(Inspections)  


        The "Debtor" is obliged to allow at any time inspections and technical, accounting and administrative verifications by representatives of the "Bank", as well as
to reimburse the relative costs. 


        In
the event of the extension of financing with "EIB" or "ESCS" funds, the "Debtor" undertakes to allow the persons designated by these Community bodies and by the Audit Court of the
European Communities to carry out visits, inspections and audits of places, plants and processes forming the object of the financing, facilitating their task. 


Art. 17

(Protection of the environment)  


        The "Debtor" is obliged to adopt, in accordance with the legislative provisions currently in force, all the technical measures necessary to eliminate all forms of
pollution of the natural environment deriving from the exercise of its activity in the real estate forming the object of this financing contract. 


Art. 18

(Application of the collective employment contracts)  


        The "Debtor" undertakes to apply to its employees conditions that are not below those shown by the collective labour contracts of the category and of the area. 


Art. 19

(Anticipated redemption)  


        It is within the faculties of the "Bank" to allow the "Debtor" to redeem the financing in anticipation, after at least nineteen months have passed from the
extension of the balance and with notice of ninety days with respect to the date of redemption, which in any case must coincide with the due date of a half-yearly instalment. For this
anticipated redemption, the "Debtor" must pay the "Bank" (as well as any rear instalments, the relative default interest, any costs and additional charges that have matured), commission of 0.75% to be
applied on the residual capital returned in advance, as well as provide for the reimbursement: 



	•
	of
the costs that the "Bank" may have to bear as a consequence of this extinction, in the event of financing at a variable rate;



	•
	the
difference between the rate of investment of the financing extinguished in advance and the rate of reinvestment of the reimbursed capital, in the case of fixed rate
financing. 




        In
the event of financing extended with funds from loans of the "EIB" or the "ECSC", the aforementioned faculty of anticipated extinction is granted to the "Debtor" only if foreseen by
the corresponding contract of loan between these bodies and the "Bank". The anticipated reimbursement may take place only with the consent of the "Bank" and subject to authorization of the
aforementioned bodies, and it must be carried out according to the conditions, ways and terms established by them. 


        Costs
and disbursements of any kind that can be documented that must be borne by the "Bank" as a consequence of the anticipated extinction of the financing remain in any case at the
expense of the "Debtor", as well as commission of 0.75% to be applied on the residual capital reimbursed in advance. 









Art. 20

(Contribution for interest)  


        In the event of failure to extend, revoke or on termination of any facilities of interest granted by the competent bodies, the "Debtor" will be understood as
having lost the benefits of the law with the obligation of paying the "Bank" the interest in full, respectively from the first instalment of pre-amortization in the first two cases and
from the termination of the contribution in the last case. 


        The
aforementioned rate will also be applied, limitedly to the amount that may exceed and for any further duration, in the event that the contribution for interest were to be granted for
an amount or for a duration of less than those of the financing granted by the "Bank". 


        In
the aforementioned cases, the faculty of the "Bank" holds good to cancel the financing contract, as foreseen under letter q) of article 10 above. 


        In
the hypotheses of failure to extend or revoke the contribution of interest, the substitutive tax as per articles17 and 18 of Presidential Decree no. 601 of 29th
September 1973 and subsequent amendments will also be at the expense of the "Debtor" and the relative amount must, on request, be reimbursed to the "Bank". 



	/s/  Gennaro Mastellone      
 Gennaro Mastellone	 	 
	

/s/  Giampiero Scempis      
 Giampiero Scempis	
 	

 
	

/s/  Laura Ferro      
 Laura Ferro	
 	

 
	

/s/  Enrico Bevilacqua      
 Enrico Bevilacqua, Notary	
 	

 













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