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Exhibit 10.7    
    



	REP no. 102338	 	Folder no. 18000




FINANCE AGREEMENT

ITALIAN REPUBLIC  


        Twentieth
of July, two thousand and four 


20
July 2004 


        In
Como, in my offices in Via Rubini 6 


        Before
me, Dr. Giorgio Miserocchi, notary public in Como, on the Como and Lecce Joint Register of Notaries Public, without the aid of witnesses, waived with my consent, the
following parties: 


        for
"BANCA NAZIONALE DEL LAVORO S.p.A." with registered office in Via Vittorio Veneto 119, Rome, registered with the BNL Banking and
Banking Group at the Bank of Italy, fully paid-up share capital EURO 1,613,633,258.16, tax code and registration number on the Rome Companies Register 00651990582, VAT number 00920451002,
hereafter called "Bank", 



	•
	GENNARO
MASTELLONE, born in Naples on 20 July 1952;



	•
	ANDREA
GIOVANNINI, born in Rome on 18 June 1972 




        both
domiciled for the purposes of this deed in Como, Piazza Cavour 32, in their functions as Executives with signatory powers for the Lombardy Area of the Bank, these powers
being conferred by resolution no. 640 of the Board of Directors of Banca Nazionale del Lavoro S.p.A. passed on 15.5.2002—copy of the power-of-attorney being
enclosed under letter "A" with the deed drawn up by myself on 10 February 2003, Rep. no. 100966/17091; 



	•
	for
GENTIUM S.p.A. with registered office in Villaguardia, Piazza XX Settembre 2, with share capital of Euro 5,000,000.00,
tax code and registration number on the Como Companies Register 02098100130 (formerly 29927 at the Como Court) and no. 240386 on the Economic and Administrative Register, incorporated until 31
December 2050, as resulting from the resolution of the Shareholders Meeting on 31 December 2000, rep. no. 27586/4665 the minutes drawn up by Notary Public Enrico Belleza of Milan,
registered in Milan at no. 1253 series I on 10.1.2001; 




        (hereafter
called the Debtor) Sig.ra............. 


        Dr. LAURA
IRIS FERRO, born in Milan on 3 August 1951, with domicile for the purpose of business at Villa Guardia, Piazza XX Settembre 2, at the company registered
office, executive, in her capacity as Chairman of the Board of Directors, authorized to sign this deed by resolution of the Board of Directors dated 23.4.2002, the minutes of which are enclosed
herewith under letter "A"; 



	•
	for
SIRTON PHARMACEUTICALS S.P.A. (formerly CRINO Industria Farmacobiologia s.p.a.) with registered office in Villa Guardia, Piazza XX Settembre 2, with share capital
of Euro 6,195,000.00—tax code and registration number on the Como Companies Register 01192270138 (formerly 12806 at the Como Court) and no. 172.507 on the Economic and
Administrative Register, incorporated until 31 December 2050, as resulting from the Articles of Association dated 24 July 1980 no. 16994 drawn up by Notary Public Enrico
Bevilacqua of Milan, registered in Milan at no. 18724 series I on 31 July 1980 (hereafter called the Mortgage Provider), Signor........... 






        Dr. SAURO
CARSANA, born in Grassobbio on 9 March 1953, with domicile for the purposes of business in Villa Guardia, Piazza XX Settembre 2, at the company registered
office, industry executive in his capacity as Chairman of the Board of Directors, authorized to sign this deed by resolution of the Board of Directors on 24.5.2004 the minutes of which are enclosed
herewith under letter "..."; 








	•
	for
FINANZIARIA SIRTON S.P.A. with registered office in Villa Guardia, Piazza XX Settembre 2, with share capital of Euro 4,791,129, tax code and registration number
on the Como Companies Register 00193780137 incorporated until 31 December 2050 




        (hereafter
called the "Guarantor") Signor.......... 


        Dr. ENRICO
ZANZI, born in VARESE on 27 December 1928, with domicile for the purposes of business in Villa Guardia, Piazza XX Settembre 2, at the company registered office,
industry executive, in his capacity as Director of the above company, authorized to sign this deed by resolution of the Board of Directors dated 24 May 2004, enclosed herewith under letter "C". 



        The
above parties, of whose identities, functions and powers I, Notary Public, am certain, have waived the presence of witnesses, with my consent, and hereby agree and covenant as
follows: 


Article 1

(Sum loaned)  


	1.
	The
"Bank" represented as specified above, grants the Debtor, represented as specified above, who accepts, a loan of Euro 2,000,000.00 (two million Euro and zero cents), in compliance
with its Articles of Association and articles 10, 38 and subsequent articles of Leg. Dec. 385 of 1 September 1993 (Joint Banking and Credit text), to make up current assets.



	2.
	The
loan is granted at the conditions and with the obligations specified by statutory requirements and the Civil Code, by this agreement, by receipts issued and the specifications of
the agreement, signed by the parties and by myself, Notary Public, and enclosed herewith under letter "D", an integral and substantial part of this agreement, the parties declaring that they are aware
of and approve the contents thereof. 


Article 2

(Interest rate and commission)  


	1.
	The
"Debtor" shall pay the "Bank" interest calculated according to the number of days using 360 as the denominator, half-yearly at the end of the period, at the annual
interbank rate for the Euro area ("EURIBOR"—Euro Interbank Offered Rate) at 6 months, increased by 0.20 (zero point two zero) percentage points. The rate will be increased by the
spread of 1.20 (one point two zero) percentage points, in favour of the "Bank".



	2.
	For
the first period of interest from the moment the loan is supplied until the due date for the first instalment, instead of the "EURIBOR" rate at 6 months, the "EURIBOR" rate
shall be applied for the shorter duration of the period.



	3.
	The
"EURIBOR" shall be the rate of short-term interbank deposits in Euro at 11.00 a.m. Central European Time, as declared by the Euribor Panel Steering Committee and
disseminated via the main telecommunications circuits and published as a rule by the Economic daily Il Sole 24 Ore, two working days before the due date for the previous interest period. Should the
due date fall on a holiday, the EURIBOR rate for the currency on the nearest working day afterwards shall be used (unless this is the last day of the month, in which case the rate for the currency on
the nearest working day prior to the due date shall be used). 



        The
"Euribor" 6-month rate today is 2.186% (two point one eight six) annually. 


	4.
	If
the Euribor rate is not available for any given day for:



	•
	future
sums to be provided, the sums shall be provided on the first working day after when the rate is made available;



	•
	for
sums already provided, the corresponding value for the previous interest period shall be used. 














	5.
	The
Bank shall notify the Debtor before the due date for each instalment of the interest rate and the sum for the instalment which the Debtor shall pay.



	6.
	Upon
underwriting this agreement, the Debtor shall also pay the Bank a commission of 0.10% (zero point one zero percent) of the loan sum.



	7.
	For
this loan the synthetic cost parameter specified by regulations governing the transparency of contractual terms and banking/financial services, is 3.71% (three point seven one
percent) as shown in the synthetic document enclosed herewith under letter "E". This figure shall be considered approximate, since the actual date for the provision of the loan is unknown. 


Article 3

(Conditions for the loan provision and repayment)  


	1.
	The
loan shall be provided in one lump sum or in different instalments as the Bank sees fit, at the conditions specified in article 1 of this agreement.



	2.
	The
loan shall be for 6 (six) years, inclusive of a pre-amortization period of 12 months and shall be used by 30 April 2005. 



The
due dates for instalments and the date of the beginning of the pre-amortization period and the due dates for the first and last instalments shall be established when the repayment deed
is signed. 



	3.
	The
loan shall be repaid in 10 (ten) 6-monthly instalments, comprising a constant portion of capital of Euro 200,000.00 (two hundred thousand and zero cents), plus the
interest calculated at the applicable interest rate as specified in article 2 above.



	4.
	Interest
in the pre-amortization period shall similarly be paid on a 6-monthly basis at the above-mentioned due dates, starting from the date of loan provision
or, where the loan is provided in instalments, from the date of the provision of each instalment until the beginning of amortization, at the rate determined by calculation as specified in
article 2 above. 


Article 4

(Interest for default)  


	1.
	Where
payments are made after due dates, for whatsoever reason, and involving whatsoever capital sum, interest and associated charges, the Debtor shall pay default interest at the
interest rate for the agreement plus five percent, not subject to periodic capitalization.



	2.
	Should
the interest for default calculated as specified above be equal to, or exceed, the 3-monthly interest rate specified in Law 108/1996 ("Dispositions concerning
usury"), for transactions under the "Mortgage" category, for every 3-month period in which the Debtor is in default, the annual rate of 5.805% (five point eight zero five percent) as
specified in the Law shall be applied and the default interest rate shall not be lower than the rate specified in the agreement.



