ESCROW AGREEMENT
Exhibit
4
THE
BANK
OF
NEW
YORK
By
and
among
THE
BANK
OF NEW YORK
AND
THINKEQUITY
PARTNERS L.L.C.
Dated
as
of February 6, 2007
ACCOUNT
NUMBER: 133193
SHORT
TITLE OF ACCOUNT: Gentium S.p.A. Escrow Account 2007-1
ESCROW
AGREEMENT
made
this 6th
day of
February, 2007, by and between THE BANK OF NEW YORK (the “Escrow
Agent”),
Gentium S.p.A., a joint stock company organized under the laws of the Republic
of Italy (“Gentium”)
and
ThinkEquity Partners LLC (“ThinkEquity”)
(Gentium and ThinkEquity each being a “Depositor”
and
collectively being the “Depositors”).
Preliminary
Statement
WHEREAS,
Gentium
intends to cause the issuance and delivery of the American Depositary Shares
(collectively, the “ADSs”)
of
Gentium pursuant to a securities subscription agreement (the “Subscription
Agreement”)
to be
entered into among Gentium, and each of other investors whose names appear
on
the signature page of the Subscription Agreement (collectively, the
“Investors”),
which
are represented for purposes of this Escrow Agreement by
ThinkEquity;
WHEREAS,
in
connection with the payment by the Investors for the ADSs, the Investors intend
to cause funds to be deposited with the Escrow Agent and Gentium intends to
cause American Depositary Receipts (the “ADRs”)
representing the ADSs to be deposited with the Escrow Agent by Bank of New
York,
ADR Division (the “Depositary”),
in
its capacity as Depositary of the ADSs; and
WHEREAS,
it is a
condition precedent to the Subscription Agreement that Gentium, ThinkEquity
and
the Escrow Agent enter into this Agreement.
NOW,
THEREFORE,
Gentium,
ThinkEquity and the Escrow Agent hereby agree that, in consideration of the
mutual promises and covenants contained herein, Escrow Agent shall hold in
escrow and shall distribute Escrow Property and Escrow Funds (as defined herein)
in accordance with and subject to the following Instructions and Terms and
Conditions:
I.
INSTRUCTIONS:
| 1. |
Escrow
Property and Escrow Funds
|
The
property and funds to be deposited with Escrow Agent by Gentium and the
Investors shall be as follows:
a. Escrow
Property.
Gentium
will cause the Depositary to deliver ADRs representing an aggregate of 2,354,000
ADSs (the ADRs representing such ADSs being the “Escrow
Property”)
to the
Escrow Agent, for prompt deposit into the escrow account at The Bank of New
York. (Account No. 133193) (the “Escrow
Account”).
The
Escrow Property shall be held, administered and disposed of by the Escrow Agent
in accordance with the terms and conditions hereinafter set forth.
b. Escrow
Funds.
ThinkEquity will cause the Investors to deliver to the Escrow Agent an aggregate
of $47,480,180 by wire transfer in immediately available funds (the
“Escrow
Funds”)
for
prompt deposit into the Escrow Account. The Escrow Funds shall be held,
administered and disposed of by the Escrow Agent in accordance with the terms
and conditions hereinafter set forth. The Escrow Agent shall have no obligation
to pay interest on or to invest or reinvest any of the Escrow
Funds.
c. Receipt.
