Unassociated Document


    SUBSTITUTE
      TAX P.D. N° 601, 29th
      SEPTEMBER 1973

    FINANCING
      CONTRACT N° 2405959

    


    “Banca
      Intesa Mediocredito S.p.A (the “Bank”), with registered offices in Milan, Via
      Cernaia 8/10 and there resident for tax purposes, corporate capital €
500,000,000.=, società unipersonale(one-man company), tax code and registration
      number in the Milan Corporate Register 13300400150, entered in the register
      of
      banks and belonging to the “Gruppo Intesa” entered in the register of banking
      groups, under the direction and co-ordination of the parent company Banca Intesa
      S.p.A., represented by Dr. Arnaldo Cesana, born in Carate Brianza (MI) on the
      17th
      August
      1953, executive, acting by virtue of the power of attorney conferred ad negozia
      by the Chairman of the Board of Directors on the 25th
      November
      2005;

    


    “GENTIUM
      S.p.A.” (the “Company”) with registered offices in Villa Guardia (CO), piazza XX
      Settembre 2, Fz. Civello, and there resident for tax purposes, corporate capital
      € 9,610,630.00, tax code and registration number in the Como Corporate Register
      02098100130, represented by Dr. Laura Iris Ferro, born in Milan (MI) on the
      3rd
      August
      1951 and Dr. Salvatore Calabrese born in Locri (RC) on the 4th
      January
      1970, acting respectively as Chairwoman of the Board of Directors and Chief
      Executive Officer authorized by resolution of the Board on the 27th
      February
      2006;

    


    agree
      and
      stipulate the following:

    


    The
      following paragraphs offer a summary of the most significant contractual and
      economic conditions of the contract, the details of which to be defined in
      full
      at a later date.

     

    FINANCING
      OF
€
      1,050,000.00 for financial requirements associated with the purchase of
      machinery, plant and equipment.

     

    ECONOMIC
      CONDITIONS OF FINANCING:

     

    CAPITAL
      REPAYMENT:
      at
      constant rates on a half-yearly basis starting on the 5th
      October
      2007 and ending on the 5th
      of April
      2011.

     

    PAYMENT
      OF INTEREST:
      quarterly deferred starting on the 5th
      July
      2006.

     

    INTEREST
      RATE:
      4.55%
      until the 5th
      July
      2006 (equivalent to the quarterly Euribor rate on the second Target Working
      Day
      prior to the stipulation of the contract, multiplied by the coefficient 365/360,
      increased by 1.70 points and, after mathematical rounding off to the third
      decimal, rounded up to the nearest 0.05). For each successive quarter, the
      interest rate will be the arithmetic mean, increased by 1.70 points and rounded
      up to the nearest 0.05, of the quarterly Euribor rate determined over the days
      of the month prior to the start of the applicable quarter, multiplied by the
      coefficient 365/360 and mathematically rounded off to the third
      decimal.

    The
      Company may make use of public contributions pursuant to article 11 of the
      Italian decree/law n.516 of the 29th
      August
      1994, converted, with amendments, by law n. 598 of the 27th
      October
      1994, which may only be granted in the absence of unpaid and expired debts
      associated with the financing contract and in the absence of conditions that
      would determine the revocation or discontinuance of said
      contributions.

     

    ARREARS
      INTEREST RATE:
      variable rate, obtained by increasing, by 50% rounded down to the nearest 0.05,
      the effective global mean interest rate, as determined and published pursuant
      to
      law 108/1996 related to the category of operations qualified as “variable
      interest mortgages with tangible surety”. In the event of publication of mean
      arrears interest rates pursuant to the same law, these rates shall be
      applied.

     

    INTEREST
      CALCULATION METHOD:
      interest is calculated including the day on which the amounts disbursed are
      debited at the Bank and the day of expiry of each interest period.

    Interest
      is calculated on the basis of the civil year.

