Unassociated Document


    
      CONFIDENTIAL
TREATMENT REQUESTED BY GENTIUM S.p.A.

       

      February
2009

    

     

     

    
      (1)    
Gentium S.p.A.

    

    

      (2)    
IDIS LIMITED

       

       

       

      
        

      

      
         

        SUPPLY
AND DISTRIBUTION AGREEMENT

         

      

      
        
          

        

         

        
          
            Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    DATE: February 2009

    


    PARTIES

    


    
      
        
          	
                  (1)

                	 	
                  Gentium
      S.p.A. a company incorporated in [Italy, whose registered office is at
      Piazza Settembre, 2, 22079 Villa Guardia (CO), Italy

                   

                  (“the
      Manufacturer”)

                
	 	 	 
	
                  (2)

                	 	
                  IDIS LIMITED, a company
      incorporated in England (registered number 2143039), whose registered
      office is at IDIS House, Churchfield Road, Weybridge, Surrey, KT13 8DB,
      United Kingdom

                   

                  (“IDIS")

                


        

      

    

    


    


    INTRODUCTION

    


    
      	
              A)  

            	
              The
      Manufacturer wishes to supply the Products in the Territory through an
      entity with experience in the distribution of unlicensed products on a
      Named Patient Supply basis.

            


    

    


    
      	
              B)  

            	
              IDIS
      has capability in the distribution of unlicensed products on a Named
      Patient Supply basis, within each country in
      the Territory and wishes to act as the Manufacturer’s distributor of the
      Products in the Territory.

            


    

    


    
      	
              C)  

            	
              The
      Manufacturer appoints IDIS as its Exclusive Distributor (as hereinafter
      defined) on a Named Patient Supply basis on the terms set out in this
      Agreement.

            


    

    


    


    OPERATIVE
PROVISIONS

    


    
      	
              1.  

            	
              Definitions
      and interpretation 

            


    

     

    In this
Agreement the following words have the following meanings:

     

    “Business
Day” means any day other than a Saturday or Sunday or a public or bank holiday
in England;

     

    “Commencement
Date” means the date of signature of this Agreement by both
parties;

     

    “Confidential
Agreements” means any and all confidentiality agreements entered into between
the parties either before or after the Commencement Date relating to the subject
matter of this Agreement;

     

     “Confidential
Information” means information defined in the Confidentiality Agreement (as
hereinafter defined)

     

    “Contract”
has the meaning set out in clause 6.2;

     

    “E-mail
Address” means the e-mail address of the relevant party given in Schedule
4.

     

    “Fax
Address” means the fax address of the relevant party given in Schedule 4;

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Force
Majeure” means any circumstances beyond the reasonable control of the relevant
party (including, without limitation, any strike, lock-out or other form of
industrial action, acts of God, war or national emergency, an act of terrorism,
riot, civil commotion, malicious damage, compliance with any law or government
order, rule, regulation or direction, accident, fire, flood or storm) which
prevents that party from complying with any or all of its obligations under this
Agreement;

     

    “Indication”
means the symptoms, condition, or disease for which the Product has been
prescribed for a particular Named Patient;

     

     “Intellectual
Property Rights” means all intellectual and industrial property rights including
patents, know-how, registered trade marks, registered designs, utility models,
applications for and rights to apply for any of the foregoing, unregistered
design rights, unregistered trade marks, rights to prevent passing off for
unfair competition and copyright, database rights, topography rights and any
other rights in any invention, discovery or process, in each case in the United
Kingdom and all other countries in the world and together with all renewals and
extensions;

     

    “Initial
Period” means the period of two Years commencing on the Commencement
Date;

     

    “Marketing
Authorisation” means an authorisation for the sale and placing on the market of
a Product within the Territory;

     

    “Named
Patient” means the patient for whom the Product(s) have been
prescribed;

     

    “Named
Patient Supply” means the supply of Products which do not have a Marketing
Authorisation for the Indication in the country of destination and are supplied
to meet the special needs of a specific patient or patients under the order of a
medical practitioner or other person lawfully permitted to prescribe such
Products to a specific patient or patients in the Territory or relevant part of
it;

     

    “Orders”
has the meaning set out in clause 6.1;

     

    "Prices"
means the price for the Product set by Manufacturer as set out in Schedule 1 of this Agreement,
or as varied in accordance with clause 5.1;

     

    "Products"
means the product or products listed in Schedule 1 and additionally
any further products of the Manufacturer offered to be supplied to IDIS by the
Manufacturer in writing from to time to time after the Commencement Date and
accepted in writing by IDIS;

     

    "Service
Address" means the address for service of the relevant party given in Schedule 4 of this
Agreement;

     

     “Technical
Agreement” means the technical agreement set out in Schedule 5;

     

    "Territory"
means those countries set out in Schedule 2 of this Agreement,
including any additional countries agreed between the parties in writing from
time to time after the Commencement Date and excluding any countries removed
from Schedule 2 as set
forth in clause
16;

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Trade
Marks" means the trade marks and trade names of the Manufacturer listed in Schedule 3 and such other
trade marks as the Manufacturer notifies to IDIS in writing from time to time
after the Commencement Date;

     

    "Year"
means the period of 12 months beginning on the Commencement Date and each
subsequent period of 12 months commencing on the anniversary of the Commencement
Date during the continuance of this Agreement.

     

    
      	
              1.1  

            	
              Headings
      to the clauses of and Schedules to this Agreement are for convenience only
      and shall not affect its construction or
  interpretation.

            


    

     

    
      	
              1.2  

            	
              References
      to clauses and Schedules are to the clauses of and Schedules of this
      Agreement.

            


    

     

    
      	
              1.3  

            	
              The
      Schedules are deemed to be incorporated and form part of this Agreement
      and the term "Agreement" shall be construed accordingly.  In the
      event of conflict between any of the terms of this main part of the
      Agreement and the Schedules, the former shall
  prevail.

            


    

     

    
      	
              1.4  

            	
              The
      word “indemnify” in this Agreement will mean to indemnify, keep
      indemnified and hold harmless the indemnified party from and against all
      costs (including the cost of enforcement), expenses, liabilities
      (including any tax liability), injuries, damages, claims, demands,
      proceedings or legal costs (on a full indemnity basis) and judgements
      which the indemnified party incurs or suffers and “indemnity”,
      “indemnities” and “indemnifies” have a corresponding
    meaning.

            


    

     

    
      	
              1.5  

            	
              Any
      reference to a “month” is a reference to the period of a calendar
      month.

            


    

     

    
      	
              1.6  

            	
              Any
      reference to “person” means a natural or legal person, firm or
      unincorporated association.

            


    

     

    
      	
              1.7  

            	
              Words
      importing the singular include the plural and vice
  versa.

