EXECUTION VERSION THE BANK OF NEW YORK ---------------------------------------- ---------------------------------------- ESCROW AGREEMENTEscrow Agreement • October 24th, 2005 • Gentium S.p.A. • Pharmaceutical preparations • New York
GENTIUM S.p.A. and THE BANK OF NEW YORK As Depositary and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of , 2005Deposit Agreement • June 9th, 2005 • Gentium S.p.A. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of , 2005 among GENTIUM S.p.A., incorporated under the laws of the Republic of Italy (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.
RECITALSVoting Agreement • October 24th, 2005 • Gentium S.p.A. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2005 • Gentium S.p.A. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 14, 2005, among Gentium S.p.A., an Italian corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2005 • Gentium S.p.A. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Subscription Agreement, dated as of October 2, 2005, among the Company and the Purchasers (the “Purchase Agreement”).
UNDERWRITING AGREEMENT Among GENTIUM, S.p.A., MAXIM GROUP LLC And I-BANKERS SECURITIES INCORPORATED Dated: June 16, 2005Underwriting Agreement • January 26th, 2006 • Gentium S.p.A. • Pharmaceutical preparations • New York
The undersigned, Gentium, S.p.A., a Republic of Italy joint stock corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim”) and I-Bankers Securities Incorporated (“IBS” and, together with Maxim, the “Representatives”) as Representatives of the several underwriters named on Schedule I to this Agreement (the “Underwriters”) as follows:
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • December 30th, 2005 • Gentium S.p.A. • Pharmaceutical preparations • New York
This Securities Subscription Agreement (this “Agreement”) is dated as of October 3, 2005, among Gentium S.p.A., an Italian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Lease agreement for real property not for use as dwelling (the “Agreement”) betweenLease Agreement • December 24th, 2013 • Gentium S.p.A. • Pharmaceutical preparations
FinSirton S.p.A. with a company capital of 479,928.00 euro and registered office in Villa Guardia, Piazza XX Settembre n. 2, companies’ register, VAT number and tax identification number 02827580131; represented here by its accountant Angelo Aredi Butti, born in Como on 5/10/1967, domiciled for this office at the company, who declares that is acting here as Sole Director, being vested with all necessary powers (and hereinafter referred to as the “Lessor”);
INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • January 24th, 2005 • Gentium S.p.A. • New York
THIS INVESTORS' RIGHTS AGREEMENT is made as of the 15th day of October, 2004, by and between Gentium S.p.A., a joint stock company (società per azioni) incorporated and organized under the laws of the Republic of Italy (the "Company"), and the investors listed on Schedule A hereto, each of which is herein referred to as an "Investor."
COMMERCIAL LEASE CONTRACTCommercial Lease Contract • May 10th, 2005 • Gentium S.p.A. • Pharmaceutical preparations
Inland Revenue Code / VAT nr. 01192270138, whose legal representative is dr.ssa LAURA IRIS FERRO born in MILAN on 03 08 1951, registered office in VILLA GUARDIA
CONSULTING AGREEMENTConsulting Agreement • April 30th, 2007 • Gentium S.p.A. • Pharmaceutical preparations
This Consulting Agreement (“Agreement”) is by and between KKS-TU GmbH, a German Corporation (“KKS”), located at Otfried-Müller-Str. 45, 72076 Tubingen, Germany, and Gentium, an Italy Corporation (“Gentium”), located at Piazza XX Settembre 2, Villa Gardia (Como), Italy.
AMERICAN DEPOSITARY SHARES PURCHASE WARRANT To Purchase __________ American Depositary Shares, each representing one share of Common Stock of GENTIUM S.p.A.American Depositary Shares Purchase Warrant • December 30th, 2005 • Gentium S.p.A. • Pharmaceutical preparations
THIS AMERICAN DEPOSITARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March ___, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gentium S.p.A., an Italian corporation (the “Company”), up to ______ American Depositary Shares, (the “Warrant Shares”) each representing one share of Common Stock, par value €1.00 per share, of the Company (the “Common Stock”), which American Depositary Shares (“ADSs”) will be issued pursuant to the Deposit Agreement, dated June 15, 2005, with Bank of New York, as Depositary. The Warrant Shares shall be evidenced by American Depositary Receipts (“ADRs”). Each ADS shall represent one share of Common Sto
SUPPLY AGREEMENTSupply Agreement • January 24th, 2005 • Gentium S.p.A.
GENTIUM S.p.A., with registered office in I-22079 Villa Guardia (Como), in Piazza XX Settembre, 2, Inland Revenue code 01192270138, in the person of its Chairman of the Board of Directors and Legal Representative Dr. Laura Iris Ferro, (hereinafter referred to as "GENTIUM")
Re: Amendments to License and Supply and Cost Sharing AgreementsLicense and Supply Agreement • January 11th, 2010 • Gentium S.p.A. • Pharmaceutical preparations
Reference is made to the License and Supply Agreement dated as of December 7, 2001, as amended on June 14, 2005 (“First Amendment”), between Gentium S.p.A. (“Gentium”) and Sigma-Tau Pharmaceuticals, Inc. (“Sigma-Tau”) (collectively the “License Agreement”), and the Cost Sharing Agreement dated as of October 12, 2007 between Gentium and Sigma-Tau (the “Cost Sharing Agreement” and together with the License Agreement, the “Agreements”). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreements.
