Unassociated Document


    SERVICE
      AGREEMENT

    


    


    Between:

    


    
      	 	
              §

            	
              SIRTON
                PHARMACEUTICALS S.p.A.,
                whose registered office is in Villa Guardia (CO), Piazza XX Settembre
                nr.
                2, Tax Code 01192270138, represented by dr. Laura Iris Ferro, Deputy
                Chairwoman (hereinafter referred to as SIRTON)
                

            


    

    


    AND

    


    
      	 	
              §

            	
              GENTIUM
                S.p.A.,
                whose registered office is in Villa Guardia (CO), Piazza XX Settembre
                nr.
                2. Tax Code 02098100130, represented by dr. Salvatore Calabrese,
                Director
                of Administration (hereinafter referred to as GENTIUM);

            


    

    


    


    WHEREAS:

    


    
      	
            	§	
              GENTIUM
                has asked SIRTON to provide various services (hereinafter referred
                to as
                the “Services” and 

            


    

    


    
      	 	
              §

            	
              SIRTON
                has, within its own organisation, a structure dedicated to the performance
                of all of the activities required to render said Services,
                

            


    

    


    Now,
      therefore, GENTIUM AND SIRTON (hereinafter referred to as the “Parties”) agree
      as follows: 

    


    
      	1)	
              SIRTON
                undertakes to provide GENTIUM with the Services indicated below and
                described in the specific attachments.  

            


    

    

      
        	
                a)
                  Quality control for batch release 

              	 	
                Attachment
                  A

              
	
                b)
                  Analytical support for R&D

              	 	
                Attachment
                  B

              
	
                c)
                  Engineering services

              	 	
                Attachment
                  C

              
	
                d)
                  General services and car hire

              	 	
                Attachment
                  D

              
	
                e)
                  Services for utilities

              	 	
                Attachment
                  E

              
	
                f)
                  Maintenance service

              	 	
                Attachment
                  F

              


      

       

    

    Gentium
      shall have the right to provide guidance for the performance of said services
      in
      accordance with legislation in force. 

    


    
      	
              2)

            	
              Unless
                otherwise agreed by the parties, invoices will be issued on a monthly
                basis and payment will be made by direct bank transfer 60 days from
                the
                end of the month in which the invoice is dated.


            


    

    


    
      	
              3)

            	
              This
                agreement will be effective as of 02/01/2006 and will expire on 31/12/2006
                and will be considered tacitly renewed from year to year unless one
                of the
                parties gives notice to the other, sent at least one month before
                expiry.

            


    

    


    
      	
              4)

            	
              The
                Parties reserve the right to revise the contractual conditions on
                expiry
                or during the life of the contract if there are any significant changes
                to
                the services rendered or the cost of
                such.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    The
      Parties shall have the right to withdraw from the contract if the revised
      conditions are not accepted

    


    
      	
              5)

            	
              The
                Parties acknowledge, with immediate effect, the right to negotiate
                variations of the fees established above on the basis of the actual
                amount
                of services rendered.

            


    

    


    
      	
              6)

            	
              Any
                correspondence between the Parties must be addressed as
                follows:

            


    

    


    If
      to
SIRTON:

    SIRTON
      PHARMACEUTICALS S.p.A , 

    Villa
      Guardia (CO), Piazza XX Settembre n. 2, 

    for
      the
      attention of dr. Laura Iris Ferro, 

    


    If
      to
GENTIUM:

    GENTIUM
      S.p.A. , 

    Villa
      Guardia (CO), Piazza XX Settembre n. 2. 

    for
      the
      attention of dr. Salvatore Calabrese

    


    
      	7)	
              This
                agreement will be regulated by Italian law.  

              Any dispute regarding this Contract
                will
                be settled by a Board of Arbitration; each of the Parties will nominate
                its own arbitrator, who in turn will choose the third member of the
                Board
                of Arbitration, who will act as Chairman of said
                Board.

            


    

     

    


    
      	
              8)

            	
              This
                Contract cancels and replaces all previous service agreements between
                the
                Parties and may not be amended or changed in any way with the exception
                of
                that expressly provided for herein or with the written agreement
                of the
                Parties signed by their authorised
                representatives.

            


    

    


    
      	
              9)

            	
              Together
                with the issue of the invoice, Sirton undertakes to provide Gentium
                with
                all the support documentation and computation information (e.g. hour
                sheets, statements of telephone costs as per charges made by telephone
                service providers, vehicle hire invoices, certificates of analysis)
                relative to the services rendered. If said support documentation
                and proof
                of the services rendered is not submitted, Gentium reserves the right
                to
                suspend payment of the invoice.  

            


    

    


    Read,
      confirmed and signed.

