**BYLAWS**




**NAME
      - PURPOSE - REGISTERED OFFICE - DURATION**





**Art.
      1**




A
      joint-stock Company is incorporated under the name of **“Gentium
      S.p.A.”**




**Art.
      2**




The
      company has as its purpose the manufacture, also on behalf of third parties
      or
      on the premises of third parties, and the marketing both in Italy and abroad
      of:




·
            pharmaceutical
                preparations, pharmaceutical products, raw materials for pharmaceutical
                and parapharmaceutical use, semi-finished products for pharmaceutical
                and
                parapharmaceutical use and in general all and any products sold by
                pharmacies or for hospital use, excluding in all cases the retail
                in Italy
                of pharmaceutical preparations and
                products;




·
            medical
                articles and clinical apparatuses in
                general;




·
            organic
                and inorganic products with possible use in agrotechnical and/or
                zootechnical fields.




·
            The
                company may also:




·
            prepare
                and organise for its account or on behalf of third parties the
                documentation required for obtaining Authorisations for marketing
                pharmaceutical products in compliance with the regulations in force
                in the
                countries of destination and be the holders of such
                authorisations;




·
            with
                reference to each product contemplated by its corporate purpose,
                the
                company may grant and/or transfer licences to national and foreign
                enterprises or corporate bodies or acquire licences for itself or
                for
                third parties;




·
            with
                reference to each product contemplated by its corporate purpose,
                the
                company may carry out research programmes in general and more in
                particular technological, chemical, pharmacotoxicological and clinical
                research programmes in the hospital and pharmaceutical
                field.




With
      the
      objective of achieving the aforementioned purpose, the company may carry out
      all
      and any commercial transactions, including the creation of a scientific and
      commercial structure capable of promoting pharmaceutical products in accordance
      with the regulations in force; it may also carry out all and any financial,
      movable property and real estate transactions, including the acquisition or
      transfer of intangible goods, that may be deemed necessary or useful in relation
      to the corporate purpose; it may assume shareholdings and participations in
      other companies or enterprises having a purpose similar or related or in any
      way
      connected with its own; it may stand surety for debentures of third parties,
      and
      in general stand surety with bank institutes, also at medium term, for
      debentures of third parties, who may not necessarily be shareholders, in the
      forms that the company deems most appropriate each time, such as endorsements,
      sureties, collateral security on mortgages, pledges and the like.







Reserved
      professional activities and the carrying out of any activities towards the
      public qualified by law as financial are however excluded.




**Art.
      3**




The
      company has its registered office in the Municipality of Villa Guardia, in
      the
      outlying ward of Civello.




The
      Board
      of Directors is vested with the power to open and/or close secondary divisions,
      branch offices, administrative offices, subsidiary offices, representative
      offices, agencies, warehouses and all and any other units of activity both
      in
      Italy and abroad whenever it deems necessary for achieving the corporate
      purpose.




The
      faculty to transfer the registered office within the Italian territory also
      lies
      within the competence of the Board of Directors.




**Art.
      4**




The
      shareholders’ domicile for all matters concerning their relations with the
      company is to all intents and purposes of law the domicile resulting from the
      Stock Ledger.




**Art.
      5**




The
      duration of the company is established until 31 st (thirty-first) of December, 2050 (two thousand and fifty).




**CAPITAL
      AND SHARES**




**Art.
      6**




The
      company’s capital amounts to Euro 5,000,000 (five million).




The
      capital is divided into 5,000,000 (five million) shares, all with a face value
      of one Euro each.