	3.
	Default
interest shall be applied without formal notification, automatically as soon as the due date for payment of an instalment is not met, and the Bank may also terminate the
agreement forthwith, if it sees fit, requiring the Debtor to repay capital, interest, charges and costs. 


Article 5

(Property mortgage)  


	1.
	For
the purposes of guaranteeing the proper execution of this agreement and the enclosed specifications by the Debtor, and specifically the full repayment of the capital loaned as well
as the payment of interest, including any default interest, and all charges and costs arising, the Debtor and Mortgage Provider shall allow the Bank to register a mortgage on their respective
properties, as described at the bottom of this agreement, and to the land adjoining the properties, access routes, new constructions, enlargements and any other work carried out on the buildings and 








everything
considered property under the law, including additional features brought onto the properties. 



	2.
	The
mortgage shall be registered at a value of Euro 3,360,000.00 (three million three hundred and sixty thousand zero cents), of which Euro 2,000,000.00 (two million zero cents) for
capital, Euro 960,000.00 (nine hundred and sixty thousand zero cents) for interest for 3 years, including default interest, at the annual rate, for mortgage purposes only, of 16% (sixteen
percent), and Euro 400,000.00 (four hundred thousand zero cents) for supplementary charges and costs (for example in the case of prior termination of the agreement through default, exchange rate risks
and commission, and other risks in the case of loans provided in foreign currency; legal costs and the costs specified in para. 1 of article 2855 of the Civil Code; insurance premiums covering
the risk of fire and lightning; the reimbursement of taxes) and anything else owed under this agreement and supplementary deeds, giving rise to payments and the issue of receipts.



	3.
	In
compliance with para. 3 of article 39 of Leg. Dec. 385/1993, the mortgage, following application to the loan of the terms of the loan, as specified in article 2
of this agreement, the mortgage shall guarantee the Bank credit up to the sum owed under these terms.



	4.
	The
Debtor and Mortgage Provider authorize the relevant Territorial Agency—Real Estate Service—to register the mortgage upon request and without liability to
the Bank, with the relevant authorities.



	5.
	The
Debtor and Mortgage Provider guarantee free and full ownership of the mortgaged properties to the Bank and the absence of restrictions such as liens and distraint on the properties
with the exception of:



	•
	mortgage
registered in Como on 25.11.1994 under no. 20363/3850 in favour of Banca Nazionale del Lavoro, in the name of CRINOS PHARMACEUTICALS S.P.A.



	•
	mortgage
registered in Como on 26.11.1996 under no. 20963/3730 in favour of Banca Nazionale del Lavoro s.p.a. in the name of Crinos Industria Farmacobiologica s.p.a.
following transfer of the mortgage without release of the original debtor (note 7343 of 26.9.2003)



	•
	mortgage
registered in Como on 1.6.1999 under no. 11016/2938 in favour of Banca Nazionale del Lavoro s.p.a. in the name of Crinos Industria Farmacobiologica s.p.a.
following transfer of the mortgage without release of the original debtor (note 29634/7344 of 26.9.2003)



	•
	mortgage
registered in Como on 31.7.2003 under no. 25819/5003 in favour of Banca Nazionale del Lavoro s.p.a. in the name of Sirton Pharmaceuticals s.p.a. 





Article 6

(Bank guarantee)  


	1.
	The
Guarantor shall provide an indivisible, joint liability, guarantee for himself and his heirs, for an amount up to Euro 2,000,000.00 (two million zero cents) covering the proper
execution of this agreement by the Debtor, until the full and final payment of all amounts owing hereunder (with explicit waiving of release as peer article 1957 of the Civil Code),
specifically with repayment of the capital loaned and payment of interest, including any default interest, charges and costs and any other sums owing.



	2.
	Any
conditions preventing the Debtor from obtaining complete release from the debt shall automatically be transferred to the Guarantor, who likewise shall not be released from his
guarantee. The Guarantor shall pay the Bank, within the limits of the sum specified above, by request in writing sent by registered letter, fax or telegram, any sum owed and not paid by the Debtor at
the due date, for whatever reason. Where the Debtor is in default the Guarantor shall pay any default interest owed.



	3.
	The
guarantee is independent of any other guarantee which may have been given to the Bank on behalf of the Debtor. It shall remain integrally valid, without the requirement of further 








notifications
or declarations, even in cases in which the Debtor revokes or annuls payments or payments are null and void, and in cases in which the Bank, without any obligation to inform the
Guarantor, decides to grant extended terms for payment or modify the original terms and conditions for repayment of the loan and payment of interest, expromission or debt loading, reductions or
restrictions, waiving or replacement of the guarantee or any personal guarantees given under this agreement or subsequently as arising from this agreement, even after remission or transaction of the
Bank. In the event of guaranteed securities or other guarantees being declared invalid, the guarantee shall be extended to include guarantee of repayment of any outstanding sums owed. 



	4.
	The
Guarantor waives any prior and subrogate rights with the Debtor, as jointly liable or joint providers of guarantees or bank guarantees, until such a time as the Bank has been fully
satisfied in relation to the loan. 


Article 7

(Securitization of the loan)  


        SIRTON PHARMACEUTICALS S.P.A., represented as specified above, creditor in the amount of Euro 3,000,000.00 (three million zero cents) owed by the Debtor, a
commercial credit, hereby waives its rights on the credit—up to the amount of Euro 1,000,000 (one million zero cents) in
favour of the Bank for the repayment of capital and payment of interest, including default interest, charges and costs arising from the above-mentioned loan. 


        SIRTON
PHARMACEUTICALS S.P.A., represented as specified above, shall therefore, for a sum up to Euro 1,000,000.00 (one million zero cents): 



	•
	waive
all rights on the credit, not enforcing the credit with the above-mentioned Debtor, nor offsetting the amount in any way for other transactions, until the credit with
the above-mentioned Debtor has been entirely made good, or, failing this, to pay the Bank any sum enforced or offset with the Debtor;



	•
	until
such time as the Bank has been fully satisfied by the Debtor in relation to the loan, not to promote any actions to enforce the securitized credit and to pay the bank
any sums enforced which might be paid by the Debtor following executive deeds or credit settlements;



	•
	to
pay the Bank any sums paid by the Debtor in relation to its credit, in the case of sums already paid to the Bank being made null and void or of prior payments being
revoked. 




        In
relation to the above, the representative of SIRTON PHARMACEUTICALS S.P.A. 



	•
	guarantees
the full and total availability of the above-mentioned credit and the absence of lines or distraint upon it or of debts which may be offset against it by the
Debtor;



	•
	shall
not make over the credit to third parties, for whatever reason, until the Bank has been fully and satisfactorily repaid its loan and all other payments arising from
the loan have been made by the Debtor. 




        The
representative of GENTIUM S.P.A. takes note of the securitization of the credit up to an amount of Euro 1,000,000.00 (one million zero cents), as held by SIRTON PHARMACEUTICALS
S.P.A. and shall not pay any sums owing under the credit until all of the payments under this loan have been made to Banca Nazionale del Lavoro S.P.A. 


Article 8

(Costs and taxation)  


	1.
	All
the costs arising from this deed including replacement tax as per articles 17 and 18 of D.P.R. 601 of 20 September 1973 and subsequent amendments, shall be borne by
the Debtor, who explicitly accepts them. In connection with these costs, tax relief under article 15 of the above-mentioned D.P.R. is applicable. 







	2.
	The
Debtor also explicitly accepts all charges, commission and expenses arising from this agreement and during the loan period, as notified in summary notices and published in
broadsheets by the Bank in compliance with article 116 of Leg. Dec. 385/1993 on the basis of charges established from time to time by the bank; the specifications enclosed with this
agreement indicate current bank charges, commission and costs. 



        In
compliance with para. 5 of article 117 of the above-mentioned legislative decree, the Debtor explicitly approves of the fact that during the loan period the above charges,
commission and costs may vary negatively; variations shall be notified by the bank as specified in section VI article 1 of the above-mentioned legislative decree. 


	3.
	This
deed is drawn up with the benefit of reduced Notary fees as specified in the final paragraph of article 39 of Leg. Dec. 385 of 1 September 1993.



	4.
	In
compliance with para. 1 of article 117 of Leg. Dec. 385/1993, the Debtor acknowledges the fact that the Notary Public will hand over an authenticated copy of this
agreement and all related deeds and receipts with registration details and associated formalities.



	5.
	The
Debtor declares that prior to concluding the agreement, it did not exercise its right to obtain a full copy of the text of the agreement for stipulation purposes. 