Upon
receipt of all of the Escrow Property and the Escrow Funds, the Escrow Agent
agrees to execute and deliver the Escrow Receipt in the form attached hereto
as
Exhibit
A
to
Gentium and ThinkEquity.
|
2.
|
Distribution
of Escrow Property and Escrow
Funds
|
Upon
receipt of the Distribution Instructions in the form attached hereto as
Exhibit
B
executed
by both Gentium and ThinkEquity, the Escrow Agent shall distribute the Escrow
Funds to the recipients set forth on Schedule
1
hereto
via wire transfer in immediately available funds and the Escrow Property to
the
Investors at the addresses set forth on Schedule
2
hereto.
| 3. |
Addresses
|
|
Notices,
instructions and other communications shall be
sent:
|
To
the Escrow Agent:
The
Bank
of New York
Global
Finance Americas
Corporate
Trust Division
000
Xxxxxxx Xxxxxx, 0X
Xxx
Xxxx,
XX 00000
Attn.:
Xxxxxx Xxxxxxx
Tel:
000-000-0000
Fax:
000-000-0000
E-mail:
xxxxxxxx@xxxxxxxx.xxx
To
Gentium:
Rockefeller
Group Business Centers, Inc.
00
Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxx
Xxxx,
XX 00000
Attn.:
Xxxx X. Xxxxxxxxx
Tel:
000-000-0000
E-mail:
XXxxxxxxxx@xxxxxxx.xxx
With
a copy to (which shall not constitute notice):
Xxxxxxx
Xxxxxx & Green, P.C.
000
Xxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Attn.:
Xxxxxxxxxxx X. Xxxxx, Esq.
Tel:
000-000-0000
Fax:
000-000-0000
E-mail:
xxxxxx@xxxxxx.xxx
To
ThinkEquity:
ThinkEquity
Partners LLC
000
Xxxxxxxxxx Xxxxxx
Xxx
Xxxxxxxxx, XX 00000
Attn:
Xxx
Xxxxxxxx
Tel:
000-000-0000
Fax:
000-000-0000
xxxxxxxxx@xxxxxxxxxxx.xxx
[Escrow
Agreement by and among Bank of New York, Gentium and ThinkEquity]
2
| 4. |
Distribution
of Escrow Property Upon
Termination
|
If,
by
February 28, 2007, the Escrow Agent does not receive all of the Escrow Property
and all of the Escrow Funds, or does not receive the Disbursement Instruction
executed by Gentium and ThinkEquity, the Escrow Agent shall return the Escrow
Funds then held hereunder to the Investors as set forth on instructions to
be
provided by ThinkEquity and shall return the Escrow Property to the Depositary
for cancellation.
| 5. |
Compensation
|
|
(a)
|
As
agreed between the Escrow Agent and Gentium in the signed fee schedule
dated as of February 1, 2007.
|
|
(b)
|
Gentium
shall pay all activity charges as per Escrow Agent’s current fee
schedule.
|
|
(c)
|
Gentium
shall be responsible for and shall reimburse Escrow Agent upon demand
for
all expenses, disbursements and advances incurred or made by Escrow
Agent
in connection with this Agreement.
|
| 6. |
Consent
for Amendment or Waiver by
Depositors
|
Any
requirement under this Agreement for a consent to waiver or for amendment to
any
part of this Agreement may be satisfied by getting the written consent of each
party hereto.
II.
TERMS AND CONDITIONS:
|
1.
|
The
duties, responsibilities and obligations of Escrow Agent shall be
limited
to those expressly set forth herein and no duties, responsibilities
or
obligations shall be inferred or implied. Escrow Agent shall not
be
subject to, nor required to comply with, any other agreement between
or
among any or all of the Depositors or to which any Depositor is a
party,
even though reference thereto may be made herein, or to comply with
any
direction or instruction (other than those contained herein or delivered
in accordance with this Escrow Agreement) from any Depositor or any
entity
acting on its behalf. Escrow Agent shall not be required to, and
shall
not, expend or risk any of its own funds or otherwise incur any financial
liability in the performance of any of its duties
hereunder.
|
|
2.
|
This
Agreement is for the exclusive benefit of the parties hereto and
their
respective successors hereunder, and shall not be deemed to give,
either
express or implied, any legal or equitable right, remedy, or claim
to any
other entity or person whatsoever.