By
      resolution of the shareholders’ meeting dated 30 th September, 2004, the company’s capital was increased:




·
            by
                a maximum of Euro 1,335,000 (one million three hundred and thirty-five
                thousand), represented by a maximum of 1,335,000 shares with a face
                value
                of one Euro each, reserved exclusively for conversion of the convertible
                debentures the issue of which was disposed by resolution of the same
                shareholders’ meeting;




·
            by
                a maximum of Euro 881,100 (eight hundred and eighty-one thousand
                one
                hundred) represented by a maximum of 881,100 shares with a face value
                of
                one Euro each, reserved exclusively for exercising the Warrants related
                to
                the aforementioned convertible
                debentures;




all
      within the terms, procedures and conditions referred to in the aforementioned
      resolutions passed on 30th September, 2004.




The
      aforesaid increases remain in force until the expiry of the terms established
      for exercising the right of conversion and of subscription; during the period
      of
      convertibility, in addition to those contemplated by the relevant Regulations,
      the provisions referred to in paragraphs 4 and 5 of art. 2420 bis and referred
      to in art. 2503 bis of the Italian Civil Code must be complied with.







By
      resolution of the shareholders’ meeting dated 30 th September, 2004, the company’s capital was increased, against payment and
      divisibly, by a maximum face value of Euro 4,554,000 (four million five hundred
      and fifty-four thousand) by the issue, also if necessary in one or more
      tranches, of a maximum of 4,554,000 (four million five hundred and fifty-four
      thousand) ordinary dividend-bearing shares with a face value of one Euro each,
      to be subscribed by 30 th September, 2009 within the terms and according to the procedures indicated
      in
      the aforesaid resolution.




By
      resolution of the shareholders’ meeting of 30 th September, 2004, the company’s capital was increased, against payment and
      divisibly, by a maximum face value of Euro 1,560,000 (one million five hundred
      and sixty thousand) by the issue, also if necessary in one or more tranches,
      of
      a maximum of 1,560,000 ordinary dividend-bearing shares with a face value of
      one
      Euro each, to be subscribed by 30 th September, 2009 destined for the employees, directors and operating consultants
      of the company, and of companies which control or are controlled by the latter,
      within the terms and according to the procedures indicated in the aforesaid
      resolution.




By
      means
      of a resolution of the shareholders’ meeting dated November 29, 2005, the
      capital was increased, with the exclusion of the option right pursuant to
      article 2441, fifth paragraph, of the Italian civil code, up to an amount equal
      to Euro 713,518 (seven hundred and thirteen thousand five hundred and eighteen)
      divided into 713,518 shares having par value of Euro 1 (one) each, reserved
      to
      the exercise of the rights arising from the authorized warrants, on the terms
      and conditions provided in the resolution of the shareholders’ meeting dated
      November 29, 2005 and the regulations attached thereto.




The
      directors shall have the power, pursuant to articles 2443 and 2420-ter of the
      Italian Civil Code - for a five-year term starting from the date of the
      resolution of the extraordinary shareholders’ meeting dated April 28, 2006 -
      to:




(i)
            increase
                the capital of the Company in cash up to Euro90
                millionof
                par value,
                in one or more transactions, and to reserve all or part of such amount
                to
                the exercise of warrants issued by means of the same resolution of
                the
                Board of Directors providing for the relevant capital
                increase;




(ii)
            issue
                convertible bonds, even subordinated, where appropriate and/or in
                the
                interest of the Company, and increase the capital of the Company,
                in one
                or more transactions, up to Euro 10 million of par value, through
                the
                issuance ofordinaryshares reservedfortheconversionof
                such convertible bonds,
                it being understood that such convertible bonds may be reserved,
                in whole
                or in part, to the exercise of warrants issued by means of the same
                resolution of the Board of Directors providing for issuance of the
                convertible bonds;




(iii)
            in
                each case, exclude or limit the option right of the shareholders
                if the
                Board of Directors determines that exclusion or limitation to be
                in the
                interest of the Company.