SERVICE AGREEMENTService Agreement • May 30th, 2006 • Gentium S.p.A. • Pharmaceutical preparations
FINSIRTON S.p.A., whose registered office is in Villa Guardia (Como), Piazza XX Settembre 2, Tax Code and VAT nr. 02827580131, (hereinafter referred to as "FINSIRTON") represented by dr. Laura Iris Ferro, Sole Director
CONSULTING AGREEMENTConsulting Agreement • April 7th, 2005 • Gentium S.p.A. • Pharmaceutical preparations
This Consulting Agreement ("Agreement") is by and between KKS-UKT, gGmbH, a German Corporation ("KKS"), located at Otfried-Müller-Str. 45, 72076 Tübingen, Germany, and Gentium, an Italy Corporation ("Gentium"), located at Piazza XX Settembre 2, Villa Gardia (Como), Italy.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2007 • Gentium S.p.A. • Pharmaceutical preparations
Each selling security holder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their ADSs on the Nasdaq Global Market System or any other stock exchange, market or trading facility on which the ADSs are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling security holder may use any one or more of the following methods when selling ADSs:
TECHNICAL TRANSFER SERVICES AGREEMENTTechnical Transfer Services Agreement • March 31st, 2009 • Gentium S.p.A. • Pharmaceutical preparations • New York
AMENDMENT NO. 3 TO CLINICAL TRIAL AGREEMENTClinical Trial Agreement • March 9th, 2007 • Gentium S.p.A. • Pharmaceutical preparations
This AMENDMENT NO. 3 TO CLINICAL TRIAL AGREEMENT (this “Amendment 3”) is made and entered into as of April 1, 2006 by and between Gentium S.p.A. (successor in interest to Crinos Industria Farmacobiologica S.p.A.), an Italian joint stock corporation having an office at Piazza II Settembre 2, 22079 Villa Guardia (Como), Italy (the “Company”) and Dana-Farber/Partners Cancer Care, Inc., a non-profit corporation having an office at 44 Binney Street, Boston, Massachusetts, 02115, USA (“DFPCC”).
CONSULTANCY AGREEMENTConsultancy Agreement • December 24th, 2013 • Gentium S.p.A. • Pharmaceutical preparations
GENTIUM S.P.A. 2004 EQUITY INCENTIVE PLANEquity Incentive Plan • January 24th, 2005 • Gentium S.p.A.
CLINICAL TRIAL AGREEMENTClinical Trial Agreement • January 24th, 2005 • Gentium S.p.A.
Agreement made this 27th day of December, 1999 ("Effective Date") between Crinos Industria Farmacobiologica S.p.A., a corporation having an office at Piazza XX Settembre 2, 22079 VILLA GUARDIA [Como], Italy ("Company") and Dana-Farber/Partners Cancer Care, Inc., a non-profit corporation having an office at 44 Binney Street, Boston, Massachusetts 02115 ("DFPCC").
PURCHASE AGREEMENT BY AND BETWEEN SIRTON PHARMACEUTICALS S.p.A. AND GENTIUM S.p.A AND AXCAN PHARMA INC. October 9, 2002Purchase Agreement • January 24th, 2005 • Gentium S.p.A. • Quebec
GENTIUM S.p.A. 2007 STOCK OPTION PLAN2007 Stock Option Plan • April 9th, 2007 • Gentium S.p.A. • Pharmaceutical preparations
LICENSE AND SUPPLY AGREEMENT By and Between GENTIUM S.p.A. AND SIGMA-TAU INDUSTRIE FARMACEUTICHE RIUNITE SpA Dated as of December 7th, 2001License and Supply Agreement • January 24th, 2005 • Gentium S.p.A.
THIS AGREEMENT ("Agreement"), dated as of December 7th, 2001 (the "Effective Date"), by and between Gentium S.p.A, a corporation organized under the laws of Italy and having a principal place of business at Piazza XX Settembre, 2, Villa Guardia (Como), Italy, capital stock Euro 5.000.000.- fully paid-up, registered with the Company register of Como No 29927, Fiscal Code and VAT Code No. 02098100130("Gentium"), and Sigma-Tau Industrie Farmaceutiche Riunite SpA, a corporation organized under the laws of Italy and having its registered offices at Viale Shakespeare 47, 00144 Rome, Italy, capital stock Euro 15.860.000 fully paid-up, registered with the Company register of Rome No 1468/57, Fiscal Code No. 00410650584 and VAT Code No. 00885531004 ("ST") (with each of Gentium and ST referred to herein individually as a "Party" and collectively as the "Parties").