|
| 3. |
If
at any time Escrow Agent is served with any judicial or administrative
order, judgment, decree, writ or other form of judicial or administrative
process which in any way affects Escrow Property or Escrow Funds
(including but not limited to orders of attachment or garnishment
or other
forms of levies or injunctions or stays relating to the transfer
of Escrow
Property or Escrow Funds), Escrow Agent is authorized to comply therewith
in any manner as it or its legal counsel of its own choosing deems
appropriate; and if Escrow Agent complies with any such judicial
or
administrative order, judgment, decree, writ or other form of judicial
or
administrative process, Escrow Agent shall not be liable to any of
the
parties hereto or to any other person or entity even though such
order,
judgment, decree, writ or process may be subsequently modified or
vacated
or otherwise determined to have been without legal force or
effect.
|
3
|
4.
|
(a)
Escrow Agent shall not be liable for any action taken or omitted
or for
any loss or injury resulting from its actions or its performance
or lack
of performance of its duties hereunder in the absence of gross negligence
or willful misconduct on its part. In no event shall Escrow Agent
be
liable (i) for acting in accordance with or relying upon any instruction,
notice, demand, certificate or document from any Depositor or any
entity
acting on behalf of any Depositor, (ii) for any consequential, punitive
or
special damages, (iii) for the acts or omissions of its nominees,
correspondents, designees, subagents or subcustodians, or (iv) for
an
amount in excess of the value of the Escrow Property and Escrow Funds,
valued as of the date of deposit.
|
|
(b)
If any fees, expenses or costs incurred by, or any obligations owed
to,
Escrow Agent hereunder are not promptly paid when due, Escrow Agent
may
reimburse itself therefor from the Escrow Property and Escrow Funds
and
may sell, convey or otherwise dispose of any Escrow Property for
such
purpose.
|
|
(c)
As security for the due and punctual performance of any and all of
Depositors’ obligations to Escrow Agent hereunder, now or hereafter
arising, Depositors, individually and collectively, hereby pledge,
assign
and grant to Escrow Agent a continuing security interest in, and
a lien
on, the Escrow Property and Escrow Funds and all Distributions thereon
or
additions thereto (whether such additions are the result of deposits
by
Depositors or the investment of Escrow Property and Escrow Funds).
The
security interest of Escrow Agent shall at all times be valid, perfected
and enforceable by Escrow Agent against Depositors and all third
parties
in accordance with the terms of this Escrow
Agreement.
|
|
(d)
Escrow Agent may consult with legal counsel at the expense of the
Depositors as to any matter relating to this Escrow Agreement, and
Escrow
Agent shall not incur any liability in acting in good faith in accordance
with any advice from such counsel.
|
|
(e)
Escrow Agent shall not incur any liability for not performing any
act or
fulfilling any duty, obligation or responsibility hereunder by reason
of
any occurrence beyond the control of Escrow Agent (including but
not
limited to any act or provision of any present or future law or regulation
or governmental authority, any act of God or war, or the unavailability
of
the Federal Reserve Bank wire or telex or other wire or communication
facility).
|
|
5.
|
Unless
otherwise specifically set forth herein, Escrow Agent shall proceed
as
soon as practicable to collect any checks or other collection items
at any
time deposited hereunder. All such collections shall be subject to
Escrow
Agent’s usual collection practices or terms regarding items received by
Escrow Agent for deposit or collection. Escrow Agent shall not be
required, or have any duty, to notify anyone of any payment or maturity
under the terms of any instrument deposited hereunder, nor to take
any
legal action to enforce payment of any check, note or security deposited
hereunder or to exercise any right or privilege which may be afforded
to
the holder of any such security.
|
4
|
6.
|
Escrow
Agent shall provide to Depositors monthly statements identifying
transactions, transfers or holdings of Escrow Property and each such
statement shall be deemed to be correct and final upon receipt thereof
by
the Depositors unless Escrow Agent is notified in writing to the
contrary
within thirty (30) business days of the date of such
statement.
|
|
7.