In
      particula r,
      the
      Board may limit or  exclude
      the option right of the shareholders, pursuant to article 2441, fourth and
      fifth
      paragraph, of the Italian Civil Code , for such
      reasons as the Board determines to be in
      the interest of the Company, including but
      not
      limited to reserving the capital increase to (i) strategic investors, such
      as
      biotechnology companies, pharmaceutical companies, healthcare companies,
      investment funds and private equity funds specializing in the biotechnology,
      pharmaceutical and/or healthcare industries ,
      and
      other entities or individuals having a portfolio that includes stakes in
      biotechnology, pharmaceutical or healthcare companies and /or (ii)
      entities or individuals that are  accredited
      investors or qualified institutional buyers under U.S. la w (collectively,
      the “ Strategic
      Investors ”).
      The
      option right, in case of issuance of convertible bonds and/or warrants, may
      be
      excluded and/or limited in the event such financial instruments are granted
      to
      Strategic Investors and/or current owners of convertible bonds and/or warrants
      of the Company.







**Art.
      7**




The
      company’s capital may also be increased against allotments in kind or credits
      and by the issue of privileged shares or shares having different
      rights.




The
      payments of the shares are effected by the shareholders, according to the law,
      in accordance with the procedures and terms established by the Board of
      Directors.




**Art.
      8**




The
      shares are registered and, if fully paid up, can be converted to the bearer
      or
      vice versa, whenever not prevented by prohibitions of law.




The
      shares are dematerialised and introduced into the centralised management system
      in accordance with the provisions of law on the subject.




**Art.
      9**




The
      shareholders’ meeting may approve the reduction of the company’s capital in the
      forms contemplated by law.




**GENERAL
      SHAREHOLDERS’ MEETING**




**Art.
      10**




The
      shareholders’ meeting is convened at the registered office or elsewhere,
      provided it is in Italy, in other countries of the European Union or in the
      United States of America.




The
      meeting for approval of the company’s balance sheet must be called within one
      hundred and twenty days from the close of the financial year or, within the
      limits and under the conditions contemplated by law, by the deadline of one
      hundred and eighty days from the close of the financial year.




**Art.
      11**




Each
      share gives the right to one vote.




**Art.
      12**




The
      notice of meeting must contain a list of the items to be dealt with, an
      indication of the day, hour and place established for the meeting at first
      and
      second call, and an indication of the day, hour and place established, if
      necessary, for any subsequent calls.




The
      aforesaid notice must be published in the Official Gazette or in the daily
      newspaper “Il Sole 24 Ore”, at the discretion of the administrative body, at
      least fifteen days prior to the date established for the meeting; the notice
      must also be dispatched to the shareholders in writing at least ten days prior
      to the meeting.




Failing
      the above-mentioned formalities, the shareholders’ meeting is deemed to be duly
      constituted when the entire registered capital is represented, when all the
      others having the right to vote are present and the meeting is attended by
      the
      majority of the members of the boards of administration and
      control.







**Art.
      13**




In
      order
      to take part in the meeting, prior lodging of the securities or the relevant
      certificates or the communications of the broker who keeps the relevant accounts
      is not necessary.


**Art.
      14**




The
      ordinary and/or extraordinary shareholders’ meeting may be held, with
      attendances located in several adjacent or distant places, by audioconference
      or
      videoconference, on condition that the board method and the principles of good
      faith and equality of treatment of the shareholders are complied with; it is
      consequently necessary that:




*
            the
                Chairman of the meeting is allowed, also by means of his board of
                directors, to ascertain the identity and legitimisation of those
                taking
                part, by distributing to the latter any documentation that may have
                been
                drawn up in preparation for the meeting, by fax or by electronic
                mail, and
                to supervise the proceedings of the meeting, ascertain and announce
                the
                results of the voting;




*
            the
                person recording the proceedings is allowed to be sufficiently aware
                of
                the events taking place during the meeting forming the subject of
                the
                recording;




*
            the
                persons attending are allowed to take part in the discussion and
                simultaneous voting on the items on the
                agenda;




*
            an
                indication is given in the notice of meeting (except in the case
                of a
                general meeting) of the places audio/video linked by the company,
                where
                those taking part may gather, since the meeting is deemed to be held
                wherever the chairman and the person recording the proceedings are
                present.




