ACTIVE INGREDIENT SUPPLY AGREEMENT

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Exhibit 10.24

ACTIVE INGREDIENT SUPPLY AGREEMENT

Between the companies:

•: SIRTON PHARMACEUTICALS S.p.A, with registered office in Villa Guardia (COMO), Xxxxxx XX Xxxxxxxxx, 0, Xxxxxx Revenue code 01192270138, in the person of Xx. Xxxxx Xxxxxxx, Director (hereinafter referred to as SIRTON)

AND

•: GENTIUM S.p.A., with registered office in Villa Guardia (COMO), Xxxxxx XX Xxxxxxxxx, 0, Xxxxxx Revenue code 02098100130, in the person of Xx. Xxxxx Xxxx Xxxxx, Chairwoman (hereinafter referred to as GENTIUM);

WHEREAS:

•: GENTIUM is interested in the manufacture and marketing of active ingredients for pharmaceutical use and raw materials for pharmaceutical use;
•: SIRTON uses such active ingredients in manufacturing pharmaceutical preparations

ALL THIS HAVING BEEN STATED, THE PARTIES HEREBY STIPULATE AS FOLLOWS:

1.: GENTIUM undertakes to supply SIRTON with its active ingredients on the basis of regular purchasing orders issued by SIRTON;
2.: SIRTON undertakes to supply GENTIUM with purchasing orders three months in advance with respect to the date of supply and with purchasing forecasts for a period of 12 months on the basis of which GENTIUM may plan its manufacturing activities;
3.: The prices for the transfer of each active ingredient supplied are established as per the table below:

4.: SIRTON undertakes to pay the amounts agreed upon above against presentation of regular invoices with payment by direct remittance at 60 days from the end of the month of the date of invoice.
5.: This agreement shall become effective as of 02/01/2004, expires on 31/12/2004, and is understood to be tacitly renewed each year, barring cancellation to be notified at least 1 month prior to expiry.
6.: The Parties reserve the possibility of redefining the terms agreed upon, at the time of expiry or during the period of validity of the agreement, in the event of significant changes in the services rendered or their cost, without detriment to the right of withdrawal in the event of non-acceptance.
7.: The Parties formally acknowledge as of now the possibility of agreeing upon changes in the compensations defined above according to the effective extent of the services requested.

8.: All and any communications concerning this Agreement shall be made in writing, by registered letter to be delivered by hand, transmitted by fax, telegram or registered letter with advice of receipt and dispatched to the registered office of each of the Parties.
9.: All and any controversies relating to this Agreement shall be settled by a Board of Arbitrators; each of the two Parties shall appoint its own arbitrator, who in turn shall take steps to choose a third member as Chairman of the Board of Arbitrators.
10.: This Agreement cancels and replaces all and any previous agreements for the supply of Services between the Parties, and may not be amended or changed in any way whatsoever with the exception of that explicitly contemplated herein or by written agreement of the Parties signed by their authorised representatives.

Read, confirmed and undersigned.

Villa Guardia, 2^nd January, 2004

Sirton Pharmaceuticals S.p.A A Director		Gentium S.p.A. The Chairwoman
/s/ Xxxxx Xxxxxxx Xx. Xxxxx Xxxxxxx		/s/ Xxxxx Xxxx Xxxxx Xx. Xxxxx Xxxx Xxxxx

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