|
Escrow
Agent shall not be responsible in any respect for the form, execution,
validity, value or genuineness of documents or securities deposited
hereunder, or for any description therein, or for the identity, authority
or rights of persons executing or delivering or purporting to execute
or
deliver any such document, security or
endorsement.
|
|
8.
|
Notices,
instructions or other communications shall be in writing and shall
be
given to the address set forth in the “Addresses” provision herein (or to
such other address as may be substituted therefor by written notification
to Escrow Agent or Depositors). Notices to Escrow Agent shall be
deemed to
be given when actually received by Escrow Agent’s Insurance Trust and
Escrow Unit of the
Corporate Trust Division. Escrow Agent is authorized to comply with
and
rely upon any notices, instructions or other communications believed
by it
to have been sent or given by Depositors or by a person or persons
authorized by Depositors. Whenever under the terms hereof the time
for
giving a notice or performing an act falls upon a Saturday, Sunday,
or
banking holiday, such time shall be extended to the next day on which
Escrow Agent is open for business.
|
|
9.
|
Gentium
shall be liable for and shall reimburse and indemnify Escrow Agent
and
hold Escrow Agent harmless from and against any and all claims, losses,
liabilities, costs, damages or expenses (including reasonable attorneys’
fees and expenses) (collectively, “Losses”) arising from or in connection
with or related to this Escrow Agreement or being Escrow Agent hereunder
(including but not limited to Losses incurred by Escrow Agent in
connection with its successful defense, in whole or in part, of any
claim
of gross negligence or willful misconduct on its part), provided,
however,
that nothing contained herein shall require Escrow Agent to be indemnified
for Losses caused by its gross negligence or willful
misconduct.
|
|
10.
|
(a)
Depositors may remove Escrow Agent at any time by giving to Escrow
Agent
thirty (30) calendar days’ prior notice in writing signed by all
Depositors. Escrow Agent may resign at any time by giving ten (10)
calendar days’ prior written notice
thereof.
|
|
(b)
Within ten (10) calendar days after giving the foregoing notice of
removal
to Escrow Agent or receiving the foregoing notice of resignation
from
Escrow Agent, all Depositors shall jointly agree on and appoint a
successor Escrow Agent. If a successor Escrow Agent has not accepted
such
appointment by the end of such 10-day period, Escrow Agent may, in
its
sole discretion, deliver the Escrow Property to any of the Depositors
at
the address provided herein or may apply to a court of competent
jurisdiction for the appointment of a successor Escrow Agent or for
other
appropriate relief. The costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by Escrow Agent in connection with
such proceeding shall be paid by, and be deemed a joint and several
obligation of, the Depositors.
|
|
(c)
Upon receipt of the identity of the successor Escrow Agent, Escrow
Agent
shall either deliver the Escrow Property and Escrow Funds then held
hereunder to the successor Escrow Agent, less Escrow Agent’s fees, costs
and expenses or other obligations owed to Escrow Agent, or hold such
Escrow Property and Escrow Funds (or any portion thereof), pending
distribution, until all such fees, costs and expenses or other obligations
are paid.
|
[Escrow
Agreement by and among Bank of New York, Gentium and
ThinkEquity]
5
|
(d)
Upon delivery of the Escrow Property and Escrow Funds to successor
Escrow
Agent, Escrow Agent shall have no further duties, responsibilities
or
obligations hereunder.
|
|
11.
|
(a)
In the event of any ambiguity or uncertainty hereunder or in any
notice,
instruction or other communication received by Escrow Agent hereunder,
Escrow Agent may, in its sole discretion, refrain from taking any
action
other than to retain possession of the Escrow Property and Escrow
Funds,
unless Escrow Agent receives written instructions, signed by all
Depositors, which eliminates such ambiguity or
uncertainty.