    


    Villa
      Guardia, 2 January 2006

    


    
      	 	 	 	 
	/s/ Laura
              Iris Ferro	 	 	/s/ Salvatore
              Calabrese
	
              
Sirton
              Pharmaceuticals S.p.A	 	 	
              
Gentium
              S.p.A.
	
              Deputy
                Chairwoman 

               (dr.Laura
                Iris Ferro)

            	 	 	
              Director
                of
                Administration

              (dr. Salvatore
                Calabrese)

            


    

     

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      A

    Quality
      control for batch release and stability

    


    


    


    In
      accordance with specific instructions received from Gentium,
      SIRTON will
      perform all Quality Control activities for the release of batches and on
      stability relevant to ordinary production activities and in accordance with
      legislative provisions for the pharmaceutical sector.

    Invoices
      will be issued quarterly on the basis of the certificates issued. Certificates
      must be issued within the terms indicated in the analysis requests issued by
      Gentium. Difficulty in issuing said certificates of analysis within the terms
      requested or unforeseen circumstances must be notified promptly (within two
      working days of the receipt of the order or the occurrence of the unforeseen
      circumstance) to Gentium’s purchasing office. Gentium will charge Sirton and
      Sirton shall pay Gentium, a 7% penalty if the above is attributable to Sirton,
      up to a maximum of 20% of the fee established for each week of delay in
      delivering the certificates. For the sole purpose of having prompt information
      on any irregularities encountered (out of specification) during the analyses
      and
      before the certificate of analysis is issued, Sirton undertakes to notify
      Gentium’s Quality Manager of any irregularities encountered within and not
      beyond one working day following said analyses. If necessary, Sirton will
      provide Gentium’s Technical Director with the support documentation relative to
      the analyses as well as the results of the individual analyses conducted.
      Following notice and internal activities permitting, Sirton will allow Gentium
      to conduct inspections of its laboratories. Sirton will not be charged for
      said
      inspections. 

    


    


    As
      payment for the services rendered,
      GENTIUM
      undertakes to pay a fee per certificate, as indicated in the tables
      below

    


    


    
      	
              Description

            	
              Full

            	
              Reduced

            
	
              Certificates
                of stability

            	
              800.00

            	
              400.00

            


    

    


    


    For
      batch releases:

    
      	
              Product

            	
              Cost
                of the certificate for batch analysis

            
	
              Injectable
                Defibrotide 

            	
              7,500.00

            
	
              Oral
                Defibrotide

            	
              5,600.00

            
	
              Inject.
                Calcium Heparin

            	
              3,100.00

            
	
              Raw
                Heparin

            	
              400.00

            
	
              Heparin
                Std Bottles

            	
              1,000.00

            
	
              Pure
                Urokinase

            	
              3,000.00

            
	
              Sulglicotide

            	
              2,650.00

            
	
              Glucidamine

            	
              2,300.00

            


    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        



    

    


    ATTACHMENT
      B

    Analytical
      support for R&D

    


    


    


    On
      the
      basis of the availability of its facilities and laboratories, and following
      a
      specific request from Gentium, SIRTON
      undertakes to make its facilities and professional staff available to the same,
      meeting all of GENTIUM’s requirements in terms of laboratory analyses regarding
      production processes and products that specifically relate to R&D activities
      underway on its own products.

    


    SIRTON
      acknowledges that its internal professional staff employed in meeting GENTIUM’s
      requirements and satisfying its requests, in working hours, will be exclusively
      dedicated to GENTIUM. For internal reporting and management control purposes,
      said professional staff will draw up monthly reports detailing the activities
      they have been working on. 

    


     

    The
      fee
      established is € 9,100 + VAT and will terminate after January 2006.



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      C

    Engineering
      Services

    


    


    


    SIRTON
      will
      make a technician specialised in technical work both on production equipment
      and
      property fully available to Gentium; said professional figure will assist
      GENTIUM’s technical staff and external engineering firms in planning and
      carrying out rebuilding and revamping work, commissioning of systems and
      maintenance work during start-up.

    


    Invoicing
      will be monthly on the basis of the hours actually worked, recorded in specific
      hour-tables which will be completed and signed by the technicians in question
      and signed by Sirton’s Departmental Manager and countersigned by Gentium’s
      Technical Director. 

    


    


    The
      fee
      established is € 33.57 per hour + VAT.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      D

    General
      services and car hire

    


    


    


    SIRTON
      will
      make its facilities dedicated to general activities such as: security, telephone
      switchboard and door staff available to GENTIUM as well as equipment for general
      use such as envelope machine, binding machine. This equipment may be used both
      directly by GENTIUM staff or through SIRTON staff that work in the office in
      question.

    


    SIRTON
      will pay
      the external costs of services for general use such as postal services,
      telephones and security, for all of the above-illustrated
      activities.