     

    FLAT
      RATE FOR CONTRACTUAL PROCEEDINGS:
€
      650.00

     

    CONTRACT
      STIPULATION FEE:
€
      350.00.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FISCAL
      CHARGES: substitute
      tax in addition to any other fiscal charges connected with the
      contract.

     

    FEES
      FOR EACH PERIODIC COMMUNICATION SENT TO THE COMPANY AND ANY
      GUARANTORS:
      €25.00.

     

    FEES
      FOR EACH LETTER SOLICITING PAYMENT (with the exception of the first one): €
5.00

     

    COMMISSION
      ON ADVANCE REPAYMENT, EVEN IF PARTIAL:
      2% of
      the capital repaid in advance.

     

    COMMISSION
      IN CASE OF DEFAULT ON TERMS, RESCISSION OF CONTRACT OR INSOLVENCY
      PROCEEDINGS:
      2% of
      the remaining finance.

     

    SUMMARY
      COST INDICATOR:
      4.75%

     

    MAIN
      CONTRACTUAL CLAUSES GOVERNING THE FINANCING:

     

    DISBURSEMENT:
      Disbursement by the third bank working day following this date.

     

    REPAYMENT
      IN ADVANCE:
      the
      Company may repay the financing in advance whether totally or partially, upon
      giving at least 10 days notice.

     

    LATE
      PAYMENT:
      Interest on arrears, due immediately on any unpaid amount, shall accrue at
      the
      current rate in force as of the corresponding due date and, in the event of
      rescission, default on terms or bankruptcy proceeding against the Company,
      on
      the overall amount consequently due.

     

    MISCELLANEOUS
      COMMITMENTS:
      The
      Company must: give notice of any major events concerning it (such as mergers
      or
      splits, other changes to statue and/or articles, changes in ownership,
      withdrawal of partners, acquisitions of own shares), to its business (transfer
      or lease, winding-up of activities, the setting up of funds destined for a
      specific business activity), as well as of the debt deriving from this financing
      contract (such as the taking on thereof by third parties) and of the assets
      involved in the same (their transfer, sale or misappropriation, or the loss
      of
      possession or destruction thereof). It must also deliver the annual balance
      sheet, including any consolidated balance sheet of the group to which the
      Company belongs, waiver liability of the Bank connected with the aforementioned
      financing contract, provide all documentation pertinent to the financing
      contract, and apply collective agreements in its working relations with its
      employees. 

     

    SURETY:
      lien on
      stock.

     

    RESCISSION
      OF CONTRACT:
      in
      addition to the case of default on any of the obligations assumed by the
      Company, the Bank reserves the right to rescind the contract in the case of
      any
      events that could cast doubt as to the Company’s capacity to meet its
      obligations, or as to the validity of its surety or the sufficient
      thereof.

     

    Whereas:

     

    
      	 	
              -

            	
              the
                Company has requested financing from the Bank;

               

            


    

    
      	 	
              -

            	
              with
                regard to said financing, under the “Pachetti integrati di agevolazioni”
                (PIA) (Business
                incentives packages) through
                which the Lombardy Region intends to unify and simplify the procedure
                for
                accessing and granting facilitated regional funding, and specifically
                under the Research and Innovation PIA, application has also been
                made to
                obtain payment to the Company, by Finlombardia S.p.A (“Finlombardia”) as
                manager of public funds for the aforesaid Region, of the contributions
                pursuant to art. 11 of decree-law n° 516 of 29th
                August 1994, converted, with amendments, by law n° 598 of 27th
                October 1993 (“Contributions”);

               

            


    

    
      	 	
              -

            	
              the
                regional funding foreseen by the aforesaid PIA has not as yet been
                granted.

            


    

    


    THE
      PARTIES AGREE AND STIPULATE THE FOLLOWING

    


    Art.
      1

     

    
      	 	
              a)

            	
              The
                Bank grants the Company, which accepts, a loan of € 1,050,000.00 (one
                million and fifty thousand/00 Euro) to meet the financial requirements
                due
                to the realization of the following investments: purchase of machinery,
                plant and equipment

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              b)

            	
              Disbursement
                of said loan shall be by credit onto current account n° 7500116 at the
                Villa Guardia branch of Banca Intesa S.p.A. (ABI 03069 - CAB 51841)
                ordered by the third bank working day following this
                date.