|
|
(b)
In the event of any dispute between or conflicting claims by or among
the
Depositors and/or any other person or entity with respect to any
Escrow
Property or Escrow Funds, Escrow Agent shall be entitled, in its
sole
discretion, to refuse to comply with any and all claims, demands
or
instructions with respect to such Escrow Property or Escrow Funds
so long
as such dispute or conflict shall continue, and Escrow Agent shall
not be
or become liable in any way to the Depositors for failure or refusal
to
comply with such conflicting claims, demands or instructions. Escrow
Agent
shall be entitled to refuse to act until, in its sole discretion,
either
(i) such conflicting or adverse claims or demands shall have been
determined by a final order, judgment or decree of a court of competent
jurisdiction, which order, judgment or decree is not subject to appeal,
or
settled by agreement between the conflicting parties as evidenced
in a
writing satisfactory to Escrow Agent or (ii) Escrow Agent shall have
received security or an indemnity satisfactory to it sufficient to
hold it
harmless from and against any and all Losses which it may incur by
reason
of so acting. Escrow Agent may, in addition, elect, in its sole
discretion, to commence an interpleader action or seek other judicial
relief or orders as it may deem, in its sole discretion, necessary.
The
costs and expenses (including reasonable attorneys’ fees and expenses)
incurred in connection with such proceeding shall be paid by, and
shall be
deemed a joint and several obligation of, the
Depositors.
|
|
12.
|
This
Agreement shall be interpreted, construed, enforced and administered
in
accordance with the internal substantive laws (and not the choice
of law
rules) of the State of New York. Each of the Depositors hereby submits
to
the personal jurisdiction of and each agrees that all proceedings
relating
hereto shall be brought in courts located within the City and State
of New
York or elsewhere as Escrow Agent may select. Each of the Depositors
hereby waives the right to trial by jury and to assert counterclaims
in
any such proceedings. To the extent that in any jurisdiction any
Depositor
may be entitled to claim, for itself or its assets, immunity from
suit,
execution, attachment (whether before or after judgment) or other
legal
process, each hereby irrevocably agrees not to claim, and hereby
waives,
such immunity. Each Depositor waives personal service of process
and
consents to service of process by certified or registered mail, return
receipt requested, directed to it at the address last specified for
notices hereunder, and such service shall be deemed completed ten
(10)
calendar days after the same is so
mailed.
|
|
13.
|
Except
as otherwise permitted herein, this Escrow Agreement may be modified
only
by a written amendment signed by all the parties hereto, and no waiver
of
any provision hereof shall be effective unless expressed in a writing
signed by the party to be charged.
|
|
14.
|
The
rights and remedies conferred upon the parties hereto shall be cumulative,
and the exercise or waiver of any such right or remedy shall not
preclude
or inhibit the exercise of any additional rights or remedies. The
waiver
of any right or remedy hereunder shall not preclude the subsequent
exercise of such right or remedy.
|
[Escrow
Agreement by and among Bank of New York, Gentium and
ThinkEquity]
6
|
15.
|
Each
Depositor hereby represents and warrants (a) that this Escrow Agreement
has been duly authorized, executed and delivered on its behalf and
constitutes its legal, valid and binding obligation and (b) that
the
execution, delivery and performance of this Escrow Agreement by Depositor
do not and will not violate any applicable law or
regulation.
|
|
16.
|
The
invalidity, illegality or unenforceability of any provision of this
Agreement shall in no way affect the validity, legality or enforceability
of any other provision; and if any provision is held to be enforceable
as
a matter of law, the other provisions shall not be affected thereby
and
shall remain in full force and
effect.
|
|
17.
|
This
Agreement shall constitute the entire agreement of the parties with
respect to the subject matter and supersedes all prior oral or written
agreements in regard thereto.
|
|
18.
|
This
Agreement shall terminate upon the distribution of all Escrow Property
and
Escrow Funds from the Account. The provisions of these Terms and
Conditions shall survive termination of this Escrow Agreement and/or
the
resignation or removal of the Escrow
Agent.
