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Exhibit 10.27    
    


SERVICE AGREEMENT  


Between:




	•
	SIRTON PHARMACEUTICALS S.p.A., with registered office in Villa Guardia (COMO), Piazza XX Settembre, 2, Inland Revenue code
01192270138, in the person of Dr. Sauro Carsana, Director (hereinafter referred to as SIRTON) 



AND  



	•
	GENTIUM S.p.A., with registered office in Villa Guardia (COMO), Piazza XX Settembre, 2, Inland Revenue code 02098100130, in
the person of Dr. Laura Iris Ferro, Chairwoman (hereinafter referred to as GENTIUM);






WHEREAS:  



	•
	GENTIUM has requested SIRTON to carry out a number of services (hereinafter referred to as the "Services") and



	•
	SIRTON possess a structure within its organisation devoted to carrying out all the activities necessary for ensuring the
Services, 




All
this having been stated, GENTIUM AND SIRTON (hereinafter referred to as the "Parties") stipulate the following: 



	1)
	SIRTON
undertakes to supply GENTIUM the Services hereinafter indicated and described in the specific attachments. 







	a) Quality assurance	 	Attachment A
	b) Quality control	 	Attachment B
	c) Analytical assistance for R&D	 	Attachment C
	d) Regulatory service	 	Attachment D
	e) Engineering services	 	Attachment E
	f) Procurement and logistic service	 	Attachment F
	g) General and car rental services	 	Attachment G
	h) Administrative assistance	 	Attachment H
	i) Library service	 	Attachment I
	l) Utilities services	 	Attachment L
	m) Maintenance service	 	Attachment M







Gentium
shall have the right to give directions for the aforesaid activities in accordance with the laws in force. 



	2)
	The
invoices shall be issued at monthly intervals and payment shall be effected by direct remittance at 60 days from the end of the month of the date of invoice.



	3)
	This
agreement shall become effective as of 02/01/2004, expires on 31/12/2004, and is understood to be tacitly renewed each year, barring cancellation to be notified at least
1 month prior to expiry.



	4)
	The
Parties reserve the possibility of redefining the terms agreed upon, at the time of expiry or during the period of validity of the agreement, in the event of significant changes in
the services rendered or their cost, without detriment to the right of withdrawal in the event of non-acceptance. 



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	5)
	The
Parties formally acknowledge as of now the possibility of agreeing upon changes in the compensations defined above according to the effective extent of the services requested.



	6)
	All
and any communications between the Parties must be addressed to: 







As
regards SIRTON to:

    SIRTON PHARMACEUTICALS S.p.A,

    Villa Guardia (COMO), Piazza XX Settembre, 2.

    to the attention of Dr. Sauro Carsana, 



As
regards GENTIUM to:

    GENTIUM S.p.A.,

    Villa Guardia (COMO), Piazza XX Settembre, 2.

    To the attention of Dr. Laura Iris Ferro 



	7)
	This
agreement is governed by the Italian law. 





All
and any controversies relating to this Agreement shall be settled by a Board of Arbitrators; each of the two Parties shall appoint its own arbitrator, who in turn shall take steps to choose a
third member as Chairman of the Board of Arbitrators. 



	8)
	This
Agreement cancels and replaces all and any previous agreements for the supply of Services between the Parties, and may not be amended or changed in any way whatsoever with the
exception of that explicitly contemplated herein or by written agreement of the Parties signed by their authorised representatives. 







	Read, confirmed and undersigned.
	

Villa Guardia, 2nd January, 2004
	
Sirton Pharmaceuticals S.p.A
 A Director	
 	
Gentium S.p.A.
 The Chairwoman
	

/s/  Sauro Carsana      
 Dr. Sauro Carsana	
 	

/s/  Laura Iris Ferro      
 Dr. Laura Iris Ferro




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ATTACHMENT A
  Quality assurance 


        SIRTON guarantees, through its structure, and within the sphere of the European Good Manufacturing Procedures / Usa (European GMP / USA),
compliance with the aforesaid standards, identifying the methods of application in relation to the manufacturing and commercial activities carried out by GENTIUM. 



        The
Ministry of Health (EU) and FDA (USA) ascertain, by means of inspections, whether the standards are correctly applied to enable the authorisation of the production and the issue of
pharmaceutical preparations for the markets of interest/competence. 


        In
particular, the activities to be provided by SIRTON to GENTIUM are: 



	•
	Implementation
of the documentary system (procedures) for creating and managing the corporate quality system;



	•
	Qualifying
the installations and related Services;



	•
	Validating
the processes, cleaning, suppliers, analytical controls;



	•
	Ascertaining
that the activities related to the manufacture and issue of products are carried out in accordance with the approved procedures. This ascertainment shall be
carried out by means of validation checks, recorded data and on-site inspections. 




        SIRTON shall make its structure available to GENTIUM in relation to the effective requirements expressed by the latter. 