Article 9

(Explicit approval of articles and specifications)  


	1.
	The
Debtor, Mortgage Provider and Guarantor each in their own respective spheres, explicitly accept the following articles:



	•
	in
this agreement, the articles relating to default interest (article 4), bank guarantee (para. 1 of article 8, exception to article 1957 of the Civil
Code, para. 3, renewal of the guarantee, waiving and replacing guarantees, remission or transaction of the credit by the Bank, para. 4, waiving prior or subrogate rights, para 5. exception to
article 947 of the Civil Code), costs and taxation (article 10) 8 ???;



	•
	in
the enclosed specifications concerning he investment schedule and commission arising for failure to use the loan (article 2); insurance obligations
(article 3), obligations in relation to the goods for which the loan was provided (article 4), waiving of subrogation and credit settlement (article 6), payments and financial
charges (article 7), forfeit of benefits and termination of the agreement (article 9), conditions for terminating the agreement (article 10), effects of forfeiting benefits and of
termination of the agreement (article 11); allocation of payments (article 12), waiving exceptions (article 14), proof of credit (article 15), prior settlement of the debt
(article 19), charges, commission and costs (article 21). 





Article 10

(Election of domicile)  


	1.
	For
the purposes of the mortgage and rights arising, the Bank elects special domicile in Como, Pizza Cavour 32, c/o its branch, and for all other purposes and in any legal action, in
Milan, Piazza San Fedele 1/3, c/o the headquarters of the Lombardy Territorial Area.



	2.
	For
all purposes under this deed, the Debtor, Mortgage Provider and Guarantor elect domicile in Villa Guardia, Piazza XX Settembre 2. 







DESCRIPTION OF THE MORTGAGED PROPERTY  



 Owned by SIRTON PHARMACEUTICALS S.P.A.  




        In
the local authority of: 


VILLA GUARDIA—Civello census section  


        Piazza
XX Settembre, 2 


        Portion
of land with buildings (identified in land survey lay-outs A-B-C-D-E-F-G-H-I-K-L-M-N-O-P-Q-R), used as laboratories, depots, offices, garages, roofs, Enel power rooms and
housing. 


As
recorded by census of the N.C.E.U.

sheet 5 map 118/701 land survey D/1 RC Euro 205,260.00

sheet 5 map 119/701

sheet 5 map 123/701

sheet 5 map 124/701

sheet 5 map 1089/701

sheet 5 map 1207/701

sheet 5 map 1308/701

sheet 5 map 1309/701

sheet 5 map 1310/701 


        (maps
one hundred and eight, one hundred and nineteen, one hundred and twenty three, one hundred and twenty four, one thousand and eighty nine, one thousand two hundred and seven, one
thousand three hundred and eight, one thousand three hundred and nine, one thousand three hundred and ten, sub-section seven hundred and one) 


        following
application for variation submitted to the U.T.E. of Como on 15.10.2001, protocol 245463; 


        sheet
5 map 126/1—Reg. A74—cl. 3 sq.m. 289 RC Euro 460.16 


        following
application for variation submitted to the U.T.E. of Como on 8.7.1999, protocol E026911; 



        From
the east, clockwise: 


        HQ
of the Northern Railway Company, Railway Station, Piazza XX Settembre with access, property of third parties, road. 



 Owned by GENTIUM S.P.A.  



VILLA GUARDIA—Civello census section  


        Piazza
XX Settembre 2 


        Area
of land with building for industrial use. 


        Surveyed
as follows: 


        In
the Land Register: 


        sheet
2, map 18 (eighteen)—sem. arb. II, Ha. 0.32.00, RD Euro 13.22 RA Euro 13.22; 


        sheet
2, map 661 (six hundred and sixty one) sem. arb. II, Ha. 0.20.40, RD Euro 9.48, RA Euro 9.48 


        sheet
2, map 662 (six hundred and sixty two)—sem. arb. II, Ha, 0.01.90. RD Euro 0.88 RA Euro 0.88 


        In
the N.C.E.U. 










        civ.
sect. sheet 2, map 2439 (two thousand four hundred and thirty nine), cat. D/1 RC Euro 34,796.86 


        Clockwise
from the north: 


        Map
areas 1782, 1767, 1766, 1765,abandoned after upgrading of the headquarters in via Roma; maps 55, 1204, 1202, 1206, road, HQ of former Northern Railway Co. (Como-Varese),
map 123 on two sides. 


        In
the lay-out in enclosure "F", the mortgages buildings are highlighted. 


        The
parties explicitly request me, Notary Public, to dispense with reading of the enclosures and state that they are perfectly aware of their contents. 



        I,
Notary Public, have drawn up this deed and read it to those present, who approve. 


        Typed
with electronic assistance by a trustworthy person on six sides, twenty-one pages up to here. 



	/s/  Gennaro Mastellone      
 Gennaro Mastellone	 	 
	

/s/  Andrea Giovannini      
 Andrea Giovannini	
 	

 
	

/s/  Laura Iris Ferro      
 Laura Iris Ferro	
 	

 
	

/s/  Sauro Carsana      
 Sauro Carsana	
 	

 
	

/s/  Enrico Zanzi      
 Enrico Zanzi

	
 	

 





        This
copy is identical to the original, on a number of sides, signed in compliance with the law at the bottom and in the margins, issued for al lawful purposes.
C O M O 4.8.2004 



	

/s/  Giorgio Miserocchi      
 Dr. Giorgio Miserocchi—Notary Public	
 	

 










gentium S.p.A.  


Registered
office: Piazza XX Settembre 2, 22079 Villa Guardia 


Share
capital: € 5,000,000 



MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS ON 23 APRIL 2002  


        Today, 23 April 2002, at 4.30 p.m., in Milan, Galleria Passarella 3, a Board Meeting of the above-mentioned company took place. 


        The
Meeting was chaired, by unanimous appointment of those present, by Dr. Laura Iris Ferro, who appointed attorney-at-law Giorgio Iacobone to act as
Secretary. 


        The
Chairman noted that all members of the Board of Directors and the Board of Auditors were present, and declared the Meeting lawful and empowered to pass resolutions on the following 


Agenda  




	•
	Allocation of powers to the Chairman of the Board of Directors and Managing Director;



	•
	Any other business.





        The
Chairman summarized the declarations of the previous Board Meeting and invited the Board to ensure continuity of the powers attributed to the Board. 


        After
a brief discussion, the Board unanimously (the Chairman abstaining) passed the following 


resolution  




	•
	to
give Dr. LAURA IRIS FERRO, born in Milan on 3.8.1951, the Chairman of the Board of Directors and Managing Director, all powers for the ordinary and extraordinary
management of the company, barring none. 





        Specifically,
in addition to the powers specified by law and the Articles of Association, the following powers were granted with full signatory rights: 



	•
	to
represent the company in Italy and abroad in relation to central government, public authorities, public and private institutions;



	•
	to
represent the company at the Shareholders Meetings of associated companies and subsidiaries;



	•
	to
stipulate, modify and terminate individual employment agreements with office workers, brokers and factory workers;



	•
	to
stipulate agreements with Trade Union representatives and employees associations, negotiate agreements with Trade Union representatives, represent the company in any
employment disputes in legal proceedings and in relation to employment offices;



	•
	stipulate
agreements, including articles governing disputes, modify, terminate, make over or acquire sales and part exchange agreements covering goods, vehicles and means of
transportation;



	•
	take
part in the tenders of public or local authorities and private businesses for the supply of goods and services, including the provision of intangible assets, and sign
any agreements after the award of the tender;



	•
	stipulate
agreements, including articles governing disputes, modify and terminate agreements and arrangements involving hire, transportation, tender, bailment,
administration and associated activities relating to service provision, insurance, brokerage, commission, forwarding, agency and dealership, or storage with the public administration, local
authorities and private companies, 










and,
in particular, with the State Railway Company; sign insurance contracts covering the risk of damage to company property and goods, production facilities, and against the risk of injury, including
fatal injury, to personnel and third parties working with the company; 



	•
	acquire
intellectual property related to the company purpose;



	•
	receive
payments, payment orders, cash Treasury bonds, postal orders, cheques and other forms of payment, of whatever sort, caution money, from the issuer, Deposits and
Loans, the Treasury of Italy, Regional, Provincial and City Authorities, Post Offices, any public department or private office, holding the payer harmless from liability and providing receipt for
payment;



	•
	deposit
bonds and sums in banks, withdraw deposits and provide receipts;



	•
	pay
caution money in cash and bonds;



	•
	sign
and withdraw currency documents relating to import and export operations, sign and stamp invoices, certificates, applications and declarations as required for the above
operations;