AMENDEMENT No. 2 TO CLINICAL TRIAL AGREEMENTClinical Trial Agreement • January 24th, 2005 • Gentium S.p.A.
This AMENDMENT NO. 2 TO CLINICAL TRIAL AGREEMENT (the "Amendment 2") is made and entered into as of the 28th day of January, 2004, by and between Gentium S.p.A. (formerly Crinos Industria Farmacobiologica S.p.A.) a corporation having an office at Piazza XX Settembre 2, 22079 Villa Guradia, Como Italy (the "Company") and Dana-Farber/Partners Cancer Care, Inc., a non-profit corporation having an office at 44 Binney Street, Boston, Massachusetts, 02115, USA ("DFPCC").
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • July 6th, 2006 • Gentium S.p.A. • Pharmaceutical preparations • New York
This Securities Subscription Agreement (this “Agreement”) is dated as of May 31, 2006, among Gentium S.p.A., an Italian joint stock company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ACTIVE INGREDIENT SUPPLY AGREEMENTActive Ingredient Supply Agreement • January 24th, 2005 • Gentium S.p.A.
SIRTON PHARMACEUTICALS S.p.A, with registered office in Villa Guardia (COMO), Piazza XX Settembre, 2, Inland Revenue code 01192270138, in the person of Dr. Sauro Carsana, Director (hereinafter referred to as SIRTON)
GENERAL CONSULTING AGREEMENTConsulting Agreement • April 7th, 2005 • Gentium S.p.A. • Pharmaceutical preparations • New Jersey
This Consulting Agreement ("Agreement") is by and between Bradstreet Clinical Research & Associates, Inc., a New Jersey Corporation ("Bradstreet"), located at 1588 Route 130 North, Suite C-2, North Brunswick, NJ, 08902, and Gentium, an Italy Corporation ("Gentium"), located at Piazza XX Settembre, 2, 22079 Villa Guardia (CO), Italy, Villa Gardia (Como), Italy.
QuickLinks -- Click here to rapidly navigate through this documentAcknowledgement of Sale • January 24th, 2005 • Gentium S.p.A.
AMERICAN DEPOSITARY SHARES PURCHASE WARRANT To Purchase __________ American Depositary Shares, each representing one Ordinary Share of GENTIUM S.p.A.American Depositary Shares Purchase Warrant • July 6th, 2006 • Gentium S.p.A. • Pharmaceutical preparations • New York
THIS AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December __, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on April 28, 2011 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gentium S.p.A., an Italian corporation (the “Company”), up to ______ American Depositary Shares, (the “Warrant Shares”) each representing one ordinary share, par value €1.00, of the Company (the “Ordinary Shares”), which American Depositary Shares (“ADSs”) will be issued pursuant to the Deposit Agreement, dated June 15, 2005, with Bank of New York, as Depositary. The Warrant Shares shall be evidenced by American Depositary Receipts (“ADRs”). Each ADS shall represent one Ordinary Share, and such ratio shall be deemed to be maintained for al
UNSECURED LOAN AGREEMENTUnsecured Loan Agreement • April 1st, 2014 • Gentium S.p.A. • Pharmaceutical preparations
In the year 2013 , on the 11th day of the month of November , in VILLA GUARDIA, between BANCA POPOLARE DI SONDRIO - Società Cooperativa per azioni, based in Sondrio, registered under no. 842 of the Register of Banks - Parent bank of the banking group Banca Popolare di Sondrio, registered under no. 5696.0 of the Register of Banking Groups - registered under no. 00053810149 of the Sondrio Register of Companies, tax code 00053810149, unlimited share capital, hereinafter referred to as “Bank”, in the persons of BARINDELLI GIUSEPPE ANTONIO, born in GRAVEDONA on 18/07/1966 and Mr. , born in on , the former acting as representative and the latter as , authorised by resolution of the Board of Directors no. 5319/1265 on 26 August 2010;
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • February 7th, 2007 • Gentium S.p.A. • Pharmaceutical preparations • New York
This Securities Subscription Agreement (this “Agreement”) is dated as of February 6, 2007, among Gentium S.p.A., an Italian joint stock company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDMENT NO. 1 TO CONTRACT TO SUPPLY ACTIVE INGREDIENTSContract to Supply Active Ingredients • March 31st, 2008 • Gentium S.p.A. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Contract to Supply Active Ingredients is effective as of December 7, 2007 by and between Sirton Pharmaceuticals S.p.A. (“Sirton”) and Gentium S.p.A. (“Gentium”).
Lugano, August 31, 2010 RE: Employment agreement with Gentium S.p.A., Lugano branchEmployment Agreement • December 24th, 2013 • Gentium S.p.A. • Pharmaceutical preparations
Following our agreements, Gentium S.p.A. (hereinafter, the “Company”) and Mr. Khalid Islam hereby intend to terminate by mutual consent, with effect from August 31, 2010, the employment agreement entered into by the same parties on June 1, 2010, and, at the same time, the Company intends to hire Mr. Islam pursuant to the terms and conditions set forth herein.