            


    

     

    
      	
              2.  

            	
              Appointment
      and Restrictions

            


    

     

    
      	
              2.1  

            	
              The
      Manufacturer hereby grants to IDIS the Exclusive right to distribute on
      its own account the Products in the Territory, and IDIS agrees to act in
      this capacity subject to the terms of this
  Agreement.

            


    

     

    
      	
              2.2  

            	
              During
      the term of this Agreement, the Manufacturer undertakes not to market or
      sell the Products on a named patient basis through a third party
      distributor to any other person in the Territory without first obtaining
      IDIS’s express written consent (such consent not to be unreasonably
      withheld or delayed).

            


    

     

    
      	
              2.3  

            	
              IDIS
      undertakes that it shall not unless otherwise approved in writing by the
      Manufacturer and for ten (10) years from the Commencement
      Date:

            


    

     

    
      	
              2.3.1  

            	
              manufacture
      any goods that compete with the Products in the
  Territory;

            


    

     

    
      	
              2.3.2  

            	
              obtain
      its supplies of the Products for distribution within the Territory other
      than from the Manufacturer, if the Manufacturer is able and willing to
      supply the same on the terms of this Agreement; provided, however, that
      with respect to the Defibrotide capsules set forth in Schedule 1, IDIS may
      honour purchase orders and contracts existing at the Commencement Date
      until such contracts expire, at which time IDIS shall comply in all
      respects with this clause 2.3.2 with respect to the Defibrotide
      capsules.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              3.  

            	
              Term

            


    

     

    
      	
              3.1  

            	
              This
      Agreement shall commence on the Commencement Date and shall continue in
      force in respect of each Product until terminated pursuant to clause 16 of
      this Agreement.

            


    

     

    
      	
              4.  

            	
              Supply
      of the Products

            


    

     

    
      	
              4.1  

            	
              The
      Manufacturer shall supply the Products to IDIS in accordance with the
      terms and conditions of this Agreement to the exclusion of any terms and
      conditions of sale submitted at any time by the Manufacturer and whether
      printed or sent with any order form, delivery note, invoice or
      otherwise.

            


    

     

    
      	
              4.2  

            	
              The
      Manufacturer shall not supply IDIS with any Products with a remaining
      shelf life of less than six (6) months.  If the Manufacturer is
      unable to comply with this clause 4.2 it shall
      notify IDIS promptly providing details of the remaining unexpired shelf
      lives of the available Products and, in such event, the parties shall
      discuss whether to proceed with the
Order.

            


    

     

    
      	
              5.  

            	
              Pricing

            


    

     

    
      	
              5.1  

            	
              The
      Manufacturer will supply the Products on a consignment basis to IDIS, and
      IDIS shall distribute the Products on a Named Patient Basis at the
      Prices.  The Prices shall remain fixed for the duration of the
      Agreement but may be varied by the Manufacturer by giving IDIS not less
      than ten (10) Business Days notice. Following a change in Prices, IDIS
      will have the right to honour all outstanding quotes for 30
      days.  The only exception to the Prices listed in Schedule 1
      will be for the capsules sold under the existing contracts and purchase
      orders as described in clause
      2.3.2.  For such sales under existing contracts and
      purchase orders, IDIS may honour the prices for the capsules established
      in such existing contracts and purchase orders, and should IDIS desire to
      obtain the capsules from the Manufacture, the Manufacturer will supply the
      capsules to IDIS free of
charge.  .

            


    

     

    
      	
              5.2  

            	
              All
      Prices are inclusive of packaging but exclusive of any applicable value
      added or any other sales tax for which IDIS shall be additionally
      liable.

            


    

     

    
      	
              5.3  

            	
              The
      Manufacturer may recommend in writing to IDIS a sale price for each of the
      Products or impose a maximum selling price at any time; provided that that
      price does not amount to a minimum selling price or retail price
      maintenance.  For the avoidance of
  doubt:

            


    

     

    
      	
              5.3.1  

            	
              where
      the Manufacturer has recommended a selling price to IDIS, IDIS shall be
      free to distribute the Products at any price it so chooses;
      and

            


    

     

    
      	
              5.3.2  

            	
              where
      the Manufacturer has set a maximum price, IDIS shall be obliged to
      distribute the Products at no more than that price; provided that does not
      amount to a minimum selling price or retail price
    maintenance.

            


    

     

    
      	
              5.4  

            	
              Without
      prejudice to any other provision of this Agreement, the Manufacturer shall
      advise IDIS immediately if any Price given for Products in an Order is
      incorrect and, in such event where the Price is incorrect the Manufacturer
      shall not proceed with the Order until it has notified IDIS of that fact
      and received written confirmation from IDIS that the Order may proceed, at
      which time the Contract shall be
formed.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              6.  

            	
              Purchase
      Orders

            


    

     

    
      	
              6.1  

            	
              IDIS
      shall submit, from time to time, written purchase orders (“Orders”) to the
      Manufacturer for the supply of the Products.  Each Order shall
      stipulate the Products’ names, the Products’ codes, the quantity required
      and the total price of the Order (excluding
  VAT).

            


    

     

    
      	
              6.2  

            	
              The
      receipt by the Manufacturer of an Order during the term of this Agreement
      shall constitute a contract (“Contract”), subject to the
      terms and conditions of this
Agreement.

            


    

     

    
      	
              6.3  

            	
              Notwithstanding
      clause 6.2 and
      21.4, within five (5) Business Days after IDIS places an Order, but
      in no event after the Manufacturer ships the Products, IDIS may request to
      vary, add or omit any or all of the Products in an Order. The Manufacturer
      shall grant such request if commercially reasonable. The Manufacturer may
      not vary, add or omit any of the Products or any part of them in an Order
      without the express written consent of IDIS, which shall not be
      unreasonably withheld. 

            


    

     

    
      	
              6.4  

            	
              An
      update of all outstanding Orders placed by IDIS with the Manufacturer
      shall be provided by the Manufacturer promptly upon written request from
      IDIS.

            


    

     

    
      	
              7.  

            	
              Delivery

            


    

     

    
      	
              7.1  

            	
              Within
      five (5) Business Days of the receipt of an Order the Manufacturer shall
      provide IDIS with an estimated date for
  delivery.

            


    

     

    
      	
              7.2  

            	
              The
      Manufacturer shall use all commercially reasonable endeavours to meet
      delivery dates and shall:

            


    

     

    
      	
              7.2.1  

            	
              notify
      IDIS as soon as reasonably practicable of any anticipated or actual delays
      it experiences or anticipates experiencing in meeting an estimated
      delivery date; and

            


    

     

    
      	
              7.2.2  

            	
              provide
      IDIS with such details of the causes of such delays as IDIS reasonably
      requires.