	•
	debit
to company bank accounts and Post Office accounts promissory notes, bank drafts and bank receipts made out to the company, as well as debit these accounts with company
salaries and payments to social security and pension authorities as well insurance companies, and pay taxes, duties and charges of any sort, for the supply of utilities such as electricity, water and
telephone charges, or any other services provided to the company; sign cheques within the limits of the overdraft facilities provided to the company;



	•
	credit
IOUs and bank drafts or other payment orders as made out or over to the company, to company bank and Post Office accounts and carry out any bank transaction;



	•
	issue
debit notes and invoices, bank drafts the name of customers, bank receipts, settle accounts, issue credit notes, grant discounts and extended payment terms, providing
the relevant receipts;



	•
	settle
invoices made out to the company for the supply of goods and services, making payment in any suitable form, including the issue of promissory notes and bank drafts;



	•
	pay
for goods, equipment, mobile assets and property, materials and items in general purchased by the company, by cash or the issue of promissory notes and bank drafts;



	•
	stipulate
leasing contracts for goods for a duration of no more than 9 years;



	•
	stipulate
supply contracts for electricity, water and telephone services, establishing the price and duration and any other contract required for the management of the
company;



	•
	appoint
agents and representatives, with or without warehouse facilities, in Italy, and revoke such appointments;



	•
	carry
out the actions required by statutory provision in individual states, to apply for, administer, protect and abandon patents and trademarks in Italy and abroad, appoint
representatives for patents purposes in Italy and abroad, providing them with powers-of-attorney;



	•
	carry
out eh actions required to obtain patents, including rectification, amendment, extension of secrecy, division, bring or oppose legal actions regarding the
administration of patent rights, interference and appeals, and carry out in general any actions deemed to be useful in order to obtain or maintain patents, sign all the deeds involved for the above
purpose, and appoint representatives for patents purposes in Italy and abroad, providing them with powers-of-attorney;



	•
	represent
the company in all transactions involving company debentures, with the widest powers, including signing the minutes of Meetings dealing with debenture issues;



	•
	represent
the company in relation to Regional, Provincial and City Authorities, Customs authorities, Tax offices, the Post Office, the state Railway, shipping authorities
and any other public department, making claims and applications for whatever reason or cause, in relation to damages incurred; 











	•
	carry
out all administrative functions with insurance companies, pension and social security institutes in relation to employees;



	•
	settle
disputes and claims for damages, appointing experts, doctors, shipping insurance adjusters and attorneys;



	•
	issue
declarations of compliance and suitability for works carried out on behalf of third parties, after checking and commissioning the works; verify works in progress for
the purpose of settling up, report works feeling to meet specifications and negotiate settlements accordingly;



	•
	bring
legal action against third parties and defend legal actions brought by third parties, appointing defence council, attorneys and representatives with
powers-of-attorney, electing domicile c/o the above appointees;



	•
	submit
applications and make claims against the public administration;



	•
	represent
the company in any disputes brought by or against the company in Law Courts, at for ordinary and extraordinary hearings, and at any stage of the legal process,
including Appeal, and in Administrative hearings, with the faculty to oppose and dispute decisions and rulings; negotiate any legal dispute and make settlements out of Court, by arbitration procedure
or informally;



	•
	represent
the company in all relations with tax authorities, including committees appointed by Courts, Customs and other bodies;



	•
	sue
for unpaid moneys owed, enforce obligations, place distraint and revoke such operations;



	•
	take
part in the proceedings of receivers and in bankruptcy proceedings and enforce credits in these proceedings;



	•
	carry
out with departments of the public administration all the actions required to obtain licences, permits and authorizations, stipulate and sign any disciplinary
procedure, agreement, submission or any other deed required for obtaining such licences, and carry out all the steps required including payment of production or consumption taxes, duties and charges
under State Monopoly laws;



	•
	give
powers-of-attorney to third parties empowering them to provide receipts for the withdrawal of cash or other assets from banks, the payment of
postal and telegraphic money orders, for the clearance of goods, valuables, documents, packages, effects and letters, including registered letters, at Customs offices, tax offices, Post Offices,
transport companies and so on;



	•
	appoint
and revoke appointments to employees and third parties for specific duties and functions;



	•
	report
to the Board of Directors on the actions carried out in compliance with the powers conferred by the Board of Directors and on the general progress of company
business. 




        There
being no other business, and no Director wishing to speak, the Meeting was declared over at 5.30 p.m. after drawing up and signing these minutes. 


        Read,
approved and signed. 



	/s/  Giorgio Iacabone      
 Attorney Giorgio Iacabone—The Secretary	 	/s/  Laura Iris Ferro      
 Dr. Laura Iris Ferro — The Chairman






        REP.
No. 102335 


        I,
the undersigned, Notary Public in Como, Dr. GIORGIO MISEROCCHI, registered on the Joint Register of Notaries Public for Como and Lecco, hereby certify that this copy is a
faithful extract from the Register of the Minutes of Meeting of the Board of Directors on 23.04.2002 of "GENTIUM S.P.A." with registered office in
Villaguardia, Piazza XX Settembre 2, and precisely of pages
184-195-186-187-188-189-190-191, the Register bearing all the required legal stamps and authentications in
compliance with statutory requirements. 


        COMO,
via Rubini, 6; twentieth of July two thousand and four. 



	/s/  GIORGIO MISEROCCHI      
 Dr. Giorgio Miserocchi	 	 










ENCLOSURE "B"

To DEED REP. no. 102338/18000 


Sirton
Pharmaceuticals S.p.A.

Registered office: Piazza XX Settembre 2, 22079 Villa Guardia

Share capital: € 6,195,000 


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS ON 24 MAY 2004  


        On 24 May 24, in Milan, Galleria Passarella 2, at 8.20 p.m., following lawful notice convening the Meeting, the Board of Directors met. 



        As
explicitly requested by the Chairman Sig.ra Olimpia Ceriani, the Meeting was chaired by Dr. Laura Ferro, assisted by Dr. Enrico Zanzi, acting as secretary. 


        The
Chairman noted the presence of the other Directors: 




	•
	Sig.ra
Olimpia Ceriani



	•
	Dr. Enrico
Zanzi



	•
	Dr. Sauro
Carsana 





        Dr. Antonio
Ferro was justifiably absent. 


        Also
present were the following members of the Board of Auditors: 




	•
	Dr. Mariano
Vittorio



	•
	Dr. Augusto
Belloni



	•
	Attorney-at-law
Giorgio Iacobone 





        The
Chairman declared the Meeting lawfully constituted and empowered to discuss the following 


Agenda  



	•
	Granting of power-of-attorney to the company representative in order to stipulate a medium-term loan from Banca
Nazionale del Lavoro to our subsidiary Gentium S.p.A. in the amount of € 2,000,000.00 (two million/00).




        The
Chairman explained to the Board that the subsidiary Gentium S.p.A. has obtained from Banca Nazionale del Lavoro S.p.A. the loan of € 2,000,000 (two
million/00) over a period of 6 years with repayment in 10 instalments after provision of the loan. Since Gentium does not own property with a value of
€ 3,600,000.00 (three million six hundred thousand/00), required as mortgage to secure the loan, Sirton has agreed to mortgage its own property; in addition, Banca
Nazionale del Lavoro has requested Sirton to securitize a credit of € 1,000,000.00 (one million/00) in favour of Banca Nazionale del Lavoro. 


        For
this purpose, power-of-attorney must be provided to a company representative in order to sign the loan agreement, in the capacity as "Mortgage Provider". 



        The
Chairman then asked the Board to discuss the matter and to provide the necessary power-of-attorney to a chosen representative. 


        After
full discussion the Board unanimously passed the following 


resolution  



	•
	to
provide power-of-attorney for the above-mentioned purpose to:



	•
	Dr. SAURO CARSANA, born in Grassobbio (Bergamo) on 9.3.1953, so that, on behalf of the company, he sign the loan
agreement stipulated with Gentium, allowing mortgage to be taken out on the company property, in addition to the mortgage of Gentium property, to 














stand
as guarantee for the loan. He is also authorized to securitize a credit of € 1,000,000.00 held by Sirton against Gentium, in favour of Banaca Nazionale del Lavoro. 






        This
power-of-attorney becomes valid as of this resolution. 


        There
being no other business to discuss, the Meeting was declared over at 8.55 p.m. after drawing up, reading and signing these Minutes. 