|
|
19.
|
No
printed or other material in any language, including prospectuses,
notices, reports, and promotional material which mentions “The Bank of New
York” by name or the rights, powers, or duties of the Escrow Agent under
this Agreement shall be issued by any other parties hereto, or on
such
party’s behalf, without the prior written consent of Escrow
Agent.
|
|
20.
|
The
headings contained in this Agreement are for convenience of reference
only
and shall have no effect on the interpretation or operation
hereof.
|
|
21.
|
This
Escrow Agreement may be executed by each of the parties hereto in
any
number of counterparts, each of which counterpart, when so executed
and
delivered, shall be deemed to be an original and all such counterparts
shall together constitute one and the same
agreement.
|
|
22.
|
The
Escrow Agent does not have any interest in the Escrowed Property
and
Escrow Funds deposited hereunder but is serving as escrow holder
only and
having only possession thereof. Gentium shall pay or reimburse the
Escrow
Agent upon request for any transfer taxes or other taxes relating
to the
Escrowed Property or Escrow Funds incurred in connection herewith
and
shall indemnify and hold harmless the Escrow Agent any amounts that
it is
obligated to pay in the way of such taxes. Any payments of income
from
this Escrow Account shall be subject to withholding regulations then
in
force with respect to United States taxes. The parties hereto will
provide
the Escrow Agent with appropriate W-9 forms for tax I.D., number
certifications, or W-8 forms for non-resident alien certifications.
It is
understood that the Escrow Agent shall be responsible for income
reporting
only with respect to income earned on investment of funds which are
a part
of the Escrowed Property and Escrow Funds and is not responsible
for any
other reporting. This paragraph and paragraph (9) shall survive
notwithstanding any termination of this Escrow Agreement or the
resignation of the Escrow Agent.
|
[Escrow
Agreement by and among Bank of New York, Gentium and ThinkEquity]
7
IN
WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to be
executed by a duly authorized officer as of the day and year first written
above.
|
THE
BANK OF NEW YORK, as Escrow Agent
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name:
Xxxxxx Xxxxxxx
|
||
|
Title:
Assistant Vice President
|
||
| |
|
|
| By: | /s/ Xxxxx Xxxx Xxxxx, M.D. | |
|
Name:
Xxxxx Xxxx Xxxxx, M.D.
|
||
|
Title:
President and Chief Executive
Officer
|
||
|
THINKEQUITY
PARTNERS LLC
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxxx, Xx. | |
|
Name:
Xxxxx X. Xxxxxx, Xx.
|
||
|
Title:
Partner
|
||
Exhibit
A
ESCROW
RECEIPT
February
9, 0000
Xxxxxxx
S.p.A.
Rockefeller
Group Business Centers, Inc.
00
Xxxxxxxxxxx Xxxxx, Xxxxx 0000
Xxx
Xxxx,
XX 00000
Attn.:
Xxxx X. Xxxxxxxxx
ThinkEquity
Partners, L.L.C.
000
Xxxxxxxxxx Xxxxxx
Xxx
Xxxxxxxxx, XX 00000
Attn:
Xxx
Xxxxxxxx
| Re: |
Gentium
S.p.A. Escrow Agreement
|
Dear
Ladies and Gentium:
The
Bank
of New York, as escrow agent pursuant to the Escrow Agreement dated February
6,
2007 among The Bank of New York, Gentium S.p.A. and ThinkEquity Partners,
L.L.C., hereby confirms that it has received (a) all of the Escrow Property,
as
defined in the Escrow Agreement and (b) all of the Escrow Funds, as defined
in
the Escrow Agreement.