            


    

    


    Art.
      2

     

    
      	 	
              a)

            	
              The
                Company undertakes to repay the loan as per the following repayment
                plan:

            


    

    
      	
              5th
                October 2007

            	 	
              €

            	
              131,250.00

            	 
	
              5th
                April 2008

            	 	
              €

            	
              131,250.00

            	 
	
              5th
                October 2008

            	 	
              €

            	
              131,250.00

            	 
	
              5th
                April 2009

            	 	
              €

            	
              131,250.00

            	 
	
              5th
                October 2009

            	 	
              €

            	
              131,250.00

            	 
	
              5th
                April 2010

            	 	
              €

            	
              131,250.00

            	 
	
              5th
                October 2010

            	 	
              €

            	
              131,250.00

            	 
	
              5th
                April 2011

            	 	
              €

            	
              131,250.00

            	 


    

    


    
      	 	
              b)

            	
              the
                interest on the amounts disbursed, calculated as of the date of the
                corresponding debt of the Bank account, shall be paid by the Company
                on
                the 5th
                January, 5th
                April, 5th
                July and 5th
                October of each year.

            


    

     

    If
      the
      disbursement is made to coincide with one of the above due dates or within
      the
      preceding fifteen day period, the interest will be paid as from the first
      successive due date.

     

    
      	 	
              c)

            	
              In
                the case in which the due date of a capital or interest installment
                does
                not fall on a Target Working Day (Target being the Trans-European
                Automated Real-Time Gross Express Transfer System), said date will
                be
                deferred to the next Target Working
                Day.

            


    

     

    The
      payment terms may not be altered in any other case, even if they fall on a
      non-bank working day.

     

    
      	 	
              d)

            	
              Interest
                will be calculated at a variable rate from the day after the due
                date of
                each interest installment.

            


    

     

    The
      annual interest rate up to the 5th
      July
      2006 is 4.55% [equal to the quarterly Euribor (Euro Interbank Offered Rate),
      determined by the EBF (European Banking Federation) and the FMA (Financial
      Markets Association), the second Target Working Day prior to stipulation of
      the
      contract, multiplied by the coefficient 365/360, increased by 1.70 points and,
      after mathematical rounding-off to the third decimal, rounded up to the nearest
      0.05]. For each subsequent interest period interest will be calculated at a
      rate
      equal to the arithmetic mean, increased by 1.70 points and rounded up to the
      nearest 0.05, of the daily information on the quarterly Euribor rate read over
      the days of the month prior to the start of the applicable quarter, multiplied
      by the coefficient 365/360 and mathematically rounded-off to the third
      decimal.

     

    The
      above
      indexation parameter, calculated on the basis of the solar month preceding
      this
      date, is equal to 2.722%.

     

    
      	 	
              e)

            	
              The
                Company takes note that the Bank will acknowledge it any Contributions
                obtained exclusively in the absence of unpaid and expired debts associated
                with the financing contract and in the absence of conditions that
                would
                determine the revocation of discontinuance of said contributions.
                The
                corresponding payments will be credited to the current account indicated
                in art. 1 with value date being that of the date of receipt of the
                Contributions by the Bank, it being hereby understood that all expenses
                the Bank may sustain in order to respect said value date shall be
                charged
                to the Company.

               

            


    

    
      	 	
              f)

            	
              If
                Finlombardia should for any reason demand return of the amounts disbursed
                as Contributions, the Company shall immediately make the corresponding
                sum
                available to the Bank, in addition of any other amount due to Finlombardia
                after discontinuance or revocation of the Contributions.