	/s/  Enrico Zanzi      
 Dr. Enrico Zanzi—The Secretary	 	/s/  Laura Iris Ferro      
 Dr. Laura Iris Ferro — The Chairman






        REP.
No. 102336 


        I,
the undersigned, Notary Public in Como, Dr. GIORGIO MISEROCCHI, registered on the Joint Register of Notaries Public for Como and Lecco, hereby certify that this copy is a
faithful extract from the Register of the Minutes of Meeting of the Board of Directors 0n 24.5.2004 of "SIRTIUM PHARMACEUTICALS S.P.A." with registered
office in Villaguardia, Piazza XX Settembre 2, the Register being kept in compliance with statutory requirements. 


        COMO,
via Rubini, 6; twentieth of July two thousand and four. 



	/s/  GIORGIO MISEROCCHI      
 Dr. Giorgio Miserocchi	 	 










ENCLOSURE "C"

To DEED REP. no. 102338/18000 


FinSirton
Finanziara Sirton S.p.A.

Registered office: Piazza XX Settembre 2, 22079 Villa Guardia (Como)

Share capital: € 4,791,129

No. 00193780137 on the Como Companies Register 


MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS ON 24 MAY 2004  


        On 24 May 24, in Milan, Galleria Passarella 2, at 9.00 p.m., following lawful notice convening the Meeting, the Board of Directors met. 


        The
Meeting was chaired by Dr. Laura Ferro, assisted by Dr. Sauro Carsana, acting as secretary. 


        The
Chairman noted the presence of the other Directors: 




	•
	Sig.ra
Olimpia Ceriani



	•
	Dr. Enrico
Zanzi



	•
	Dr. Sauro
Carsana



	•
	Dr. Alberto
Botta 





        Dr. Antonio
Ferro was justifiably absent. 


        Also
present were the following members of the Board of Auditors: 




	•
	Dr. Giorgio
Tagliabue



	•
	Dr. Vittorio
Mariani



	•
	Vittorio
Quattrocchi (Accountant) 





        The
Chairman declared the Meeting lawfully constituted and empowered to discuss the following 


Agenda  



	•
	Granting of power-of-attorney to the company representative in order to stipulate a medium-term loan from Banca
Nazionale del Lavoro to our subsidiary Gentium S.p.A. in the amount of € 2,000,000.00 (two million/00).




        The
Chairman explained to the Board that Gentium S.p.A. has obtained from Banca Nazionale del Lavoro S.p.A. the loan of € 2,000,000 (two million/00) over a
period of 6 years with repayment in 10 instalments after provision of the loan. As sole shareholder in Gentium, our company has been asked, in the capacity of "Guarantor", to provide a
guarantee, indivisible, and of joint liability for itself and its successors, for an amount up to Euro 2,000,000.00 (two million zero cents) covering the proper execution of this agreement by the
Debtor, until the full and final payment of all amounts owing under the loan. 


        The
Chairman then asked the Board to discuss the matter and to provide the necessary power-of-attorney to a chosen representative. 


        After
full discussion the Board unanimously passed the following 


resolution  



	•
	to
provide power-of-attorney for the above-mentioned purpose to:



	•
	Dr. ENRICO ZANZI, born in Varese on 27.12.1928, so that, on behalf of the company, he sign the loan agreement
stipulated with Gentium, providing a guarantee of € 2,000,000.00 (two million/00) on behalf of Gentium. 
















        This
power-of-attorney becomes valid as of this resolution. 


        There
being no other business to discuss, the Meeting was declared over at 9.35 p.m. after drawing up, reading and signing these Minutes. 



	/s/  Sauro Carsana      
 Dr. Sauro Carsana — The Secretary	 	/s/  Laura Iris Ferro      
 Dr. Laura Iris Ferro — The Chairman






        REP.
No. 102337 


        I,
the undersigned, Notary Public in Como, Dr. GIORGIO MISEROCCHI, registered on the Joint Register of Notaries Public for Como and Lecco, hereby certify that this copy is a
faithful extract from the Register of the Minutes of Meeting of the Board of Directors on 24.5.2004 of "FINANZIARIA SIRTIUM S.P.A." with registered
office in Villaguardia, Piazza XX Settembre 2, the Register being kept in compliance with statutory requirements. 


        COMO,
via Rubini, 6; twentieth of July two thousand and four. 


[signature
and stamp] 








ENCLOSURE "D"

TO DEED no. 102338/18000 


INDUSTRIAL CREDIT  



	Banca Nazionale del Lavoro S.p.A.	 	Enclosure "......"




SPECIFICATIONS

Agreements and conditions forming an integral

Part of the loan agreement  


Art. 1

(Conditions and provision of the loan)  


	1.
	The
loan sum shall be provided in one lump sum or in instalments, as the Bank shall see fit, after all the guarantees requested for the loan have been provided and all conditions
specified in the deed granting the loan have been met, unless untoward events have occurred after the stipulation of the loan agreement. Specifically the loan may be provided—against the
issue of a receipt, unless the loan is provided and the receipt issued at the moment of signing the agreement—after the Debtor, at its own expense, has submitted the following documents:



	a)
	where
the loan is provided after stipulation of a public deed, an authenticated copy issued in executive format, copy of the agreement, and final declaration by a Notary Public,
stating without reservation, the following:



	•
	that
any mortgage guaranteeing the loan has been registered in compliance with statutory requirements, that the mortgage corresponds to the stipulations of the loan
agreement and that the mortgaged properties are the property of the Debtor or a Mortgage Provider;



	•
	that
the Debtor and any Mortgage Provider, the parties acting as guarantors of the agreement, and Guarantor have signed the agreement and are in full possession of all
rights up to at least eleven days after registration of the mortgage;






	b)
	where
the loan is provided against a registered private agreement, the original agreement plus registration details, together with documents in the form requested by the Bank proving
that the Debtor has signed the agreement and is in full possession of its rights;



	c)
	where
the loan is secured by a mortgage and/or guarantee, copy of the mortgage registration and copy of the transcription of the guarantee, as well as copy of the insurance policy
covering the goods provided as guarantee, made out in favour of the Bank;



	d)
	original
copies of any guarantees provided with separate deeds, as specified by the Bank in the loan agreement, and deeds proving that the conditions laid down by the Bank have been
met.






	2.
	After
three months (or less, if specified in article 1 of the agreement) of the date of the agreement, if the Debtor has not submitted all the above documents, the Bank may
terminate the agreement forthwith (all expenses arising from termination of the agreement, including cancellation of any formalities and the registration of any guarantees to be borne by the Debtor),
unless the Bank wishes to extend the period. Similarly, the Bank may terminate the agreement if any facts emerge (even before the above-mentioned period is over) indicating that the documents are
defective or incomplete, where, had these facts been know beforehand, the loan agreement would not have been signed.



	3.
	Any
sums provided as partial provision of the loan before any or all of the conditions have been met for the loan provision, shall not be deemed as the waiving of any rights to
guarantees received or yet to be received. 







Art. 2

(Investment schedule and failure to use the loan)  


	1.
	The
Debtor shall use the loan by the time specified or by the beginning of the amortization period as established in the loan agreement, solely for the purpose stated in the agreement.



	2.
	Should
the loan be intended for an investment programme, the schedule of investments should be completed by the beginning of the amortization period. At this time or the time
established for the use of the loan, if the loan has not been provided for any reason dependent on the Debtor, including failure to request the loan provision, it shall be deemed that the Debtor has
given up the loan once and for all.



	3.
	Should
the investment schedule be completed without using the entire loan provision, the loan actually provided shall nonetheless begin the amortization period, as scheduled, with
reduced repayment instalments.



	4.
	At
the date specified for the beginning of the amortization period, should the loan not have been provided in its entirety because the investments programme has not been fully and
integrally implemented, the Bank may terminate the agreement and recover the amount actually provided.



	5.
	In
all cases, for any sums not used by the Debtor by the beginning of the amortization period, a lump sum commission of 0.375% shall be
payable at the end of this period. 


Art. 3

(Insurance obligations)  


	1.
	The
Debtor, Mortgage Provider and parties providing guarantees shall jointly ensure the following with primary insurance companies until the full repayment of the loan and payment of
all sums arising from the loan, for a sum considered fit and proper by the Bank:



	a)
	any
mortgages properties and all relevant buildings, plant, machinery, equipment and other assets constituting a form of guarantee, against the risk of fire, lightning, explosion, the
fall of airplanes and any other related risks;



	b)
	any
mortgaged vessels against ordinary shipping and war risks, and in cases of vessels under construction, against construction risks and risks to propulsion systems (including shop
risk, launch, fitting out, testing, laying by, transfer and delivery) including Protection and Indemnity insurance;



	c)
	any
mortgaged vehicles, for third party injury and damage and against the risk of fire, static risk for semi-trailers and similar vehicles, and all other related risks.