    


    Telephone
      expenses  Telephone
      expenses for land-lines will be charged on the basis of the costs recorded
      for
      users Gentium is responsible for by means of a specific switchboard program
      and
      the costs of mobile phones on the basis of the invoices relative to users
      Gentium is responsible for.

    


    Other
      general services  broken
      down as follows:

    


    
      	
              Switchboard
                and door staff

            	 	
              €
                875 + VAT

            
	
              Security

            	
              €
                2,980+VAT until February

            	
              €
                2,280+ VAT from 1st
                March 

            
	
              Delivery/errand
                staff

            	
              €
                3,600 + VAT January

            	
              €
                1,800 + VAT February

            
	
              Laundry

            	
              €
                1,200+ VAT to January

            	
              €
                600 + VAT February

            


    

    


    The
      delivery and laundry services will terminate from March
      2006.

    


    


    
      	Hire of photocopiers 3rd
              floor Gentium office block	 
	(dr. Moltrasio - Mr. Cislaghi)	hire instalment recharged until
              transfer of contract


    

     

    


    Cars   As
      regards the management of service vehicles hired for GENTIUM, the latter will
      be
      charged the cost of the car hire in question.

    


     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      E

    Services
      for utilities

    


    


    SIRTON
      manages
      utilities such as gas and water, paying the relative costs of such and providing
      them to GENTIUM, which uses them to heat its offices and in its production
      processes.

    


    SIRTON
      undertakes to make said utilities available to GENTIUM to the extent required
      for latter’s operations. 

    


    SIRTON
      will
      make
      a charge for the service rendered, which will equal the consumption of the
      utilities employed, calculated, where meters have not been installed, by tables
      which indicate the theoretical monthly consumption, completed by Sirton’s
      technical office on the basis of the installed capacities of GENTIUM’s
      production plants.

    


    The
      above
      tables will be reviewed and approved by GENTIUM’s Maintenance
      Manager.

    


    Said
      services will be invoiced on a monthly basis, at market prices and terms.



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      F

    Maintenance
      service

    


    


    SIRTON
      will
      make
      its organisation available to Gentium, guaranteeing maintenance work to support
      the Gentium facilities such as:

    a.
      electrical work;

    b.
      workshop activities;

    c.
      maintenance of furniture;

    d.
      work
      on the telephone lines.

    All
      of
      the above work will be performed with the prior agreement of GENTIUM.


    


    If
      its
      own organisation is not able to perform a specific job,
      SIRTON
      guarantees that it will use highly specialised external firms for such, the
      cost
      of which will be charged directly to GENTIUM, following the approval of the
      same.

     

    For
      the
      maintenance service, Sirton will charge Gentium the number of hours worked
      at an
      hourly rate of €
      25.00 + VAT.

    


    Invoicing
      will be made monthly, based on the hours actually worked and recorded in
      specific hour-sheets completed and signed by the workers in question and signed
      by SIRTON’s Departmental Manager and countersigned by GENTIUM’s Maintenance
      Manager.

    


    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

        
        

      

    


     

     

    


    Attachment
      “A”

    TO
      THE CONTRACT TO SUPPLY ACTIVE INGREDIENTS BETWEEN 

    SIRTON
      PHARMACEUTICALS S.p.A and GENTIUM S.p.A. dated 2/01/2006

    


    


    


     

    


    Price
      for sale of active ingredients 2006

    


    


     

    


    


    


    
      	
              Product 

            	
              
                Unit
                  of measure

              

            	
              Unit
                price

            
	
              Pure
                Urokinase

            	
              M.U.

            	
              53.00

            
	
              Inject.
                Calcium Heparin

            	
              M.U.

            	
              8.80

            
	
              Inject.
                Defibrotide

            	
              K.S.

            	
              2,300.00

            
	
              Oral
                Defibrotide

            	
              K.S.

            	
              660.00

            
	
              Sulglicotide

            	
              K.S.

            	
              390.00

            
	
              Glucidamine

            	
              K.S.

            	
              160.00

            


    

    
 

    


    Without
      prejudice to all provisions of the relative contract. 

    
 

    


    


    Villa
      Guardia, 2 January 2006

    


    
      	Sirton Pharmaceuticals
              S.p.A     
              Deputy
                Chairwoman    

              (dr.
                Laura Iris Ferro)               

            	 	 	 Gentium
              S.p.A.
              Director
                of Administration

              (dr.
                Salvatore Calabrese)

            
	 	 	 	 
	 	 	 	 
	/s/ Laura
              Iris Ferro	 	 	/s/ Salvatore
              Calabrese
	
              

            	 	 	
              

            
	 	 	 	 




     Sirton
      Pharmaceuticals S.p.A      Gentium
      S.p.A.

    Deputy
      Chairwoman    
      Director
      of Administration

    (dr.
      Laura Iris Ferro)                
      (dr. Salvatore Calabrese)

     

    
      
        
        

      

      
        9