        The
invoicing shall take place at three-monthly intervals according to the hours effectively worked and drawn up in legal form in appropriate hourly time-recording charts
filled in and initialled by the operators involved and initialled by the Head of the function; 


        The
remuneration established is equivalent to € 31.5 per hour + VAT 


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ATTACHMENT B
  Quality control 



        SIRTON guarantees to carry out all the Quality Control activities related to the activities of ordinary production and issue of the
products in compliance with the regulations in force in the pharmaceutical sector. 


        GENTIUM
undertakes to pay, as compensation for the Service received, three-monthly amounts defined on the basis of the lots of each pharmaceutical preparation manufactured and marketed
during the three-month period according to the commitment required, for each lot, in terms of hours of dedicated personnel and cost of the materials employed in the analyses. 



        The
hours of dedicated personnel and cost of the materials employed are defined as shown in the table below: 



	Product
 
	 	Hours of

analysis per lot
	 	Cost of

mat/anim.per lot

	Defibrotide for Injections	 	147.15	 	1,134.03
	Oral Defibrotide	 	84.15	 	473.80
	Calcic heparin for Injections	 	95.18	 	227.63
	Pure Urokinase	 	75.65	 	730.27
	Sulglycotide	 	62.24	 	106.09
	Glucidamine	 	74.01	 	154.50






        The
amount agreed upon between the Parties to evaluate the hours of dedicated personnel is established as equivalent to € 33.57; 


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ATTACHMENT C
  Analytical assistance for R&D 


        SIRTON
undertakes to provide its structures and its professional personnel to satisfy the requirements with sufficient urgency, insofar as the availability of its structure and its
laboratories will allow, for all that GENTIUM may require within the sphere of the laboratory analyses relating to manufacturing processes and products of specific reference to the R & D
activities in progress on its products. 


        To
ensure the best Service possible, Sirton requests that the scheduled activities be transmitted to it by Gentium at three-monthly intervals to enable it to organise its structure in
the best way possible. 


        The
time devoted to the activities agreed upon with Gentium shall be recorded in hourly timetables filled in by the operators and initialled by the latter and by the Head of the
department; 


        The
hourly cost applied shall be equivalent to 33.57 € + VAT; 


        In
addition to the hourly cost for employment of the personnel, the materials used for the laboratory activities shall be charged at cost price; these shall also be identified by means
of consumption charts drawn up by the laboratory personnel. 


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ATTACHMENT D
  Regulatory Service 



        SIRTON
shall place its structure at GENTIUM's disposal in order to carry out the activities required by the regulations for management of the aspects relating to the manufacturing and
marketing of products for pharmaceutical use, for management of the relations with the Ministerial Authorities of reference and for management of the activities related to the registration and
protection of Trademarks and Patents; 


        In
relation to such Services, GENTIUM shall pay a contract consideration equivalent to 26,000€ plus V.A.T. to be paid in three-monthly instalments against presentation of
regular invoices. 


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ATTACHMENT E
  Engineering Services 


        SIRTON
shall place at GENTIUM's complete disposal the skills of a surveyor specialised in technical operations both on the manufacturing equipment and on the premises; the aforesaid
surveyor shall assist GENTIUM's technical personnel and the outside engineering Companies in the planning and execution of the restructuring operations, revamping, start up of the installations and
maintenance operations during start-up. 


        GENTIUM
undertakes to pay SIRTON, as remuneration for the Service received, an all-inclusive sum equivalent to
€ 30,000/year + VAT. 


        The
aforesaid Services shall terminate by 31st December, 2004. 


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   ATTACHMENT F

Procurement Service 


        SIRTON
shall provide its structure in order to ensure the following activities: 



	•
	determining
the material procurement plans;



	•
	issuing
orders for the purchase of goods and services;



	•
	negotiating
with the Suppliers;



	•
	maintaining
relations with the Suppliers. 




        SIRTON
undertakes to guarantee equitable economic negotiations brought to completion "as well as possible" for GENTIUM. 


        GENTIUM
undertakes to pay SIRTON, as compensation for the Service received, an amount equivalent to € 2,080/month + VAT for a maximum of 1,200
purchasing documents. 


        At
the end of the year, an appropriate adjustment shall be made whenever the maximum number of documents established is exceeded, applying the tariff of
€ 21.00 for each surplus document. 


        SIRTON
shall also supply GENTIUM with the physical-accounting management of the warehouse belonging to GENTIUM, guaranteeing: 



	1.
	management
of the incoming material;



	2.
	preparation
of the materials for production;



	3.
	management
of the outgoing products;



	4.
	safeguarding
the products with the utmost diligence, ensuring their good state of preservation; 




        The
above described Service is understood as being rendered for all the materials pertaining to GENTIUM within the limits of the authorisations in our possession to date. 


