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”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • October 24th, 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”).
AMERICAN DEPOSITARY SHARES PURCHASE WARRANT To Purchase 212,766 American Depositary Shares, each representing one share of Common Stock of GENTIUM S.p.A.American Depositary Shares Purchase Warrant • October 24th, 2005 • Gentium S.p.A. • Pharmaceutical preparations
THIS AMERICAN DEPOSITARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Biomedical Value Fund, LP (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 April 30, 2005 (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 212,766 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 o