            


    

     

    
      	
              7.3  

            	
              IDIS
      shall, but is not obliged, to grant Manufacturer reasonable extensions for
      the delivery of the Product.  Subject to the foregoing and
      without prejudice to any other rights or remedies available to IDIS,
      material failure to meet the estimated delivery date or any subsequently
      agreed date or notify IDIS of any actual or anticipated delay shall
      entitle IDIS to terminate the
Contract.

            


    

     

    
      	
              7.4  

            	
              Unless
      otherwise agreed, delivery of the Products shall take place at IDIS’
      premises DDP (ICC Incoterms 2000) at Unit 3 Canada Road, Byfleet, Surrey,
      KT14 7JL (or such other premises as IDIS may notify to the Manufacturer
      from time to time) and the Manufacturer shall at its cost arrange for
      suitable transport to IDIS’ premises at Unit 3 Canada Road, Byfleet,
      Surrey, KT14 7JL (or such other premises as have been notified by IDIS to
      Manufacturer) and arrange insurance
therefore.

            


    

     

    
      	
              7.5  

            	
              Where
      the Products are to be delivered in instalments, without prejudice to
      clause 6.2, each
      instalment shall constitute a separate Contract and without prejudice to
      any other rights or remedies available to
IDIS.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              7.6  

            	
              The
      Manufacturer shall:

            


    

     

    
      	
              7.6.1  

            	
              E-mail
      a copy of the delivery note for each delivery or instalment on the day of
      delivery and supply a copy of the delivery note with the delivered
      Products;

            


    

     

    
      	
              7.6.2  

            	
              inform
      IDIS if an Order for Products exceeds 30kg by weight when providing IDIS
      with the estimated date for delivery under clause
    7.1.

            


    

     

    
      	
              7.6.3  

            	
              provide
      IDIS with a written valuation of the Products for use by IDIS for customs
      valuation and insurance purposes.

            


    

     

    
      	
              7.7  

            	
              On
      delivery the Products shall be marked in accordance with IDIS’s
      instructions and properly packed and secured so as to reach their
      destination in an undamaged condition in the ordinary course of
      events.

            


    

     

    
      	
              8.  

            	
              Rejection

            


    

     

    
      	
              8.1  

            	
              Within
      three (3) Business Days after delivery of the Products, IDIS shall inspect
      the Products for compliance with the terms and conditions of this
      Agreement and shall accept the Products or notify the Manufacturer of any
      Product defects pursuant to clause 8.2. IDIS shall notify the Manufacturer
      of any Product defects immediately after they are discovered. Any Products
      that IDIS does not reject by written notice to the Manufacturer pursuant
      to clause 8.2 shall be deemed accepted “as is”. Upon acceptance, IDIS
      automatically shall and hereby does release the Manufacturer from all
      claims for non-conformity or defects except claims for latent defects that
      are not reasonably detectable at the time of acceptance and that become
      apparent before the expiry of the warranty period set out in clause 13.1; provided,
      however, that IDIS must notify the Manufacturer in writing within three
      (3) Business Days of IDIS’ discovery of any such latent defects.

            


    

     

    
      	
              8.2  

            	
              In
      the event of a breach of the Manufacturer’s warranties in clauses 16.1 or 16.2, or where IDIS
      becomes aware of a defect or latent defect pursuant to clause 8.1, IDIS may,
      within three (3) Business Days of becoming aware of such breach or defect,
      reject such Products by notice to the Manufacturer specifying in detail
      the nature and quantity of the defective Products.  Within 30
      days of receipt of such notice, the Manufacturer shall collect the
      defective Products from IDIS at the Manufacturer’s expense (including,
      without limitation, costs of carriage, insurance, export/import duties),
      and:

            


    

     

    
      	
              8.2.1  

            	
              where
      such Products have not yet been distributed by IDIS, replace the defective
      Products with Products that meet the warranties in clauses 16.1 and 16.2 at its own expense;
      or

            


    

     

    
      	
              8.2.2  

            	
              where
      such Products have been distributed by IDIS, as the case may be, deduct
      the relevant amount from the invoice to be raised for such distribution or
      credit to IDIS’s account the purchase price invoiced and any applicable
      value added or other sales tax (where these have been paid) for such
      defective Products plus costs of carriage, insurance and other fees
      incurred by IDIS (including, without limitation, export/import duties)
      plus such amounts equal to the profit IDIS would have made on those
      Products.

            


    

     

    
      	
              8.3  

            	
              Where
      the Manufacturer fails to collect defective Products pursuant to clause 8.2 within 30
      days, IDIS will store defective Products at the Manufacturer’s risk and
      expense on its premises or with a third party or will destroy the
      Products, at the Manufacture’s instruction  and
      expense.  Where the Manufacturer fails to collect defective
      Products pursuant to clause 8.2 within 60
      days IDIS may destroy the defective Products with the consent of the
      Manufacturer. IDIS shall provide the Manufacturer with proof of
      destruction of any Products.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              9.  

            	
              Payment

            


    

     

    
      	
              9.1  

            	
              Within
      the first 5 Business Days of each month IDIS shall provide the
      Manufacturer with a monthly sales report for the just concluded month
      which shall set out the quantity of Products sold by IDIS, total sales
      value of Products sold, and total fees incurred by IDIS (including monthly
      and variable service fees, and such other information as the Manufacturer
      may reasonably request.

            


    

     

    
      	
              9.2  

            	
              Upon
      receipt of a monthly sales report the Manufacturer shall invoice IDIS for
      the total Price of Products sold by IDIS as stated in the sales report.
      IDIS shall pay this invoice within 90 days of the invoice
      date.

            


    

     

    
      	
              9.3  

            	
              The
      Manufacturer shall pay IDIS the monthly service fees within thirty (30)
      days of receiving the monthly sales report as defined in 9.1, and shall
      pay the variable service fees and carriage charges for free-of-charge
      product within ninety (90) days of receiving a monthly sales
      report.

            


    

     

    
      	
              9.4  

            	
              IDIS
      shall be entitled to set-off its fees against its payment to the
      Manufacturer under clause 9.2.

            


    

     

    
      	
              9.5  

            	
              Any
      payments shall be made by transfer to such bank account as the Parties may
      from time to time notify in writing to the
  other.

            


    

     

    
      	
              9.6  

            	
              If
      is the amounts set forth on a sales report are disputed by either party,
      the undisputed amount shall be paid in accordance with clause 9.2 and the
      parties shall attempt to settle the disputed part of that invoice in
      accordance with clause
      22.  Once the dispute is resolved, and if payment is due
      by a party, the payment shall be made within 30 days of the date of
      resolution.