	2.
	The
insurance policies which shall cover exclusively the above items, shall be in favour of the Bank so that, in the event of an insurance claim, the Bank may receive all sums owed
from the insurance company.



	3.
	The
Debtor, any Mortgage Providers and parties providing guarantees shall restore all damaged items to their former state. The bank shall authorize payment of the sums received from
the insurance company to the beneficiary provided this work has been carried out. If not, the sums shall be used by the bank to partially or wholly repay the loan.



	4.
	The
Debtor, any Mortgage Providers and parties providing guarantees shall submit to the Bank, whenever requested, receipts for insurance premiums. Failing this, the Bank may terminate
the agreement or may stipulate insurance agreements with its own chosen insurers or renew existing insurance policies, reclaiming the capital, interest, charges and all other costs arising from the
Debtor, any Mortgage Providers and parties providing guarantees. The Bank may waive insurance cover, if it so wishes. 







	5.
	In
the event of claims, the Debtor, any Mortgage Providers and parties providing guarantees shall notify the Bank within three days of the claim; the Bank may wish to ascertain the
damage, at the Debtor's expense. 


Art. 4

(Obligations arising in connection with the mortgaged properties)  


	1.
	The
Debtor, any Mortgage Providers and parties providing guarantees shall not use the mortgaged properties for any other use than their current use, and shall not remove any plant,
machinery or equipment from the premises, without the written authorization of the Bank, and, in such an event, the Debtor and parties providing guarantees shall allow the Bank to inspect any plant,
machinery or equipment fitted on the premises in replacement of the assets removed or installed for any other reason. 




Art. 5

(Effectiveness of mortgage and guarantees)  


	1.
	The
mortgage and guarantees on behalf of the Bank shall remain effective even if the Bank waives any other guarantees provided to secure the loan and in the event of any such guarantee
being declared or becoming null and void or partially invalid. 


Art. 6

(Waiving subrogate rights and the concurrence of creditors)  


        Any payment made, irrespective of who makes the payment, giving rise to partial, legal or conventional subrogate rights, as specified in article 1201 and
subsequent articles of the Civil Code, shall not give rise to the concurrence of creditors, as specified in art. 1205 of the Civil Code. 


Art. 7

(Payments and taxation)  


	1.
	The
sum of interest for repayment instalments and for the amortization of the loan and any other payments owed to the Bank shall be net of any deductions.



	2.
	Any
taxation, duties or charges owing, whether direct or indirect, personal or from real estate, present or future, which may be applied to the Bank as a consequence of the loan, or
any aggravation of the Bank's own tax position through additional taxation, shall be borne entirely and exclusively by the Debtor, who shall hold the Bank harmless from any liabilities, by payment in
advance, if necessary, of any taxation owing. Where the Debtor wishes to oppose claims for taxation, it may do so, as it sees fit, and the Bank shall have no interest in the outcome of the dispute. 




Art. 8

(Supplementary and receipt deeds)  


	1.
	The
Debtor, any Mortgage Providers, parties providing guarantees and the Guarantors shall sign all supplementary deeds and receipts, and any amendments to the loan agreement which the
Bank sees fit to introduce. 


Art. 9

(Forfeiting benefits and termination of the agreement through default)  


	1.
	The
Debtor explicitly acknowledges that any failure to make repayments, even of one instalment of capital and interest, including interest for the pre-amortization period,
at the due date, shall give the Bank the right to revoke the Debtor's benefits in compliance with article 1186 of the Civil Code, or to terminate the agreement ipso
iure, in compliance with article 1456 of the Civil Code, in both cases without applying to the Court for a default ruling or settlement. 







	2.
	In
the case of loans granted in compliance with article 38 and subsequent articles of Leg. Dec. 385/1993, where the agreement is terminated, the special regulations
specified in paragraph 2 of article 40 shall apply, where the agreement may be terminated after two failures to pay on the due date. In this case, too, the Bank shall have the right to
terminate the agreement ipso iure, in compliance with article 1456 of the Civil Code, in both cases without applying to the Court for a default
ruling or settlement.



	3.
	Forfeit
of the benefits of the agreement or termination shall be immediate as soon as the Bank notifies the Debtor by registered letter, telegram or fax, of its wish to exercise its
rights under this article.



	4.
	The
bank may also terminate the agreement in compliance with art. 1456 of the Civil Code, effective as of written notification delivered to the Debtor, in the following cases of
default:



	a)
	use
of the loan for purposes other than those specified in the loan agreement;



	b)
	failure
to submit the documents specified in article 1;



	c)
	failure
to complete the investment programme for the loan by the beginning of the amortization period;



	d)
	change
of corporate or legal status of the Debtor, termination of business, modification of business purpose such as to render completion of the investment programme or meeting of the
investment objectives impossible;



	e)
	change
in the use of company assets or partial sale or removal of plant, machinery, equipment and goods constituting a guarantee of the loan, without authorization from the Bank;



	f)
	failure
to stipulate the insurance agreements or pay insurance premiums as specified in article 3;



	g)
	failure
to stipulate the necessary supplementary deeds, required receipts, deeds for the creation of guarantees based on assets installed after the date of the loan agreement, or
modifications to the loan agreement as deemed necessary and requested by the Bank due to actions of the Debtor, the Mortgage Provider or Guarantor;



	h)
	failure
by the Debtor to meet all its obligations under the loan agreement, unless the Debtor has made good the failure within fifteen days of receipt from the Bank of the request to
fulfil its obligations;



	i)
	in
the case of loans provided from E.I.B. funds, false declarations by the Debtor in relation to information provided by the Debtor to the Bank for the approval of the investment
programme by the E.I.B., or failure to meet the requirements of the B.E.I. as specified in the loan agreement and the deeds and receipts arising.






	5.
	In
the event of the applicability of paragraphs 1, 2 or 4 above, within five days of receipt of the written notification of the Bank (which may be by telegram, fax or other means)
communicating to the Debtor its intention to withdraw the Debtor's benefits or terminate the agreement, the Debtor and any Guarantors shall pay all sums owing, as specified in article 11 below. 


Art. 10

(Conditions for the termination of the agreement)  


	1.
	The
following conditions shall lead to termination of the agreement:



	a)
	refusal
by the drawer to honour a promissory note or cheque issued by the Debtor, procedures to place the Debtor's or Guarantors' assets under distraint or seizure, or the involvement
of the latter in bankruptcy proceedings, or the voluntary winding up of the Debtor's business, or receivership of the Debtor; 













	b)
	distraint
upon the assets comprising the guarantee by third parties or receivership of Guarantors;



	c)
	termination
of any other loan agreements by the Bank or the cancellation of the Debtor's overdraft facility;



	d)
	reduction
in the value of the assets providing the guarantee, due to a fall in the general or local market or for any other reason, in such a way as to reduce the margin of safety on
the assets provided as guarantee and consequent reduction in the value of the guarantee provided by the Debtor and Guarantor, to a level which may not ensure recovery of the loan from the Bank;



	e)
	any
events or circumstances arising in relation to the Debtor or Guarantor which, had they been known beforehand, would have prevented the loan agreement from being stipulated;



	f)
	in
the event of a loan obtained from E.I.B. funds, the entire or partial cancellation of the loan;



	g)
	in
the event of a loan obtained from funds of Mediocredito Centrale S.p.A. or Artigiancassa S.p.A. the cancellation of the involvement of these banks in the loan;



	h)
	in
the event of the loan being provided at favourable conditions as granted by relevant bodies, the cancellation or inapplicability of these conditions.






	2.
	In
the event of any of the applicability of any of the above paragraphs, within five days of receipt of the written notification of the Bank (which may be by telegram, fax or other
means) communicating to the Debtor its intention to withdraw the Debtor's benefits or terminate the agreement, the Debtor and any Guarantors shall pay all sums owing, as specified in article 11
below.



	3.
	Should
the Debtor become involved in bankruptcy proceedings, creditors settlements or go into voluntary or obligatory receivership (following ordinary or extraordinary administrative
procedures), the loan agreement may be terminated ope legis without notification given by the Bank. 


Art. 11

(Forfeiting benefits and termination of the agreement)  


	1.
	In
all cases in which the Debtor forfeits its benefits under the loan agreement or the agreement is terminated in compliance with articles 9 and 10 above, notwithstanding all legal
guarantees and agreements on behalf of the Bank, the Debtor and Guarantor shall pay any outstanding instalments in their entirety, all remaining capital, interest and default interest as specified in
the agreement, and all charges and costs, including legal costs incurred by the Bank, and any other sums owed to the Bank including indemnities, commission and penalty clauses as specified by the
E.I.B., Mediocredito Centrale S.p.A. or Artigiancassa S.p.A. where the loan was provided from their funds.