        SIRTON
shall be held responsible exclusively for problems relating to activities carried out by its own personnel, and not for problems depending upon factors extraneous to the simple
activity of handling of materials. 


        The
compensation is established as € 2,600 / month + VAT determined on the basis of the work effectively carried out on average, recorded by
the SIRTON warehouse structure, equivalent to 30 hours per week at the cost of € 22.00 + VAT per hour; 


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ATTACHMENT G

General and car-rental Services 


        SIRTON
shall place at GENTIUM's disposal its structure devoted to carrying out general activities such as: messengers, telephone switchboard management, porter's lodge, laundry,
stationery and photocopying Service, in addition to the equipment of general use such as photocopiers, envelope machines, binding machines. This equipment may be used either directly by the GENTIUM
personnel or by means of the SIRTON personnel dedicated to the structure in question. 


        SIRTON
shall bear the incidental expenses deriving from Services of general utility such as postal, telephone and surveillance services, for all the activities described above. 



        SIRTON
shall take charge of the management of the Service cars also for any GENTIUM personnel who may be provided with one, charging GENTIUM the specific cost of the relevant rental. 


        GENTIUM
undertakes to pay an amount equivalent to € 8,580/month + VAT determined on the basis of the costs annually incurred by SIRTON and on
the number of GENTIUM employees compared to the total number of employees within the Sirton Financial Group, full user of the Services described above. 


        At
the end of the year, an appropriate adjustment shall be made on the basis of the effective costs and the effective number of employees. The charges shown above are calculated on the
basis of an average total of 124 employees, 24 of whom belonging to Gentium. 


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ATTACHMENT H

Administrative assistance 


        SIRTON
undertakes to use the technical and administrative assistance Services relating to personnel management and data processing in the best way possible for itself and for the company
GENTIUM. 


        GENTIUM
undertakes to pay SIRTON, as compensation for the Service received, an amount equivalent to € 2,230/month + VAT. 


        The
amount, established on the basis of the costs incurred by SIRTON, shall be shared between the two companies to an extent corresponding to the average number of employees of the two
companies during the course of the year. 


        At
the end of the year, an adjustment shall be made on the basis of the effective cost sustained and the effective number of employees of the two companies. The charges shown above are
calculated on the basis of an average total of 124 employees, 24 of whom belonging to Gentium. 


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ATTACHMENT I

Library Service 


        SIRTON shall guarantee free access to its Bibliographic Service for consultation, reproduction and filing of the bibliographic material
existing in its own archives or external archives. 


        As
part of this Service GENTIUM may: 



	•
	consult
the bibliography existing in the Library;



	•
	provide
its outside consultants and those physicians who request them, with scientific publications concerning its products and those of third parties, by means of its
archives or external archives;



	•
	file
and handle all and any publications of scientific interest. 




        GENTIUM
undertakes not to cause any damage to the bibliographic material and to guarantee the restitution of all the material taken out and used. 


        The
compensation for the above is established on an all-inclusive basis as 4,250 € /monthly determined in the proportion of 50% of the total costs of the
structure and management of the Service, since it can be hypothesized that SIRTON and GENTIUM shall make joint use of the latter; at the end of the year, an adjustment shall be made on the basis of
the effective costs sustained. 


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ATTACHMENT L

Services for utilities 


        SIRTON
shall manage the distribution of utilities such as, for example, gas and water, shouldering the relevant cost and supplying them to GENTIUM, which for its operative activities
shall use them for heating the offices and in the manufacturing processes. 



        SIRTON
undertakes to make the utilities available to GENTIUM to an extent corresponding to the requirements deriving from the operative activities of the latter. 


        GENTIUM
undertakes to pay SIRTON, as compensation for the Service received, an amount equivalent to the cost of the utilities used determined by tables for monthly recording of the
theoretical consumptions, filled in by the Sirton Technical Department on the basis of the installed powers of the GENTIUM production plants. 


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ATTACHMENT M

Maintenance service 


        SIRTON
shall make its structure available, guaranteeing: 



	a.
	periodical
inspections;



	b.
	programmed
preventive maintenance;



	c.
	resolutive
maintenance;



	d.
	management
of spare parts (purchased directly by GENTIUM at it own expense); 




        The
operations shall be carried out with the prior agreement of GENTIUM; 


        SIRTON
guarantees that, in the event of it being unable to handle certain operations with its own structure, it shall make use of highly specialised external structures, the cost of
which shall be charged directly to GENTIUM after approval. 


        GENTIUM
undertakes to pay SIRTON, as compensation for the Service received, an amount equivalent to € 6,400/monthly + VAT 



        At
the end of the year, an adjustment shall be made on the basis of the effective hours dedicated by the SIRTON structure, recorded by means of time sheets initialled by the Head. 


        The
hourly price for the adjustment is established as € 23.24 + VAT; 


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Exhibit 10.27