            


    

     

    
      	
              9.7  

            	
              IDIS
      reserves the right to decide appropriate credit terms for it’s customers
      or to invoice customers on a pro-forma basis, if it deems that these
      customers pose a high credit risk. In the event that a customer is deemed
      a high credit risk and cannot pay on a pro-forma basis or has an account
      in arrears, IDIS reserves the right not to fulfil orders for that customer
      unless a specific agreement is reached with the manufacturer in accordance
      with Clause 9.8.

            


    

     

    
      	
              9.8  

            	
              Where
      agreed by both Parties and for specific customer orders, the Manufacturer
      will not invoice IDIS, and IDIS will not pay the Manufacturer the Price
      until IDIS has received payment from the customer. Where agreement is
      reached under this Clause 9.8, IDIS shall separately identify in the
      monthly sales report the customer orders to which this Clause 9.8 applies
      and shall promptly inform the Manufacturer of receipt of payment in
      respect of the relevant customer orders. The Manufacturer shall then raise
      an invoice for this amount. Invoices issued by the Manufacturer for the
      Price of Products sold pursuant to the specific customer orders that are
      subject to this Clause 9.8 shall be paid by IDIS within thirty (30) days
      of the date of invoice.

            


    

     

    
      	
              10.  

            	
              Risk
      and Property

            


    

     

    
      	
              10.1  

            	
              Risk
      of damage to or loss of the Products shall pass to IDIS on delivery. Title
      will pass to IDIS on receipt of an order from a
  customer.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              11.  

            	
              Rights
      and duties of IDIS

            


    

     

    
      	
              11.1  

            	
              During
      the continuance of this Agreement IDIS
shall:

            


    

     

    
      	
              11.1.1  

            	
              hold
      and maintain all relevant wholesale dealers and import licences and comply
      with all applicable legal and regulatory require­ments in relation to
      each of the Products , including but not limited to those relating to the
      storage, distribution and sale of the Products in the Territory on a Named
      Patient Supply basis;

            


    

     

    
      	
              11.1.2  

            	
              unless
      otherwise prohibited by the applicable legal and regulatory
      require­ments, maintain at all times a minimum stock of Products as it
      shall reasonably require (such minimum to be agreed between the parties
      from time to time);

            


    

     

    
      	
              11.1.3  

            	
              inform
      the Manufacturer of customer complaints, requirements and suggestions
      regarding the Products within 5 business days of IDIS becoming aware of
      such information, including but not limited to any information which comes
      into its possession which IDIS reasonably considers may prejudice or
      enhance sales of the Products in the
Territory;

            


    

     

    
      	
              11.1.4  

            	
              inform
      the Manufacturer of any adverse reaction(s) to the Products reported to
      them by customers or any other person within one (1) Business Day of
      cognisance of such report;

            


    

     

    
      	
              11.1.5  

            	
              if
      the Manufacturer or a competent regulatory authority recalls a Product,
      upon the Manufacturer’s direction, notify all customers who have purchased
      the relevant Product and in such circumstances and at the Manufacturer’s
      expense (including price and carriage charge actually and reasonably
      reimbursed by IDIS to the customer and any transport, an additional fixed charge of €400
      per recall and €250 per Order will be charged to cover administration and handling
      costs actually and reasonably incurred by IDIS), IDIS shall implement a
      recall, arrange for the return of the recalled Products from all relevant
      customers and return or destroy the Products at the Manufacturer’s
      direction, provided, however, that the Manufacturer shall be responsible
      for the costs of such recall, except to the extent that the recall is
      attributable to IDIS’ negligence, misconduct, breach of the Agreement, or
      failure to comply with applicable laws or
  regulations;

            


    

     

    
      	
              11.1.6  

            	
              not
      remove the Products from the packages designed for delivery to customers
      without the Manufacturer's prior written
  approval;

            


    

     

    
      	
              11.1.7  

            	
              be
      entitled to describe itself as the Manufacturer's authorised distributor
      of the Products in the Territory but shall not hold itself out as the
      Manufacturer's agent; and

            


    

     

    
      	
              11.1.8  

            	
              for
      the avoidance of doubt, IDIS acknowledges and agrees that, because the
      Manufacturer is a publicly-traded company, the Manufacturer may use IDIS’
      and its agents and representatives’ names and may disclose the existence
      and terms of this Agreement (or may file the Agreement) in registration
      statements and/or reports filed under the Securities Act of 1933, as
      amended, and/or the Securities Exchange Act of 1934, as amended, and/or
      with any applicable stock exchange.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              12.  

            	
              Rights
      and duties of the Manufacturer

            


    

     

    
      	
              12.1  

            	
              During
      the continuance of this Agreement the Manufacturer
  shall:

            


    

     

    
      	
              12.1.1  

            	
              ensure
      that maintenance of all relevant licences to manufacture, assemble,
      package and label, export from the country of manufacture (if relevant)
      and/or supply the Products to IDIS pursuant to this Agreement, including,
      without limitation, on a Named Patient Supply basis, and ensure that
      Manufacturer is in compliance with all relevant legal and regulatory
      requirements in relation to the manufacture, assembly, packaging, packing,
      labelling, export from the country of manufacture (if applicable) and/or
      supply of each of the Products;

            


    

     

    
      	
              12.1.2  

            	
              notify
      and identify to IDIS any Product which becomes the subject of a Marketing
      Authorisation for the Indication after the Commencement
    Date;

            


    

     

    
      	
              12.1.3  

            	
              reply
      to requests for information by IDIS regarding the Products, whether
      related to a technical query or otherwise, as soon as
      practicable;

            


    

     

    
      	
              12.1.4  

            	
              from
      time to time provide IDIS with such samples, catalogues, brochures and up
      to date information (including Prices) concerning the Products as IDIS may
      reasonably require to assist IDIS with the distribution and sale of the
      Products in the Territory;

            


    

     

    
      	
              12.2  

            	
              If
      the Manufacturer wishes to or a competent authority requires the recall of
      any Product, the Manufacturer shall promptly notify IDIS by telephone, fax
      or email (with confirmation in writing) of the recall, its urgency,
      providing details of the specific problem known to it, the batch number of
      the Products concerned and the details of any alternative Products and
      their prices that are available from the
  Manufacturer.

            


    

     

    
      	
              12.3  

            	
              In
      the event IDIS notifies the Manufacturer of a reported adverse reaction(s)
      to a Product received from a customer or any other person, the
      Manufacturer will henceforth assume responsibility for taking any and all
      actions relating to such adverse reaction(s) including, without
      limitation, dealing with (i) all reporting aspects of pharmacovigilance to
      the relevant competent authority, and (ii) allegations or findings of
      product and/or strict liability that may be required or result from an
      adverse reaction(s).  At the request of Manufacturer, and where
      possible, IDIS shall assist and facilitate the Manufacturer in meeting
      these requirements.