	2.
	In
the case of a loan provided in foreign currency, all the above sums and any other sums arising from the cancellation of transactions in foreign currency (including any transactions
carried out by the bank involving the issue of bonds at a fixed or variable rate for the purposes of obtaining the foreign currency required) shall be converted by the Bank into Euro at the exchange
rate applicable on the date of termination of the agreement or due date.



	3.
	Default
interest shall be payable on the sum as calculated in compliance with the above procedure, as specified in the loan agreement. 







Art. 12

(Definition of payments)  



        Unless otherwise specified by the Bank, any payments received from Debtor shall be deemed to have been made firstly in payment of costs and supplementary costs,
then interest and finally as repayment of capital. 


Art. 13

(Essential, joint and indivisible nature of contractual obligations)  


        All obligations under the loan agreement are binding on the Debtor, Mortgage Provider, parties providing guarantees and Guarantors, essentially, jointly and
indivisibly, the liabilities passing to their heirs, successors and beneficiaries of relevant special bequests and donations. 


Art. 14

(Waiving exceptions)  


        No exceptions may be cited or disputes brought for whatsoever reason or under whatsoever jurisdiction, by the Debtor, Mortgage Provider, providers of guarantees
or any Guarantors until the full sum owed under the loan agreement has been paid to the Bank. 


Art. 15

(Proof of the credit)  


        Excerpts from the Accounts books held by the Bank shall be deemed full proof under any jurisdiction and before any Court of the debt owed by the Debtor, Mortgage
Provider, providers of guarantees and Guarantors, their heirs and beneficiaries, the above parties hereby waiving any exceptions or disputes with the Bank on their own behalf and the behalf of heirs
and beneficiaries. 


Art. 16

(Controls)  


	1.
	The
Debtor shall at any time allow inspections and technical, accounting and administrative controls to be carried out by persons appointed by the Bank, and to reimburse the costs of
these controls.



	2.
	Where
the loan comprises funds of the E.I.B. the Debtor shall allow inspectors appointed by European Community officials and the Court of Auditors of the European Community to carry
out inspections and verify plant and labour installed or employed as a result of the loan, and shall assist them in their work. 


Art. 17

(Environmental safeguards)  


        The Debtor shall take all the necessary technical steps, in compliance with statutory requirements, to eliminate any sources of environmental pollution from the
activities carried out on the premises benefiting from the loan. 


Art. 18

(Application of collective employment agreements)  


        The Debtor shall apply all the relevant collective employment agreements in place for personnel in the sectors and locations of its business activities. 









Art. 19

(Prior repayment of the loan)  


        The Debtor may repay the loan in full or in part prior to the due date, with advance notice of ninety days before any due date. For prior repayment of the loan
the Debtor shall pay the Bank (in addition to remaining capital, interest, any default interest and costs, including supplementary costs), a fee inclusive of: 



	1)
	for the loan at the variable market rate, in Euro or foreign currency:



	a)
	commission
of 0.30%, to be applied on the remaining capital at the date of settlement, multiplied by the number of years or partial years to the original date for termination;



	b)
	Euro
51.64 for administrative costs;






	2)
	for the loan at a fixed interest rate, in Euro or foreign currency:



	a)
	the
commission specified in point 1 a);



	b)
	the
administrative costs specified in point 1 b);



	c)
	a
sum corresponding to the difference in interest, calculated at the rate applied to the loan agreement, which the Bank would have received if the loan had not been repaid prior to the
original date for termination, and the interest rate on a reutilization loan corresponding to the same sum as the capital repaid in advance for a duration of the remaining period for repayment under
the original terms of the loan agreement, at the interest rate established by "Rendistato" in the calendar month before the month in which the loan was repaid fully in advance, as shown in the table
dedicated to "Italian State Bonds—actual yields" published by the economic newspaper "Il Sole 24 ore". This sum shall be paid to the Bank at
the current value on the date of prior repayment of the loan, after application of a rate equal to the reutilization rate;






	3)
	loans at advantageous rates, in compliance with the law;



	a)
	the
commission specified in point 1 a);



	b)
	the
administrative costs specified in point 1 b);



	c)
	the
sum specified in point 2 c);



	d)
	the
sum equivalent to the replacement tax owing by the Bank applied to the capital repaid in advance.









	2.
	In
the case of loans from funds lend by the E.I.B., the above faculty to repay the loan in advance is granted to the Debtor only if specified in the loan agreement between the Debtor
and the Bank. Repayment in advance requires the authorization of the Bank and the E.I.B. and shall be carried out a directed by the latter. In such a case, the Debtor shall pay the following fee,
covering:



	a)
	the
commission specified in point 1 a);



	b)
	the
administrative costs specified in point 1 b);



	c)
	for
loans at a fixed interest rate, a sum corresponding to the difference in interest, calculated at the rate applied to the loan agreement, which the Bank would have received if the
loan had not been repaid prior to the original date for termination, and the interest rate on a reutilization loan corresponding to the same sum as the capital repaid in advance for a duration of the
remaining period for repayment under the original terms of the loan agreement, at the interest rate established by the E.I.B. This sum shall be paid to the Bank at the current value on the date of
prior repayment of the loan, after application of a rate equal to the reutilization rate.






	3.
	No
other charges or fees shall be debited to the Debtor. 







	4.
	As
established by resolution of the Interministerial Credit and Savings Committee on 9 February 2000, the following are examples of calculation as specified at point
3) of paragraph 1 above, based on a capital repaid in advance of Euro 1,000 and two different remaining loan amortization periods (between three and five years):
 Example of how the formula for the calculation of
fees relating to advance repayment of a fixed interest loan are calculated

Capital repaid in advance: Euro 1,000  






	 
	 	Remaining loan amortization period


	 	3 years
	 	5 years

	 	 	a)	 	commission(1):	 	 	 	 
	 	 	b)	 	difference, calculated for each instalment, between:	 	 	 	 
	 	 	—total interest at the utilization rate:

14.85%(2):	 	 	 	 
	 	 	—total interest at the reutilization rate:

3.55%(2)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	made current(3) at the date of advance

repayment(4) at the rte of 3.55%:	 	 	 	 
	 	 	c)	 	administrative costs	 	 	 	 
	 	 	d)	 	recovery of replacement tax(5):	 	 	 	 
	 	 	Total for advance repayment	 	 	 	 






	(1)
	Equal to 0.30% of the remaining capital at the time of repayment in advance, multiplied by the number of years and partial year until the original termination
date.


 
	(2)
	 Less favourable for customers over the past three years


 
	(3)
	 The formula used here, applied to the difference between the interest for each instalment up to the original termination date, is as follows:
1-(days × rate): (days × rate ÷ 36,500) where days = the number of days between the advance repayment
date and the due date for each instalment; rate = rate to bring the charge up to date.


 
	(4)
	 Coincides with the date for the beginning of the remaining amortization period (3 or 5 years)


 
	(5)
	 Sum equal to replacement tax (currently 0.25%), applied to the capital repaid in advance (recovered only where special conditions apply to the
loan).




Art. 20

(Special interest terms)  


	1.
	Where
the special interest terms granted by relevant authorities cannot be applied, are revoked or terminated, the Debtor shall lose the benefits of these special terms and shall
therefore pay the Bank full interest, from the first pre-amortization period instalment in the first two cases and from the moment of termination in the last case.



	2.
	The
above-mentioned rate shall also be applied to any sum and for any period of the loan granted by the Bank exceeding the sum and period to which the special interest rate applies.



	3.
	In
the above cases, the Bank may terminate the agreement in compliance with paragraph h) of article 10 above.



	4.
	Where
the special interest terms cannot be applied or are revoked, the Debtor shall also pay replacement tax as specified in articles 17 and 18 of D.P.R. 601 of 29
September 1973 and subsequent modifications, and the sum shall be reimbursed to the Bank upon simple request. 







Art. 21

(Charges, commission and costs)  


        Current charges, commission rates and costs payable by the Debtor in relation to the loan agreement for the duration of the loan are as follows: 




	•
	administration costs: 






variable,
relating to the loan amount, a minimum of Euro 129.11 and maximum of Euro 7,746.85:




	 	 	up to Euro 500,000.00

from Euro 500,000.01 to Euro 2,500,000.00	 	0.20%

Euro 1,000.00 + 0.15% of the part
	 	 	over Euro 500,000	 	 
	 	 	over Euro 2,500,000.00	 	Euro 4,100.00 + 0.15% of the part over
	 	 	Euro 2,500,000.	 	 