               

            


    

    
      	 	
              g)

            	
              The
                Company waivers any liability of the Bank if, for any reason, the
                corresponding Authorities should delay payment of the Contributions,
                or if
                the Contributions are not granted or are discontinued, revoked, not
                paid
                or not paid punctually.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              h)

            	
              The
                Summary Cost Indicator (SCI) that expresses, in an annual percentage
                of
                the credit granted, the total cost of the credit itself payable by
                the
                Company, also considering all charges and expenses indicated in the
                contract (excluding charges and expenses for ancillary services and
                any
                other costs), is equal to 4.75%.

               

            


    

    
      	 	
              i)

            	
              The
                company may repay the financing in advance, whether total or in part,
                provided that:

            


    

     

    -
      it
      gives at least 10 days written notice, even by telefax

     

    -
      the
      repayment coincides with a contractual due date;

     

    -
      it pays
      the interest accrued on the amount repaid

     

    In
      each
      case of repayment in advance the Company shall pay a commission equal to 2%
      (two
      percent) of the financing repaid in advance.

     

    
      	 	
              j)

            	
              In
                case of late payment of any amount due, interest on arrears shall
                immediately accrue, calculated on the basis of the civil year at
                a
                variable rate obtained by increasing, by 50% rounded down to the
                nearest
                0.05, the effective global mean interest rate, as determined and
                published
                pursuant to law 108/1996 related to the category of operations qualified
                as “variable interest mortgages with tangible surety” (the current value
                of this indexation parameter is equal to 4.16%). In the event of
                publication of mean arrears interest rates pursuant to the same law,
                these
                mean rates shall be applied.

            


    

     

    Any
      variation in the arrears interest rate shall become effective as of the date
      of
      the entry into force of the ministerial decrees through which said rates are
      published.

     

    Interest
      on arrears shall also accrue on the interest installments as of the
      corresponding due dates and up to the time of payment as well as, in the event
      of rescission of contract, default on terms or bankruptcy proceedings against
      the Company, on the overall capital amount due, the corresponding interest
      due,
      interest on arrears and accessory charges, as of the date on which any of the
      above situations arises.

     

    Interest
      on arrears may not be periodically capitalized.

     

    
      	 	
              k)

            	
              In
                the event that the Company has any debt due to the Bank, even if
                dependent
                on other contracts, the Bank shall determine the allocation of the
                payments.

            


    

     

    In
      case
      of partial repayment in advance of the financing, the amounts paid shall be
      allocated proportionally to all the due installments, if not in the event the
      Parties agree a different allocation.

     

    
      	 	
              l)

            	
              Payment
                shall be considered as settled as of the date on which the amounts
                paid
                become available to the bank.

            


    

    


    Art.
      3

     

    
      	 	
              a)

            	
              The
                Company shall give timely notice to the bank, by registered mail
                with
                notice of receipt and providing all pertinent documentation
                of:

            


    

     

    -
      any
      significant negation variation in its assets and financial situation, as well
      as
      any significant variation to its organization and ownership
      structure.

     

    If
      the
      Company is part of a group, the same information must be provided regarding
      the
      group itself;

     

    -
      any
      bankruptcy proceeding against the Company or any company of the group to which
      it belongs;

     

    -
      any
      resolution regarding the winding-up of the company, or resolution to merger
      or
      split to which it is party, or the setting-up of any specific funds destined
      for
      specific business;

     

    -
      any
      resolution or event that could give rise to the right to withdraw of any
      partner;

     

    -
      any
      resolution to reduce corporate capital;

     

    -
      any
      intention to purchase own shares;

     

    -
      any
      transfer of its activities or substantial modifications thereto, such as the
      finalization of any deed concerning the transfer of property or company fruition
      thereof, or branch of its business;

     

    -
      the
      finalization of any deed in effect by virtue of which a third party assumes,
      whether entirely or in part, the debt deriving from this financing contract.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              b)

            	
              The
                Company shall send the Bank, by the 31st
                July of each year:

            


    

     

    -
      a copy
      of its statutory financial statements, management and auditors reports and
      the
      minutes of the corresponding approvals signed by the legal representative,
      in
      addition to copy of the list of partners and other holders of rights to company
      shares, which must be filed in the Corporate Register pursuant to articles
      2478/b and/ 2435 of the Italian Civil Code;

     

    -
      copy of
      the consolidated financial statements of the group to which the Company belongs,
      the related management report and auditors report, as filed in the Corporate
      Register.

