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”).
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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2006 • Gentium S.p.A. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 6, 2006, among Gentium S.p.A., an Italian joint stock company (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
