AMERICAN DEPOSITARY SHARES PURCHASE WARRANT To Purchase __________ American Depositary Shares, each representing one share of Common Stock of GENTIUM S.p.A.Gentium S.p.A. • December 30th, 2005 • 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
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”).
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”).
ContractEscrow Agreement • December 30th, 2005 • Gentium S.p.A. • Pharmaceutical preparations • New York
One or more short-term market instruments including but not limited to marketable obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, bank instruments or corporate debt securities rated AA or higher by S&P that are issued by U.S. or foreign companies , invested in any one or more of the aforementioned types of instruments.