**Art.
      15**




Each
      shareholder who is entitled to take part in the meeting may be represented
      by
      written proxy by another person within the limits and in accordance with the
      procedures contemplated by art. 2372 of the Italian Civil Code.


**Art.
      16**




The
      shareholders’ meeting is chaired by the chairman of the board of directors or by
      the vice chairman or by a director appointed by the board of directors; failing
      this, the meeting appoints its own chairman.





The
      chairman of the meeting has full powers to ascertain the right to take part
      in
      the meeting also by proxy and to ascertain whether the meeting is legally
      constituted, and the quorum to pass resolutions.


**Art.
      17**




The
      meetings, both ordinary and extraordinary, are validly constituted and pass
      valid resolutions with the majorities established by law.







**Art.
      18**




The
      chairman of the meeting is assisted by a secretary who may not necessarily
      be a
      shareholder and, wherever necessary, by two scrutineers chosen by the meeting
      from among the shareholders.




The
      resolutions passed by the meeting are recorded in minutes signed by the
      chairman, the secretary and, wherever necessary, by the
      scrutineers.




Whenever
      the law so requires and whenever the board of directors deems necessary, the
      minutes are drawn up by a notary public.




**BOARD
      OF DIRECTORS**




**Art.
      19**




The
      company is administered by a board of directors composed of a minimum of three
      to a maximum of eleven members, according to the resolution passed by the
      meeting at the time of their appointment.




**Art.
      20**




The
      directors are appointed by the meeting.




They
      remain in office for a period of not more than one financial year.




The
      directors can be re-elected, fall from office and are replaced in accordance
      with the law.




**Art.
      21**




Whenever,
      due to resignations or for other reasons the majority of the directors fall
      from
      office, the entire board is deemed to have fallen from office; the meeting
      for
      the appointment of all the directors must be urgently called by the board of
      auditors, which may in the meantime carry out the actions of ordinary
      administration.




**Art.
      22**




The
      board
      elects the chairman from among its members; it may also elect a vice chairman
      and a secretary, also on a permanent basis, who may not necessarily be a member
      of the board.




**Art.
      23**




The
      board
      of directors meets either at the registered office or elsewhere provided it
      is
      in Italy, in other countries belonging to the European Union, or in the United
      States of America whenever the chairman deems necessary or whenever a written
      request to do so is made by at least two of its members.




**Art.
      24**




The
      meeting is convened by the chairman by letter to be dispatched at least eight
      days before the meeting to each director and statutory auditor and, in cases
      of
      urgency, by telegram, electronic mail message with confirmation of receipt,
      or
      by fax to be dispatched at least two days beforehand.







Even
      whenever they are not convened as above, the meetings of the board of directors
      are deemed to be validly constituted whenever all the directors in office and
      all the statutory auditors are present.




The
      meetings of the board of directors may also be held by video or audio conference
      on condition that each of the participants can be identified by all the others
      and that each of the participants is able to take part in real time during
      the
      discussion of the matters examined, and to receive, transmit and examine
      documents. Whenever these conditions exist, the meeting is deemed to be held
      wherever the chairman and the secretary are present.




**Art.
      25**




To
      be
      deemed valid, the resolutions passed by the board require the effective presence
      of the majority of its members in office.




The
      resolutions are passed with the absolute majority of the votes of those
      present.




The
      board
      resolutions must be recorded in minutes signed by the chairman and the secretary
      of the meeting.




**Art.
      26**




The
      directors are entitled to reimbursement of any expenses incurred while carrying
      out their official duties.




The
      meeting may also assign the board an annual allowance.




**Art.
      27**




The
      board
      of directors is vested with the widest powers for the ordinary and extraordinary
      management of the company, without exception thereto, and is authorised to
      carry
      out all and any actions it deems appropriate for the implementation and
      attainment of the corporate purposes, with the sole exception of those
      peremptorily reserved by the law for the shareholders’ meeting.