            


    

     

    
      	
              12.4  

            	
              The
      Manufacturer shall at all times supply IDIS with the minimum stock agreed
      by the parties pursuant to clause 11.1.2 of this
      Agreement.  Notwithstanding the above, the Manufacturer shall
      supply Products to IDIS in respect of orders submitted above that agreed
      threshold.

            


    

     

    
      	
              12.5  

            	
              The
      Manufacturer shall upon 30 days written notice to IDIS be entitled
      to:

            


    

     

    
      	
              12.5.1  

            	
              discontinue
      or vary the manufacture and assembly and/or supply of any of the Products
      or any substance or ingredient included in the
  Products;

            


    

     

    
      	
              12.5.2  

            	
              make
      changes in the formulation and/or composition of the
    Products,

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    provided
the Manufacturer is able to supply any Orders of affected Products made by IDIS
prior to the date of receipt by IDIS of the notice of any such discontinuation
or variation, in their unvaried form and prior to discontinuation.

     

    
      	
              12.6  

            	
              IDIS
      shall notify the Manufacturer within one (1) Business Day of becoming
      aware of any inspection by any government body, including but not limited
      to a Notified Body or Competent Authority, directly relating to the
      Products.  Promptly after such inspection, IDIS shall furnish
      the Manufacturer with copies of all documentation relating to such
      inspection. The Manufacturer shall have the right to review and comment on
      any correspondence by IDIS to the government body generated as a result of
      such inspection prior to submission by IDIS. In addition, IDIS agrees to
      notify the Manufacturer within two (2) business days of receipt of any
      other written regulatory actions or communication directly relating to the
      Products. The Parties shall confer with each other with respect to any
      response regarding such action or communication and the best means to
      comply with such action or
communication.

            


    

     

    
      	
              12.7  

            	
              During
      the term of this Agreement, IDIS will permit the Manufacturer to examine
      or audit IDIS to ensure IDIS’ performance of its obligation under this
      Agreement, which shall include the right to audit the IDIS facilities at
      which the Product is stored. The Manufacturer shall provide reasonable
      notice of its intent to audit and shall conduct the audit during regular
      business hours. IDIS agrees to remediate audit findings to ensure
      compliance with applicable laws and regulations, IDIS policies and
      procedures, and this Agreement, and agrees to provide objective evidence
      to the Manufacturer of such remediation upon the Manufacturer’s
      request.

            


    

     

    
      	
              13.  

            	
              Warranties
      and Covenants

            


    

     

    
      	
              13.1  

            	
              The
      Manufacturer represents and warrants
that:

            


    

     

    
      	
              13.1.1  

            	
              it
      has title to the Products; and

            


    

     

    
      	
              13.1.2  

            	
              the
      Products shall conform to their description, specification and data sheet
      or summary of product characteristics (if
any).

            


    

     

    
      	
              13.2  

            	
              IDIS
      represents and warrants that;

            


    

     

    
      	
              13.2.1  

            	
              it
      has the necessary expertise and personnel to supply the Product in the
      Territory on a Named Patient Supply
basis.

            


    

     

    
      	
              13.2.2  

            	
              It
      will distribute the Products in the Territories in accordance with all
      applicable laws and regulations of the Territory;
  and

            


    

     

    
      	
              13.2.3  

            	
              it
      is authorised to sell, supply and distribute the Products in the Territory
      on a Named Patient Supply basis, where permitted, in each country within
      the Territory as set out in Schedule
    2.

            


    

     

    
      	
              13.3  

            	
              The
      Manufacturer agrees that, upon delivery to IDIS, the Products are of
      merchantable quality, free from defects in composition, formulation,
      material and workmanship.

            


    

     

    
      	
              13.4  

            	
              Each
      party agrees to the other that it will comply with its obligations set out
      in the Technical Agreement.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              14.  

            	
              Indemnities
      

            


    

     

    
      	
              14.1  

            	
              Except
      to the extent caused by IDIS’ negligence or misconduct, the Manufacturer
      shall indemnify IDIS in respect of:

            


    

     

    
      	
              14.1.1  

            	
              Liabilities
      arising from defects in the manufacture and assembly, packaging and
      labelling of the Products caused by the Manufacturer or its
      agents;

            


    

     

    
      	
              14.1.2  

            	
              A
      finding that the sale of Products by IDIS in the Territory infringes the
      Intellectual Property Rights of any third party unless such allegation or
      finding is attributable to any mark or method of packaging or get up of
      the Product or written material or directions relating to the Product
      applied, used or given by IDIS otherwise than as directed by the
      Manufacturer; and

            


    

     

    
      	
              14.1.3  

            	
              The
      Manufacturer’s material failure to provide information required to be
      provided by the Manufacturer pursuant to the terms of this
      Agreement.

            


    

     

    
      	
              14.1.4  

            	
              Any
      other liabilities arising from the Manufacturers obligations under this
      Agreement.

            


    

     

    
      	
              14.2  

            	
              Except
      to the extent caused by the Manufacturer’s negligence or misconduct, IDIS
      shall indemnify Manufacturer in respect
of:

            


    

     

    
      	
              14.2.1  

            	
              Liabilities
      arising from the supply of the Products in the Territory on a Named
      Patient Basis; and

            


    

     

    
      	
              14.2.2  

            	
              Any
      other liabilities arising from IDIS’ obligations under this
      Agreement.

            


    

     

    
      	
              14.3  

            	
              Each
      party shall indemnify the other party in respect of any breach by it of
      that party’s representations and warranties given in this
      Agreement.

            


    

     

    
      	
              14.4  

            	
              The
      indemnities contained in clauses 14.1, 14.2 and 14.3 above shall be
      conditional in each case upon the indemnified
  party:

            


    

     

    
      	
              14.4.1  

            	
              promptly
      giving written notice of any claim to be indemnified to the indemnifying
      party;

            


    

     

    
      	
              14.4.2  

            	
              providing
      the indemnifying party with the absolute discretion to conduct, take or
      resist any proceedings as it sees fit at its own
  expense;

            


    

     

    
      	
              14.4.3  

            	
              providing
      the indemnifying party on request with such information and assistance in
      relation to such proceedings as it may reasonably require, subject to the
      indemnifying party indemnifying the other party against all costs
      reasonably incurred by it in the provision of such information or
      assistance; and

            


    

     

    
      	
              14.4.4  

            	
              not
      making any settlement, compromise or prejudicial admission in relation to
      such claim without the prior consent of the indemnifying party (such
      consent not to be unreasonably withheld or
  delayed).