|
Sincerely,
|
||
|
THE
BANK OF NEW YORK
|
||
| |
|
|
| By: | ||
|
Name:
Xxxxxx Xxxxxxx
|
||
|
Title:
Assistant Vice President
|
||
Exhibit
B
DISTRIBUTION
INSTRUCTIONS
February
9, 0000
Xxx
Xxxx
xx Xxx Xxxx
Global
Finance Americas
Corporate
Trust Division
000
Xxxxxxx Xxxxxx, 0X
Xxx
Xxxx,
Xxx Xxxx 00000
Attn.:
Xxxxxx Xxxxxxx
| Re: |
Gentium
S.p.A. Escrow Agreement
|
Dear
Ladies and Gentlemen:
We
are
writing with respect to the Escrow Agreement dated February 6, 2007 among The
Bank of New York, as escrow agent, Gentium S.p.A. and ThinkEquity Partners
LLC.
You are hereby authorized to distribute the Escrow Property and the Escrow
Funds
(in each case as defined in the Escrow Agreement) as set forth in the attached
Schedules 1 and 2, respectively.
|
Sincerely,
|
||
| |
|
|
| By: | ||
|
Name:
Xxxxx Xxxx Xxxxx, M.D.
|
||
|
Title:
President and Chief Executive
Officer
|
||
|
THINKEQUITY
PARTNERS LLC
|
||
| |
|
|
| By: | ||
|
Name:
Xxxxx X. Xxxxxx, Xx.
|
||
|
Title:
Partner
|
||
Attachments
SCHEDULE
1
DISTRIBUTION
OF ESCROW PROPERTY
|
Purchaser
|
Address
|
Shares
|
|||||
|
Alexandra
Global Master Fund Ltd.
|
c/o
Law Offices of Xxxxx X. Xxxxx
Penthouse
Suite
00
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
Dov Gal, Esq.
|
190,000
|
|||||
|
Atlas
Master Fund, LTD
|
000
X. 00xx
Xxxxxx, 00xx
Xxx.
Xxx
Xxxx, XX 00000
Attention:
Xxxx Xxxxxxxx
|
5,873
|
|||||
|
Caxton
Advantage Life Sciences Fund, L.P.
|
c/o
Caxton Associates, L.L.C.
000
Xxxxxxxxx Xxxx, Xxxxxxxx 0
Xxxxxxxxx,
XX 00000
Attention:
Xxxx Xxxxxxx
|
170,000
|
|||||
|
Caxton
International Limited
|
c/o
Caxton Associates, L.L.C.
000
Xxxxxxxxx Xxxx, Xxxxxxxx 0
Xxxxxxxxx,
XX 00000
Attention:
Xxxx Xxxxxxx
|
71,000
|
|||||
|
Chaumiere
- Consultadoria & Servicos SDC Unipessoal LdA
|
Société
Européenne de Banque S.A.
00-00,
Xx xx Xxxxxx Xxxxx
X-0000
Xxxxxxxxxx (Xxxxxxxxxx)
Attention:
Xxxxxxx Xxxxxx xx Xxxxxx Xxxxx
|
87,667
|
|||||
|
Credit
Suisse Securities (USA) LLC
|
DTC
(NY) Window
DTC
Part #000
00
Xxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx Xxxxxx (000) 000-0000
|
50,000
|
|||||
|
DAFNA
LifeScience Ltd.
|
c/o
DAFNA Capital Management, LLC
00000
Xxxxxxxx Xxxx., Xxxxx 0000
Xxx
Xxxxxxx, XX 00000
Attention:
Xxxxxx Xxxxxxx, MD, CFA
|
23,360
|
|||||
|
DAFNA
LifeScience Market Neutral Ltd.
|
c/o
DAFNA Capital Management, LLC
00000
Xxxxxxxx Xxxx., Xxxxx 0000
Xxx
Xxxxxxx, XX 00000
Attention:
Xxxxxx Xxxxxxx, MD, CFA
|
26,480
|
|||||
|
DAFNA
LifeScience Select Ltd.
|
c/o
DAFNA Capital Management, LLC
00000
Xxxxxxxx Xxxx., Xxxxx 0000
Xxx
Xxxxxxx, XX 00000
Attention:
Xxxxxx Xxxxxxx, MD, CFA
|
70,160
|
|||||
|
Defiante
Farmaceutica LdA
|
Société
Européenne de Banque S.A.
