0001144204-07-005586 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2007 • Gentium S.p.A. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February ___, 2007, 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”).

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SECURITIES SUBSCRIPTION AGREEMENT
Securities 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”).

ESCROW AGREEMENT
Escrow Agreement • February 7th, 2007 • Gentium S.p.A. • Pharmaceutical preparations • New York

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”).

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