            


    

     

    
      	
              14.5  

            	
              Both
      Parties shall maintain insurance as required under applicable laws and
      regulations and, in any event, in amounts necessary to provide coverage
      for their potential liabilities under this Agreement. Upon request, each
      party will provide to the other valid certificates of insurance or
      evidence of self insurance for the coverage set forth in this
      Section.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              15.  

            	
              Intellectual
      Property 

            


    

     

    
      	
              15.1  

            	
              The
      Manufacturer grants IDIS a royalty free licence to use the Trade Marks in
      the Territory on or in relation to the Products for the purposes only of
      exercising its rights and performing its obligations under this Agreement
      (including, without limitation, distributing and selling the
      Products).

            


    

     

    
      	
              15.2  

            	
              IDIS
      shall not without the prior written consent of the
      Manufacturer:

            


    

     

    
      	
              15.2.1  

            	
              make
      any modifications to the Products or their packaging or
      labelling;

            


    

     

    
      	
              15.2.2  

            	
              alter,
      remove or tamper with any Trade Marks, numbers, or other means of
      identification used on or in relation to the
  Products;

            


    

     

    
      	
              15.2.3  

            	
              use
      any of the Trade Marks in any way which might prejudice their
      distinctiveness or validity or the goodwill of the Manufacturer therein;
      or

            


    

     

    
      	
              15.2.4  

            	
              use
      in relation to the Products any trade marks other than the Trade Marks
      without obtaining the prior written consent of the
      Manufacturer.

            


    

     

    
      	
              15.3  

            	
              Except
      as provided in this Agreement IDIS shall have no rights in respect of any
      trade names or Trade Marks used by the Manufacturer in relation to the
      Products or of the goodwill associated therewith, and IDIS hereby
      acknowledges that, except as expressly provided in this agreement, it
      shall not acquire any rights in respect of any trade names or Trade Marks
      and that all such rights and goodwill are, and shall remain, vested in the
      Manufacturer.

            


    

     

    
      	
              15.4  

            	
              IDIS
      shall, at the expense of the Manufacturer, take all such steps as the
      Manufacturer may reasonably require to assist the Manufacturer in
      maintaining the validity and enforceability of the Intellectual Property
      Rights of the Manufacturer during the continuance of this
      Agreement.

            


    

     

    
      	
              15.5  

            	
              Without
      prejudice to the rights of IDIS or any third party to challenge the
      validity of any Intellectual Property Rights of the Manufacturer, IDIS
      shall not knowingly do or authorise any third party to do any act which
      would invalidate or be inconsistent with any Intellectual Property Rights
      of the Manufacturer and shall not knowingly omit or authorise any third
      party to omit to do any act which, by its omission, would have that effect
      or character.

            


    

     

    
      	
              15.6  

            	
              Without
      prejudice to clause
      14.4, IDIS shall immediately notify the Manufacturer of any actual
      or threatened infringement in the Territory of any Intellectual Property
      Rights of the Manufacturer which comes to IDIS’s notice, and of any claim
      by any third party so coming to its notice that the importation of the
      Products into the Territory, or their sale in the Territory, infringes any
      rights of any other person, and IDIS shall at the request and expense of
      the Manufacturer do all such things as may be reasonably required to
      assist the Manufacturer in taking or resisting any proceedings in relation
      to any such infringement or claim.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              16.  

            	
              Termination

            


    

     

    
      	
              16.1  

            	
              Either
      party may terminate this Agreement in respect of any or all Products or
      Territories for any reason by giving not less than 30 days written notice
      to the other to that effect; provided that the Manufacturer agrees to
      provide 90 days notice for France, where IDIS has contractual obligations
      for up to 90 days.

            


    

     

    
      	
              16.2  

            	
              Either
      party shall have the right to terminate this Agreement immediately by
      notice to the other if the other
party:

            


    

     

    
      	
              16.2.1  

            	
              commits
      any material or persistent breach of any of the provisions of this
      Agreement and, in the case of a breach capable of remedy, that party fails
      to remedy such breach within 30 days after receipt of a notice giving full
      particulars of the breach and requiring it to be
  remedied;

            


    

     

    
      	
              16.2.2  

            	
              being
      a company, summons a meeting of its creditors, makes a proposal for a
      voluntary arrangement, becomes subject to any voluntary arrangement, is
      unable to pay its debts within the meaning of section 123 Insolvency
      Act 1986, has a receiver, manager or administrative receiver
      appointed over any of its assets, undertakings or income, has passed a
      resolution for its winding-up (save for the purpose of a voluntary
      reconstruction or amalgamation previously approved in writing by the party
      serving notice), is subject to a petition presented to any Court for its
      winding-up (save for the purpose of a voluntary reconstruction or
      amalgamation previously approved in writing by the party serving notice),
      has a provisional liquidator appointed, has a proposal made for a scheme
      of arrangement under section 425 Companies Act 1985, has an administrator
      appointed in respect of it or is the subject of an application for
      administration filed at any court or a notice of appointment of an
      administrator filed at any court or a notice of intention to appoint an
      administrator given by any person or is the subject of a notice to strike
      off the register at Companies House or any of the foregoing
    ;

            


    

     

    
      	
              16.2.3  

            	
              the
      other party has any distrait, execution or other process levied or
      enforced on any of its property;

            


    

     

    
      	
              16.2.4  

            	
              the
      other party ceases, or threatens to cease to carry on
      business;

            


    

     

    
      	
              16.2.5  

            	
              has
      any proceedings analogous to those referred to in clauses 16.2.2 to 16.2.4 occurs in
      relation to the other party or its assets in accordance with the
      jurisdiction to which the other party or its assets are
      subject;

            


    

     

    
      	
              16.2.6  

            	
              in
      the circumstances contemplated by clause 19.3 there is no
      agreement reached by the parties within 30 days after discussions for that
      purpose began or ought to have
begun.

            


    

     

    
      	
              16.3  

            	
              For
      the purposes of clause
      16.2.1 a breach shall be considered capable of remedy if the party
      in breach can comply with the provision in question in all respects save
      as to the time of performance (provided that time of performance is not of
      the essence).

            


    

     

    
      	
              16.4  

            	
              The
      rights to terminate this Agreement given by this clause 16.2 shall be
      without prejudice to any other right or remedy of either party in respect
      of the breach concerned (if any) or any other
  breach.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              17.  

            	
              Consequences
      of termination 

            


    

     

    
      	
              17.1  

            	
              Upon
      termination of this Agreement for any
reason:

            


    

     

    
      	
              17.1.1  

            	
              save
      as otherwise agreed, including, without limitation, to effect clause 17.1.3, IDIS
      shall immediately cease to make use of the Trade Marks, provided that IDIS
      shall be entitled to complete all Orders placed with the Manufacturer
      prior to the date of termination;

            


    

     

    
      	
              17.1.2  

            	
              at
      the request of a party and at that party’s expense, the other party shall
      return or destroy any Confidential Information provided by the first
      party; and

            


    

     

    
      	
              17.1.3  

            	
              IDIS
      shall have no claim against the Manufacturer for loss of distribution
      rights, goodwill or other similar
loss.