     

    In
      no
      case may the statutory balance sheet be presented in abbreviated
      form.

     

    
      	 	
              c)

            	
              The
                Company further undertakes:

            


    

     

    -
      to give
      timely notice to the Bank of any transfer, sale or misappropriation of assets
      involved with the financing contract, in addition to any event that has
      determined loss of possession or the destruction of the assets in
      question;

     

    -
      to
      permit any technical or administrative investigation and any kind of control,
      even if involving inspections and surveys, by persons authorized by the Lombardy
      Region or Finlombardia, as well as to provide all information or data that
      the
      Bank or Finlombardia may deem necessary;

     

    -
      to make
      available to the Bank and Finlombardia the documentation related to the
      realization of the investment program pursuant to art. 1 paragraph
      a);

     

    -
      to
      apply conditions no less than those defined by collective employment agreements
      for the category and zone to its employees.

     

    
      	 	
              d)

            	
              The
                Company declares to have read the notice containing the principle
                standards of transparency and the information sheets provided by
                the Bank
                pursuant to current regulations on the transparency of bank operations
                and
                services.

               

            


    

    
      	 	
              e)

            	
              The
                Bank undertakes to maintain the highest degree of confidentiality
                with
                regard to the information and data
                provided.

            


    

    


    Art.
      4

     

    The
      Bank
      reserves the right to rescind the financing contract if:

     

    
      	 	
              a)

            	
              the
                asset situation of the company or any personal guarantors becomes
                insufficient to assure punctual fulfillment of the obligations
                assumed;

            


    

    
      	 	
              b)

            	
              the
                Company does not respect the obligations assumed toward the Bank
                for
                matters other than this contract;

            


    

    
      	 	
              c)

            	
              the
                documentation presented or the communications made by the Company
                are
                found to be false;

            


    

    
      	 	
              d)

            	
              the
                Company is in default over the obligations pursuant to Art. 3, or
                in the
                case of the events foreseen in Art. 3, paragraph
                a);

            


    

    
      	 	
              e)

            	
              any
                obligations assumed by third parties in relation to the financing
                are not
                respected or the promises made by the same are not
                honored;

            


    

    
      	 	
              f)

            	
              the
                assets or rights constituting surety for the financing are either
                entirely
                or in part subject to
                expropriation;

            


    

    
      	 	
              g)

            	
              for
                any reason any surety stood becomes unavailable or cannot be upheld,
                or
                any events arise from which these effects may
                derive.

            


    

    In
      cases
      of rescission or default on terms, the Bank reserves the right to demand
      immediate repayment of capital, interest and accessory charges and to take
      action, without prior formalities, for the recovery thereof.

     

    In
      all
      cases of rescission default on terms or bankruptcy proceedings, a commission
      equal to 2% (two percent) of the remaining amount to be repaid shall be due
      to
      the Bank.

     

    Art.
      5

     

    The
      financing, deeds and related formalities are subject to taxation pursuant to
      Presidential Decree n° 601 of the 29th
      September 1973 (and subsequent amendments). The Company undertakes to pay the
      corresponding substitute tax that shall be withheld upon
      disbursement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      compliance with current regulations on the transparency of bank operations
      and
      services, the following amounts shall also be withheld: (i) the sum of € 650.00
      due by the Company for the procedures related to constituting the financing
      and
      (ii) the sum of € 350.00 due in relation to the stipulation of the financing
      contract.

     

    In
      the
      event that the Bank, for any reason, were not to be capable of making any
      disbursement, the aforesaid amounts must be paid immediately to the Bank upon
      simple written request.

     

    The
      following amounts are also at the expense of the Company: (i) the cost of each
      letter, except for the first, via which the Bank solicits payment of the
      installments due, equal to € 5.00, in addition to (ii) any future fiscal
      charge.