In
      addition to that contemplated by the preceding art. 3, the board of directors
      is
      vested, not exclusively, with the authority to pass resolutions concerning
      the
      merger in the case contemplated by arts. 2505 - 2500 bis of the Italian Civil
      Code, to indicate which of the directors has the power of attorney of the
      company, to reduce the capital in the event of withdrawal of the shareholder,
      to
      adapt the articles of incorporation to provisions of law.




**SIGNATURE
      AND POWER OF ATTORNEY**




**Art.
      28**




The
      chairman of the board of directors is granted the power to represent the
      company.




The
      chairman of the board also represents the company before the court, with the
      power to start legal and administrative proceedings and petitions for all levels
      of jurisdiction and also for decisions of revocation and cassation and to
      appoint for such purpose lawyers and attorneys ad litem.




**Art.
      29**




The
      board
      may appoint one or more managing directors or an executive committee from among
      its members or grant special assignments to individual directors, also with
      the
      faculty to delegate powers, establishing their remunerations in accordance
      with
      and within the limits of law.







The
      power
      to represent the company may also be granted to the managing directors by the
      relevant resolution of appointment, which must contemplate the separate or
      joint
      exercise of such power and any limitations to the latter.




The
      board
      may also appoint managers and general managers.




**BOARD
      OF AUDITORS**




**Art.
      30**




The
      board
      of auditors is composed of three statutory auditors one of whom appointed as
      chairman of the board and two acting auditors, appointed and operating in
      accordance with the law.




**AUDITING**




**Art.
      31**




The
      auditing is carried out by a chartered accountant or by an auditing company
      enrolled in the register set up at the Ministry of Justice, unless otherwise
      established by law. The auditing assignment is conferred by the shareholders’
meeting, after having consulted the board of auditors, which determines the
      relevant remuneration. Whenever the conditions of law so allow, the ordinary
      shareholders’ meeting may resolve at any time to assign the auditing to the
      board of auditors provided such resolution does not determine the revocation
      of
      the assignment granted to the subject who, at the time of the aforesaid
      resolution, is entrusted with the such task; in such circumstances, the board
      of
      auditors must be integrally composed of chartered accountants enrolled in the
      register set up at the Ministry of Justice.




**BALANCE
      SHEET AND PROFITS**




**Art.
      32**




The
      company’s financial years close at the 31 st of
      December of each year. At the end of each financial year, the board proceeds
      to
      draw up the balance sheet composed of the statement of assets and liabilities,
      the profit and loss account and the explanatory note.




**Art.
      33**




The
      net
      profits, after having deducted the amount of not less than five percent for
      the
      legal reserve, up to the legal limit, are allocated to the shares, unless the
      shareholders’ meeting, on the proposal of the board resolves to make special
      withdrawals in favour of extraordinary reserves or for other allocations, or
      resolves to carry them forward, either wholly or in part, to the subsequent
      financial years.




**Art.
      34**







Any
      dividends not collected within the five-year period from the day on which they
      become payable, are prescribed in favour of the company.




**WITHDRAWAL**




**Art.
      35**




The
      right
      of withdrawal does not apply in the cases contemplated by letters a) and b)
      of
      the second paragraph of art. 2437 of the Italian Civil Code.




**WINDING
      UP**




**Art.
      36**




In
      the
      event of the company being wound-up at any time and for any reason, the
      shareholders’ meeting appoints one or more liquidators and passes a resolution
      as to the criteria according to which the liquidation must be carried out,
      the
      powers of the liquidators and the actions necessary for maintaining the value
      of
      the company.










Signed: /s/
      Laura Iris Ferro


Laura
      Iris Ferro











Signed: /s/
      Massimo Caspani


Massimo
      Caspani


Notary
      Public