            


    

     

    
      	
              17.2  

            	
              Upon
      the Manufacturer’s termination of this Agreement under clause 16.1 within
      the Initial Period, Manufacturer agrees to pay IDIS for the work performed
      under this Agreement up to the date of termination, costs arising from
      non-cancellable commitments reasonably and necessary incurred by IDIS for
      the performance of the work prior to the date of termination, and all
      remaining fixed service fees up to the end of the Initial
      Period.

            


    

     

    
      	
              17.3  

            	
              In
      the event of termination by either party under clause 16.1 or the
      Manufacturer under clause
      16.2.1 or 16.3, IDIS shall, if the Manufacturer so requests, within
      10 days of the date of termination of this Agreement return all or any
      part of the stocks of the Products then held by IDIS to the Manufacturer
      at the Manufacturer’s cost of transportation and insurance, and
      risk.  IDIS shall be responsible for arranging transportation
      and insurance.

            


    

     

    
      	
              17.4  

            	
              In
      the event of termination by IDIS under clause 16.2.1, IDIS may
      at its option within 10 days of the date of termination of this Agreement
      require the Manufacturer to collect all or any part of the stocks of the
      Products then held by IDIS at the Manufacturer’s cost of transportation
      and insurance and risk.  IDIS shall be responsible for arranging
      transportation and insurance.

            


    

     

    
      	
              17.5  

            	
              Clauses 13.1, 13.2, 14, 17, 18 and 21 shall survive
      termination of this Agreement.

            


    

     

    
      	
              18.  

            	
              Confidential
      Information

            


    

     

    
      	
              18.1  

            	
              The
      parties have entered into an agreement, dated November 20, 2007, governing
      the disclosure of Confidential Information in connection with a potential
      relationship between the parties (the “Confidentiality Agreement”). The
      Confidentiality Agreement is set out at Schedule 6 and is incorporated as
      part of this Agreement. The terms to keep information confidential as set
      forth in the Confidentiality Agreement shall be incorporated in this
      Agreement and survive the termination of this Agreement, but in no event
      shall it extend loner than the term specified in the Confidentiality
      Agreement.

            


    

     

    
      	
              19.  

            	
              Force
      Majeure

            


    

     

    
      	
              19.1  

            	
              If
      either party is affected by Force Majeure it shall forthwith notify the
      other party of the nature and extent
thereof.

            


    

     

    
      	
              19.2  

            	
              Neither
      party shall be deemed to be in breach of this Agreement, or otherwise be
      liable to the other, by reason of any delay in performance, or
      non-performance, of any of its obligations under this Agreement to the
      extent that such delay or non-performance is due to any Force Majeure of
      which it has notified the other party, and the time for performance of
      that obligation shall be extended
accordingly.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              19.3  

            	
              If
      the Force Majeure in question prevails for a continuous period in excess
      of three months, the parties shall enter into bona fide discussions with a
      view to alleviating its effects, or to agreeing upon such alternative
      arrangements as may be fair and reasonable in the
      circumstances.

            


    

     

    
      	
              20.  

            	
              Notice

            


    

     

    
      	
              20.1  

            	
              Unless
      otherwise specified in this Agreement,  notice to be served by
      one party on the other shall be in writing and shall be served as set out
      in Schedule 4 by: (i) sending it by pre-paid recorded delivery (or by
      pre-paid registered air mail where appropriate) to the Service Address
      (ii) by fax to the Fax Address ,(iii) by e-mail to the E-mail Address. In
      addition, notice may be served to any other address as is notified by that
      party to the other from time to time in accordance with this clause 20. If notifying
      via fax or e-mail, a copy of such notice shall be sent by pre-paid
      recorded delivery to the Service
Address.

            


    

     

    
      	
              20.2  

            	
              Notice
      shall be deemed received in the case of pre-paid recorded delivery, two
      days from the date of posting, in the case of registered airmail, five
      days from the date of posting, and in the case of fax, at the time of
      transmission.

            


    

     

    
      	
              20.3  

            	
              In
      proving service it shall be sufficient to prove that the envelope
      containing such notice was correctly addressed and delivered or the notice
      was transmitted by fax to the Fax Address and a successful transmission
      sheet exists.

            


    

     

    
      	
              21.  

            	
              General

            


    

     

    
      	
              21.1  

            	
              Neither
      party shall without the prior written consent of the other sub-contract,
      assign or transfer, or purport to sub-contract, assign or transfer to any
      other person any of its rights or obligations under this Agreement without
      the prior written consent of the other party, save that this Agreement
      will be binding upon and inure to any successor(s) to the business of
      either party.

            


    

     

    
      	
              21.2  

            	
              Neither
      party nor its agents or employees shall be deemed to be an agent of the
      other for any purpose whatsoever, and neither party shall have, nor shall
      it represent itself as having, any authority to make contracts or
      obligations in the name of or binding upon the other party, to pledge the
      other party’s credit, or to extend credit to anyone in the other party’s
      name.

            


    

     

    
      	
              21.3  

            	
              This
      Agreement and the documents referred to in it, including the
      Confidentiality Agreement, contains the entire agreement between the
      parties in respect of the subject matter of the Agreement, and supersede
      all prior written or oral agreements, representations or understandings
      between the parties in respect thereto. The parties acknowledge that this
      Agreement has not been entered into wholly or partly in reliance on, nor
      has either party been given any warranty, statement, promise or
      representation made by or on their behalf other than as expressly set out
      in this Agreement.  To the extent that any such warranties,
      statements, promises or representations have been given the recipient
      party unconditionally and irrevocably waives any claims, rights or
      remedies which it might otherwise have had in relation to them. Nothing in
      this clause 21.3
      will exclude any liability which one party would otherwise have to the
      other party in respect of any statements made
  fraudulently.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              21.4  

            	
              This
      Agreement may not be modified except in writing signed by the duly
      authorised representatives of each
party.

            


    

     

    
      	
              21.5  

            	
              In
      the event that any of the provisions of this Agreement or the application
      of any such provisions to the parties shall be held by a court of
      competent jurisdiction to be contrary to law, the remaining portions of
      this Agreement shall remain in full force and
  effect.

            


    

     

    
      	
              21.6  

            	
              The
      failure or delay by either party to this Agreement in exercising any
      right, power or remedy of that party under this Agreement will not in any
      circumstances impair such right, power or remedy nor operate as a waiver
      of it.  The single or partial exercise by either party to this
      Agreement of any right, power or remedy under this Agreement will not in
      any circumstances preclude any other or further exercise of it or the
      exercise of any other right, power or
remedy.