50%
of the above administrative costs are payable in cases in which the loan agreement is not signed, for whatever reason, if the mortgage agreement has not been stipulated. 


The
full administrative costs plus costs of cancelling the mortgage are payable where the loan agreement is not signed, for whatever reason, after stipulation of the mortgage agreement. 


	•
	expert's fees (Bank employee or external consultant): variable, relating to the loan amount: 




maximum
of Euro 1,547.37 


	•
	commission: 






a
lump sum based on the loan amount: max. 2.00% 


*
commission for negotiating foreign currency exchange: 


payable
in the case of loans in foreign currency at the moment the loan is provided, foreign currency is exchanged and at the time of reimbursements: 0.15% 


	•
	commission for failure to utilize the loan




payable
at the beginning of the amortization period on the basis of the sum not provided where sums do not amount to the total of the loan: 


0.375%



*
commission for foreign provision: 


agency
fee, management fee, commitment fee and legal costs for stipulating the loan agreement with a foreign lender. 


	•
	sundry costs and expenses: 






	 	 	—debt loading:	 	see administration costs
	 	 	—change in company status, personal or property guarantees	 	Euro 516.46
	 	 	—modification of contractual clauses	 	Euro 516.46
	 	 	—allocation/reduction of the loan	 	Euro 516.46
	 	 	—cancelling, reducing or restricting mortgages	 	Euro 516.46
	 	 	—external auditing	 	Euro 154.94
	 	 	—loan declaration	 	Euro 103.29
	 	 	—certification of residual debt	 	Euro 51.65
	 	 	—termination calculations	 	Euro 51.65
	 	 	—fees for advance repayment of loan	 	see article 19
	 	 	* notary public	 	 
	 	 	payable directly to the notary public concerned.	 	 









ENCLOSURE "E"

TO DEED 102338/18000 


BNL

Banca Nazionale del Lavoro

BNL Group  


SUMMARY DOCUMENT

(art. 9 of Resolution of the Interministerial Credit and Savings Committee of 4 March 2003) 


Medium/long-term
loan in Euro at the market rate, for businesses 


in compliance with articles 10, 38 and subsequent articles of Leg. Dec. 385 of 1

September 1993 (Unified Credit and Banking Text)


Loan in favour of: GENTIUM S.p.A. 


Loan amount: Euro 2,000,000.00 


Form of the deed: public deed 


Loan provision: Banca Nazionale del Lavoro funds 


Duration: 6 years, including 1 pre-amortization year 


Interest rate: variable, 6-monthly, based on the "Euribor" 6-month rate, increased by 0.20% and the spread of 1.20% per year in
favour of the Bank. Synthetic cost index: approximate value validated in the case of application of the interest rate as specified above, at current
value, with loan provided upon stipulation of the agreement: 3.71% 


Default interest rate: the contract rate plus 5%. Should the default rate, calculated in this way, match or exceed the rate specified in Law 108/1996,
the rate specified in the Law shall be applied for each calendar 3-month period of insolvency. The default rate cannot be lower than the contract rate. Calculation method: 365/360. 



Issue Method: in one lump sum against receipt 


Repayment method: by 10 6-monthly instalments including constant portions of capital of Euro 200,000.00 plus interest on the remaining debt. 


Guarantees: property mortgage/bank guarantee/securitization of commercial credit 










Commission, expenses, charges:



	 	 	•	 	administrative fees: Euro 500.00
	

 	
 	

•	
 	
commission: 0.10% of the loan sum, in one lump sum
	

 	
 	

•	
 	
notary public: payable directly to the notary public drawing up the deed
	

 	
 	

•	
 	
replacement tax: 0.25% of the loan sum, in one lump sum, payable at the moment the loan is provided;
	

 	
 	

•	
 	
commission for failure to use the loan: 0.375% of the sum not utilized, at the beginning of the amortization period, where the sums provided do not add up to the total loan
amount;
	

 	
 	

•	
 	
sundry costs:
	

 	
 	

 	
 	

 





	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

a	
)	

debt loading:	
 	

from Euro 129.11 to Euro 7,746.85
	

 	
 	

b	
)	

change in company status, personal or property guarantees	
 	

Euro 516.46 and costs of notary public
	

 	
 	

c	
)	

modification of contractual clauses	
 	

Euro 516.46 and costs of notary public
	

 	
 	

d	
)	

allocation/reduction of the loan	
 	

Euro 516.46 and costs of notary public
	

 	
 	

e	
)	

cancelling, reducing or restricting mortgages	
 	

Euro 516.46 and costs of notary public
	

 	
 	

f	
)	

external auditing	
 	

Euro 154.94
	

 	
 	

g	
)	

loan declaration	
 	

Euro 103.29
	

 	
 	

h	
)	

certification of residual debt	
 	

Euro 51.65
	

 	
 	

i	
)	

termination calculations	
 	

Euro 51.65





Fees for advance repayment

of the loan: 




	a)
	commission
of 0.30% to be applied to the remaining loan in capital, multiplied by the number of years and fraction of a year until the original termination date



	b)
	administrative
costs of Euro 51.65 





Principal rights, obligations

and restrictions applicable

to relations with the customer: 



	•
	mortgage amount: on behalf of the Bank, 168% of the loan amount;



	•
	charges, commission and costs: during the loan period, the Bank has the right to unilaterally modify charges, commission and
costs arising from the loan, payable by the Debtor (modifications shall be notified by the Bank in compliance with section VI, 1. of the Unified Banking Text);



	•
	copy of the loan agreement: the client has the right to receive a copy of the loan agreement, together with this document,
summarizing the principal conditions applied to the loan agreement;



	•
	tacit renewal of the agreement, upon termination, acceptance of complementary agreements, settling disputes out of Court: not
applicable;



	•
	Law Court: the Court with jurisdiction in the location where the agreement was signed; 











	•
	obligations and restrictions on the borrower:



	a)
	presentation of documents: after stipulating the contract, at its own expense (authenticated copy in executive form, or original with
registration details in the case of a private agreement; declaration by the Notary Public, copy of the registration of the mortgage and transcription of guarantees, copy of the insurance policy
covering mortgages properties, in favour of the Bank, originals of any other guarantees provided with separate deeds). After the period specified in the agreement, if the Debtor has failed to submit
these documents, the Bank may terminate the loan agreement (all administrative expenses and costs for cancelling the mortgage and all other costs arising from the loan agreement to be borne by the
Debtor);



	b)
	use of the loan exclusively for the purpose specified in the loan agreement: Should the loan be intended for an investment programme,
the schedule of investments should be completed by the beginning of the amortization period. At this time, if no part of the loan has been provided, it shall be deemed that the Debtor has given up the
loan once and for all.



	

	At
the date specified for the beginning of the amortization period, should the loan not have been provided in its entirety because the investments programme
has not been fully and integrally implemented, the Bank may terminate the agreement and recover the amount actually provided;



	c)
	insurance of property and other assets provided as guarantees, by a primary insurance company, until full repayment of the loan and
payment on all sums owing, for the value and against the risks specified by the Bank, the policies to be made out in favour of the Bank;



	d)
	no change in the use of assets and no removal of assets comprising guarantees, without the written authorization of the Bank;



	e)
	exclusion of concurrence as specified in article 1205 of the Civil Code, in the case of payment by any party, giving rise to
partial, legal or conventional subrogate, as specified in article 1201 and subsequent article of the Civil Code;



	f)
	liability for all taxation: of whatever nature, present and future, which may be applicable to the Bank in relation to the loan, even
where made severe;



	g)
	stipulation of complementary deeds and receipts: or modifications to the loan agreement which the Bank may deem necessary;



	h)
	forfeiting benefits and termination of the agreement: if the Debtor fails to pay one or more instalments for the repayment of capital or
the payment of interest, including in the pre-amortization period, and in other cases set out in the specifications, it shall pay any outstanding instalments in their entirety, all
remaining capital, interest and default interest as specified in the agreement, and all charges and costs, including legal costs;



	i)
	allocation of payments: firstly to the payment of charges and sundry costs, then the payment of interest and finally to repayment of
capital;



	l)
	waiving exceptions and disputes: under any jurisdiction and in any Court, in relation tot eh loan agreement, until all sums owing under
the agreement have been paid to the Bank;



	m)
	proof by accounting records: for the purposes of enforcing the debt, under any jurisdiction and before any Court;



	n)
	prior repayment: or prior partial repayment of the loan, only after notice of 90 days before the original termination date, which
shall coincide with a due date for one instalment, after payment of the sums owing for prior repayment. 



















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