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EXHIBIT 10.34    
    


INDEMNIFICATION AGREEMENT  


        This
Indemnification Agreement (the "Agreement") is made as of [                        ]
, 2005, by and between Gentium
S.p.A. (the "Company"), and [                        ] (the "Indemnitee"). 


RECITALS  


        The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant
increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in
general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee
does not regard the current protection available as adequate under the present circumstances, and Indemnitee and agents of the Company may not be willing to continue to serve as agents of the Company
without additional protection. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, officers and key employees so
as to provide them with the maximum protection permitted by law. 


AGREEMENT  


        In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the
Company and Indemnitee hereby agree as follows: 


	
1.
	Indemnification.  



        (a)   Third Party Proceedings. The Company shall indemnify Indemnitee to the fullest extent permitted under
and in accordance
with the laws of Italy if Indemnitee is made, or threatened to be made, a party to an action or proceeding other than by or in the right of the Company to procure a judgment in its favor, whether
civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other
enterprise, which Indemnitee served in any capacity at the request of the Company, by reason of the fact that Indemnitee was a director or officer of the Company, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees
actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if Indemnitee acted, in good faith, for a purpose which Indemnitee reasonably believed to be in, or,
in the case of service for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal
actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such civil or criminal action or proceeding by judgment,
settlement, conviction or upon a pleas of nolo contendere, or its equivalent, shall not in itself create a presumption that Indemnitee did not act in good faith, for a purpose which Indemnitee
reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best
interests of the Company or that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. 


        (b)   Proceedings By or in the Right of the Company. The Company shall indemnify Indemnitee to the
fullest extent permitted under and in accordance with the laws of Italy if Indemnitee is made, or threatened to be made, a party to an action by or in the right of the Company to procure a judgment in
its favor by reason of the fact that Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other 












corporation
of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses,
including attorney's fees actually and necessarily incurred by Indemnitee in connection with the defense or settlement of such action, or in connection with an appeal therein if Indemnitee acted, in
good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, not opposed to, the best interests of the Company, except that that no indemnification under this paragraph shall be made in respect of
(i) a threatened action, or pending action which is settled or otherwise disposed of, or (ii) any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to
the Company, unless and only to the extent that the court in which such action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view
of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. 



        (c)   Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by Indemnitee in connection therewith. 



	2.
	No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.



	3.
	Expenses; Indemnification Procedure.



        (a)   Advancement of Expenses. The Company shall advance all expenses incurred by Indemnitee in connection with the
investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referred to in Section l(a) or Section 1(b) hereof (including amounts actually paid in
settlement of any such action, suit or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is
not entitled to be indemnified by the Company as authorized hereby or, where indemnification is granted, to the extent the expenses so advanced by the Company or allowed by the court exceed the
indemnification to which the Indemnitee is entitled. 


        (b)   Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his or her right
to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 12(d) below. In addition,
Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. 


        (c)   Procedure. Any indemnification and advances provided for in Section 1 and this
Section 3 shall be made no later than thirty (30) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of
the Company's Bylaws providing for indemnification, is not paid in full by the Company within thirty (30) days after a written request for payment thereof has first been received by the
Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement,
Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under
applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim
payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by 












court
order or judgment from which no further right of appeal exists. It is the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's
right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent
legal counsel, or its shareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct
required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its
shareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. 


        (d)   Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to
Section 3(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in
accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of such policies. 


        (e)   Selection of Counsel. In the event the Company shall be obligated under Section 3(a)
hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the
delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company
will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have
the right to employ counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company,
(B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall
not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. 



	4.
	Additional Indemnification Rights; Nonexclusivity.



        (a)   Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to
the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Bylaws or by statute. In the
event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of an Italian corporation to indemnify a member of its board of directors or an
officer, such changes shall be deemed to be within the purview of Indemnitee's rights and the Company's obligations under this Agreement. In the event of any change in any applicable law, statute or
rule which narrows the right of an Italian corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to
be applied to this Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder. 


        (b)   Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which
Indemnitee may be entitled under the Company's Bylaws, any agreement, any vote of shareholders or disinterested members of the Company's Board of Directors, [the
name of Italian corporate law], or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office.
The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to
serve in any such capacity at the time of any action, suit or other covered proceeding. 



	5.
	Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a
portion of the expenses, judgments, fines or 








penalties
actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled. 



	6.
	Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, United States federal law or public policy
may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the
Securities and Exchange Commission (the "SEC") has taken the position that indemnification is not permissible for liabilities arising under certain
federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in
the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify
Indemnitee.



	7.
	Officer and Director Liability Insurance. The Company shall, from time to time, make the good faith determination whether or not it is
practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses
from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such
insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a
director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have
no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate
to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance
maintained by a parent or subsidiary of the Company.



	8.
	Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of
this Agreement shall be severable as provided in this Section 7. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so
invalidated shall be enforceable in accordance with its terms.



	9.
	Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this
Agreement: 



        (a)   Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims
initiated or brought voluntarily by Indemnitee and not by way of defense, except
with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be
provided by the Company in specific cases if the Board of Directors finds it to be appropriate; 


        (b)   Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee's 












acts
were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a
financial profit or other advantage to which he was not legally entitled; or 


        (c)   Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes of penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a
policy of officers' and directors' liability insurance maintained by the Company 



	10.
	Construction of Certain Phrases.



        (a)   For
purposes of this Agreement, references to the "Company" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position
under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had
continued. 


        (b)   For
purposes of this Agreement, the Company shall be deemed to have requested Indemnitee to serve an employee benefit plan where the performance by Indemnitee of his or
her duties to the Company also imposes duties on, or otherwise involves services by, such Indemnitee to the plan or participants or beneficiaries of the plan; references to
"fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and action taken or omitted by Indemnitee with
respect to an employee benefit plan in the performance of such Indemnitee's duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of
the plan shall be deemed to be for a purpose which is "not opposed to the best interests of the Company" as referred to in this Agreement. 



	11.
	Attorneys' Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms
hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee with respect to such action; provided
that no indemnification may be made to or on behalf of Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee's acts
were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial
profit or other advantage to which he was not legally entitled. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms
of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to
Indemnitee's counterclaims and cross-claims made in such action); provided that no indemnification may be made to or on behalf of Indemnitee if a
judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which he was not legally entitled.



	12.
	Miscellaneous.



        (a)   Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of Italy, without giving effect to principles of conflict of law. 


        (b)   Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and merges all prior 












discussions
between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this
Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 


        (c)   Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto
and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of
the parties hereto. 


        (d)   Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and
shall be deemed sufficient when delivered personally or sent by telegram or fax, or forty-eight (48) hours after being deposited in the Italian mail, as certified or registered mail, with
postage prepaid, and addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice. 


        (e)   Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one instrument. 



        (f)    Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and inure to the
benefit of Indemnitee and Indemnitee's heirs, legal representatives and assigns. 


        (g)   Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively
bring suit to enforce such rights. 



[Signature
Page Follows] 








        The
parties hereto have executed this Agreement as of the day and year set forth on the first page of this Agreement. 



	 	 	Gentium S.p.A.
	

 	
 	

By:	
 	

    

	

 	
 	

Title:	
 	

    

	

 	
 	

Address:	
 	

Piazza XX Settembre 2

22079 Villa Guardia (Como), Italy





	
 	
 	

 
	

AGREED TO AND ACCEPTED:	
 	

 
	

[                        ]	
 	

 
	

[                  ]

(Signature)	
 	

 
	Address:	 	 













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EXHIBIT 10.34