00-00,
Xx xx Xxxxxx Xxxxx
X-0000
Xxxxxxxxxx (Xxxxxxxxxx)
Attention:
Xxxxx Xxxxxx
|
87,666
|
|||||
|
GLG
North American Opportunity Fund
|
c/o
GLG Partners, LP
Xxx
Xxxxxx Xxxxxx
Xxxxxx
X0X 0XX
XXXXXX
XXXXXXX
Attention:
Xx. Xxx X’Xxxxxxxx
|
170,000
|
|||||
|
Inverlochy
Consultadoria & Servicos LdA
|
Société
Européenne de Banque S.A.
00-00,
Xx xx Xxxxxx Xxxxx
X-0000
Xxxxxxxxxx (Xxxxxxxxxx)
Attention:
Xxxxxxx Xxxxxx xx Xxxxxx Xxxxx
|
87,667
|
|||||
|
X.X.
Xxxxxx Securities Inc.
|
000
Xxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attention:
Xxxx Xxx
|
30,000
|
|||||
|
Millennium
Partners, L.P.
|
000
Xxxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx X. Xxxxxx, Esq.
|
200,000
|
|||||
|
Xxxxxx
Xxxxxxx & Co. Incorporated
|
c/o
Xxxx Xxxxxx
000
Xxxxx Xxxx Xxxxxx
Xxxxxxxxx,
XX 00000
|
200,000
|
|||||
|
SMALLCAP
World Fund, Inc.
|
c/o
Capital Research and Management Company
000
Xxxxx Xxxx Xxxxxx
Xxx
Xxxxxxx, XX 00000
Attention:
Xxxxxxx X. Xxxxxx
|
300,000
|
|||||
|
Symphonia
Sicav comparto Italia Flessibile
|
X.XX
Xxxxxxxxx, 0
00000
Xxxxxx
XXXXX
Attention
: Xxxxx Xxxxxxxxxx
|
70,000
|
|||||
|
Symphonia
Sicav comparto Italia small cap
|
X.XX
Xxxxxxxxx, 0
00000
Xxxxxx
XXXXX
Attention
: Xxxxx Xxxxxxxxxx
|
70,000
|
|||||
|
UBS
X’Xxxxxx LLC
fbo
X’Xxxxxx PIPES Corporate Strategies Master Limited
|
Xxx
Xxxxx Xxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attention
:Xxxx Xxxxxxxx
|
125,000
|
|||||
|
Visium
Balanced Fund, XX
|
Xxxxxx
Xxxxxxx & Co., Incorporated
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx
Xxx.
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx Knee (& Xxxxx Xxxxxx)
|
|
21,318
|
||||
|
Visium
Balanced Offshore Fund, LTD
|
Xxxxxx
Xxxxxxx & Co., Incorporated
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx
Xxx.
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx Knee (& Xxxxx Xxxxxx)
|
|
36,850
|
||||
|
Visium
Long Bias Fund, XX
|
Xxxxxx
Xxxxxxx & Co., Incorporated
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx
Xxx.
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx Knee (& Xxxxx Xxxxxx)
|
|
9,602
|
||||
|
Visium
Long Bias Offshore Fund, LTD
|
Xxxxxx
Xxxxxxx & Co., Incorporated
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx
Xxx.
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx Knee (& Xxxxx Xxxxxx)
|
|
26,357
|
||||
|
Windmill
Master Fund, L.P.
|
c/o
Duquesne Capital Management, LLC
0000
Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxx Xxxxxxx
|
225,000
|
|||||
|
Total:
|
|
2,354,000
|
SCHEDULE
2
DISTRIBUTION
OF ESCROW FUNDS
(To
be
kept on file at Gentium.)
