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Exhibit 10.33    
    


COMMERCIAL LEASE CONTRACT  


THE LESSOR SIRTON PHARMACEUTICALS S.p.A 


Inland
Revenue Code / VAT nr. 01192270138, whose legal representative is dr.ssa LAURA IRIS FERRO born in MILAN on 03 08 1951, registered office in VILLA GUARDIA 


RENTS  



TO THE LESSEE GENTIUM S.p.A. 


Inland
Revenue Code / VAT nr. 02098100130, whose legal representative is dott. SAURO CARSANA, born in Grassobbio (BG) on 09 03 1953, registered office in VILLA GUARDIA 


domiciled
at the premises forming the subject of the lease, the building in VILLA GUARDIA (CO) Piazza XX Settembre, nr. 2 


        under
the following terms and conditions: 


	1.
	The
lease shall have a period of validity of 6 years commencing as of 01 01 2005. The Lessee is/is not entitled to withdraw in advance in accordance with art. 27,
7th paragraph of law 392/1978.



	2.
	The
price of the lease is € 8,112.00 per year to be paid in advance in 2 six-monthly installments of € 4,046.00
each to SIRTON PHARMACEUTICALS S.p.A.



	3.
	In
accordance with art. 32 of Law 392/1978, the parties hereby agree that the rent shall be adjusted at year to the extent of 75% of the fluctuations, ascertained by ISTAT, in the
consumer price index for families of blue-collar and white-collar workers.



	4.
	The
Lessee may not in any way whatsoever delay payment of the rent and ancillary charges beyond the dates established by the provisions in force and may not enforce any actions or
objections until after having made the payment of the overdue installments.



	5.
	The
premises are rented exclusively for use as manufacturing with prohibition of sublease and transfer, even partial, and prohibition of
alteration of the intended purpose. To all intents and purposes of that contemplated in arts. 34, 35, 37 and subsequent articles of L. 392/1978, the Lessee hereby declares that the building shall be
used for activities which involve/do not involve direct contact with the public.



	6.
	To
all intents and purposes of that contemplated in art. 27, 8th paragraph, of L. 293/1978, it is hereby declared that grounds for withdrawal may/may not be the refusal
of the authorisations or permits requested by the laws in force for the purposes of carrying out the Lessee's activities.



	7.
	The
Lessor hereby declares that the building complies with the building and town-planning regulations, in that the latter has obtained building permits and certification of
its fitness for habitation.



	8.
	The
Lessee hereby declares to have been informed that during the period prior to the lease in progress the building was/was not used for habitation.



	9.
	The
Lessee hereby declares to have examined the rented premises and to have found them suitable for his/her purposes, in a good state of repair and free from any defects liable to
affect the health of those carrying out activities therein, and undertakes to return them upon expiry of the contract in the same conditions. All and any additions which cannot be removed at any time
without damaging the premises and all and any other innovations may not be made by the Lessee, without the prior written consent of the owner. Any minor maintenance repairs, and explicitly those to be
made to the water, gas, electricity and plumbing systems, to the locks and keys, to the door and window hinges, to the surfaces of the walls and ceilings and door and window frames, to 








the
floor and wall tiles remain at the expense of the Lessee. Should the Lessee fail to effect such repairs, the Lessor shall do so, withdrawing the relevant expense from the deposit. 



	10.
	The
Lessee explicitly exonerates the Lessor from all and any liability for any direct or indirect damages which he/she may incur due to acts or omissions of other tenants of the
building or of third parties even wherever made possible or facilitated by the absence or carelessness of the porter.



	11.
	The
Lessee hereby undertakes to comply with and to ensure that his/her relatives and employees comply with the internal regulations of the building and declares that he/she is aware
of and accepts the rules of good neighbourliness and correct civil living.



	12.
	The
Lessor is exonerated from all and any liability in the event of interruption of the utilities due causes beyond his/her control.



	13.
	To
calculate the charge for heating, such shall be based on the occupied surface area.



	14.
	The
Lessor may inspect or have the rented premises inspected at any time.



	15.
	Failure
on the part of the Lessee to fulfil any one of the obligations contained in this contract shall give rise, ipso jure, to its
cancellation.



	16.
	CANCELLED



	17.
	Any
amount deposited by the Lessee as a deposit shall be returned after the regular re-consignment of the premises and may never be appropriated on account of rent. The
deposit may/may not be increased or decreased in proportion to changes in the rent and must be restored in the event of its use.



	18.
	The
Lessor authorises/does not authorise the Lessee to give its personal details to third parties with regard to the obligations under lease agreements (L. 31.12.1996, nr. 675).



	19.
	The
stamp duty for the contract and the quittances, the registration dues to the extent established by the laws in force, the cost of heating and the expenses of ordinary maintenance
and any utilities expenses shall be borne by the Lessee.



	20.
	The
clauses referred to herein are valid and effective between the parties unless repealed or amended by the special laws on the subject of leasing, in so far as they are applicable.



	21.
	The
registration of the contract shall be effected by the Lessee/Lessor.



	22.
	The
Lessee shall/shall not arrange for insurance policies for fire for the building in question to be stipulated, providing also to ensure that the safety of the building and systems
complies with current legislation.



	23.
	Any
disputes will be referred to the Court of............ 








        Read,
approved and signed 



	 	 	Villa Guardia 01 01 2005
	

The Lessor	
 	

The Lessee
	

SIRTON PHARMACEUTICALS S.p.A.	
 	

GENTIUM S.p.A.
	

We hereby accept the contract and explicitly articles 1, 2, 3, 10, 12, 15, 16, 20 and 21.
	

The Lessor	
 	

The Lessee
	

SIRTON PHARMACEUTICALS S.p.A.	
 	

GENTIUM S.p.A.
	
Registered in Como on 31/1/05 under nr. 850

3rd Series Exacted € 59.40 (Fifty-nine, / 40)

THE SERVICES HEAD

Dott.ssa Angela CALCO'













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Exhibit 10.33