            


    

     

    
      	
              21.7  

            	
              Subject
      as expressly provided in this Agreement, the rights, powers and remedies
      provided in this Agreement are cumulative and not exclusive of any rights,
      powers and remedies provided by
law.

            


    

     

    
      	
              21.8  

            	
              No
      waiver by either party of any breach of this Agreement by the other shall
      be considered as a waiver of any subsequent breach of the same or any
      other provisions.

            


    

     

    
      	
              21.9  

            	
              The
      parties to this Agreement do not intend that any of its terms will be
      enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999
      by any person not a party to it.

            


    

     

    
      	
              21.10  

            	
              This
      Agreement may be executed in any number of counterparts, each of which
      when executed shall be construed as an original, but together will
      constitute one and the same
instrument.

            


    

     

    
      	
              22.  

            	
              Disputes

            


    

     

    
      	
              22.1  

            	
              Subject
      to clause 23, if
      any dispute arises out of this Agreement, in the first instance, the
      parties’ account managers shall attempt to resolve the dispute amicably
      within 30 days.

            


    

     

    
      	
              22.2  

            	
              If
      a dispute cannot be resolved by the parties’ account managers, the parties
      shall promptly refer the matter to their respective Chief Executive
      Officers. If either party refuses to make such referral or participate in
      good faith in this dispute resolution procedure and in any event, if the
      dispute is not resolved within 30 days of such referral or the date such
      referral could have been made, then either party may commence proceedings
      in accordance with clause
      23.

            


    

     

    
      	
              22.3  

            	
              Where
      either party reasonably believes that a dispute relates to a material
      breach or potential breach of this Agreement or a Contract, that party
      shall notify its and the other party’s account managers and each party
      shall then refer the dispute directly to their Chief Executive Officers
      and the provisions of clause 22.2 shall
      apply.

            


    

     

    
      	
              23.  

            	
              Governing
      Law and Jurisdiction

            


    

     

    
      	
              23.1  

            	
              This
      Agreement shall be governed by, and construed in all respects in
      accordance with the laws of
England.

            


    

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              23.2  

            	
              Subject
      to clause 22, the
      courts of England will have exclusive jurisdiction to settle any disputes
      which may arise out of or in connection with this
      Agreement.  The parties irrevocably agree to submit to that
      jurisdiction except that either party may seek injunctive relief in any
      court of competent jurisdiction.

            


    

     

    


    [Remainder of page intentionally left
blank; Signatures appear on following page.]

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS of which the parties have signed this Agreement on the date set out
above.

     

    


    SIGNED
for and on behalf of the

    Manufacturer
by

    /s/ Gary
Gemignani                                               


    Gary Gemignani, Executive VP and
CFO

    


    Date February 27, 2009

    


    


    


    SIGNED
for and on behalf of IDIS

    by                                                                                   /s/ James
McCutcheon                                        


    James McCutcheon, Finance
Director

    


    Date March 6, 2009

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1

    


    Products

    


    


    
      
        
          
            
              	
                      PRODUCT

                       

                    	
                      IDIS
      BUY PRICE

                    	
                      IDIS
      VARIABLE SERVICE FEE**

                    	
                      SELLING
      PRICE TO TERRITORY*

                    
	
                      Defibrotide
      10 x 2.5ml (charged Product)

                    	
                      €***

                    	 
      	
                      

                        €***

                      

                    
	
                      Defibrotide
      10 x 2.5ml (free Product)

                    	
                      

                        €***

                      

                    	
                      

                        €***

                      

                    	
                      

                        €***

                      

                    
	
                      Defibrotide
      capsules 21 x 400 mg (charged Product only)

                    	
                      

                        €***

                      

                    	 
      	
                      

                        €***

                      

                    


            

          

        

      

    

     

    The
prices and fees shown above do not include carriage and packaging. Carriage and
packaging will be charged at cost to the customer for charged product. Gentium
will pay for all carriage for free-of-charge product.

    


    * If the
parties agree to include countries in the Territory that are non-Euro (€)
countries, the sales price will be quoted in $ (US) or £ sterling and will be
converted from Euros at the exchange rate published in the Financial Times on
the first day of the calendar month of customer invoice. These sales will then
be identified in the monthly sales report provided by IDIS to the Manufacturer
and invoiced by the Manufacturer to IDIS in the same currency and at the same
exchange rate relative to the Euro as invoiced to the customer.

    


    **The
Variable Service Fee will be charged to the Manufacturer for each pack shipped
by IDIS.

    


    


    Minimum
Order Quantities

    


    Customers
will be required to order a minimum of 10 packs per order.

    


    


    Fixed
Service Fee

    


    IDIS will
invoice the Manufacturer a service fee of €*** per month. The services provided
would include consultancy, provision of information and similar services. This
fee will be incorporated into the reporting as referenced in clause
9.1.

    


    


    


    Note: The
above prices are quoted net of any value added tax or sales tax which may be
applicable.

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2

    
 

    Territory


    


    The
territory will include all countries in the world except for those countries in
Europe, North America, South America and Central America.

     

    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3

    
 

    


    DEFIBROTIDE  ,
200mg/2.5ml ampoules,

    


    Prociclide,
registered in Italy, 400 mg capsules, license number 026111056

    


    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     SCHEDULE
4

    


    Service

    


    


    
      
        	
                Manufacturer’s
      Service Address

                 

                 

              	 	
                PIAZZA
      XX SETTEMBRE

                2,
      22079 VILLA GUARDIA (COMO)

                ITALY

                 

              
	
                Manufacture’s
      Telephone Number(s)

                 

              	 	
                +39
      031 385 111

              
	
                Manufacturer’s
      Fax Address

                 

              	 	
                +39
      031-385-333 with copy to (212) 332-3401

              
	
                Manufacturer’s
      E-mail Address

              	 	
                thillman@gentium.com with
      copy to:

                miacobelli@gentium.it

                scalabrese@gentium.it

                mhoyle@gentium.it

              
	
                 

                IDIS’s
      Service Address

                 

                 

                 

              	 	
                 

                IDIS
      House

                Churchfield
      Road

                Weybridge

                Surrey

                KT13
      8DB

                United
      Kingdom

                 

              
	
                IDIS’s
      Telephone Number(s)

                 

              	 	
                +44
      1932 824000

              
	
                IDIS’s
      Fax Address

              	 	
                +44
      1932 824200

              


      

    

    


    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
5

    


    Technical
Agreement

    


    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
6

    


    Confidentiality
Agreement

    


    
      
        Confidential
treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality request. Omissions
are designated as ***. A complete version of this exhibit has been filed with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Act of 1934, as amended.

        
        

      

      
        25