     

    Free
      of
      charge to the Company, the Bank undertakes to give notice of each variation
      in
      the interest rate and the due date of the next installment, it being understood
      that this shall give rise to no obligation on the part of the Bank, nor any
      liability thereof, in the event of failure to receive said notices, and shall
      not give any rights to the Company to demand maintenance of the service for
      the
      entire duration of the operation.

     

    With
      regard to the obligation of the Bank to provide the Company and its guarantors,
      on termination of the contract, and in any case annually, a communication that
      offers a complete and clear summary of the progress of the contract and an
      updated outline of the conditions applied, the Bank shall have the right to
      payment, by the Company and its guarantors together, of the sum of € 25.00 for
      each communication.

     

    Any
      revision of the conditions or terms foreseen by the contract, and any release,
      whether total or partial, of the assets and/or rights from the surety stood
      not
      consequent to extinction of the loan, just as the services connected with the
      loan (such as, for example, the issue of declarations with regard to auditing
      of
      the balance sheet or accounting operations), may only be carried out after
      the
      Company or requesting Party has paid the commissions and expenses that, pursuant
      to current regulations on the transparency of bank operations and services,
      shall be published at the time regarding ordinary rates, as due in such
      cases.

     

    All
      communications related to this contract must be made in writing. Communications
      to the Bank must be addressed to:

     

    Banca
      Intesa Mediocredito S.p.A.

    Via
      Cernaia 8/10

    20121
      MILANO (MI)

     

    Art.
      6

     

    With
      regard to the Company’s right to obtain, prior to the stipulation of the
      contract, a complete copy of the text of the contract suitable for stipulation,
      the Company declares to have received it, and that it conforms to the present
      document.

     

    Villa
      Guardia, 20th
      April
      2006

     

     

    
      	 BANCA
              INTESA MEDIOCREDITO S.P.A.	/s/
              Arnaldo Cesana	 


    

     

    
      	
              GENTIUM
                S.P.A.

            	
              /s/
                Laura Iris Ferro, President and Chief Executive Officer

            	 


    

    


    The
      Company declares to explicitly approve the clause under Art. 2, paragraph g)
      (waiver of liability) and paragraph j) (interest on arrears and capitalization
      consequent to default).

    


    
      	
              GENTIUM
                S.P.A.

            	
              /s/
                Laura Iris Ferro, President and Chief Executive Officer

            	 


    

    Villa
      Guardia, 20th
      April
      2006

    


    
      	
              GENTIUM
                S.P.A.

            	
              /s/
                Salvatore Calabrese, Vice President, Finance

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    Villa
      Guardia, 20th April 2006

     

    M/s.

    Intesa
      Mediocredito S.p.A.

    Via
      Cernaia 8/10 

    20121
      Milan MI (Italy)

     

    Financing
      Contract no. 2405959, executed on today’s date. 

     

    The
      undersigned "GENTIUM S.P.A." (hereinafter the "Company") with headquarters
      in
      Villa Guardia (CO), piazza XX Settembre 2, Fz. Civello and therein fiscally
      domiciled under internal revenue reg. no. 02098100130, hereby duly
      pledges in your favor, as
      security for the financing amount about to be disbursed in force of the above
      financing contract,
      each
      and every right as granted and arising by the bonds specified hereunder, having
      an overall nominal value amounting to€
      525,000.00 and comprised within the centralized management system controlled
      by
      Montetitoli S.p.A.
      Said
      rights
      are asserted by the undersigned through Banca Intesa S.p.A., Villa Guardia
      branch (hereinafter
      the "Broker") and are fully available to the undersigned, free of each and
      every
      prejudicial encumbrance. 

     

    The
      bonds
      pledged as security will gradually be redeemed from the binding ties in force
      of
      the deed herein so that the current value of the pledged items is equal to
      at
      least 50%
      of
      the residual debt capital,
      provided that no evident status of insolvency by the undersigned ever arises
      and
      anyway only provided that the undersigned has ensured you are in position to
      be
      safe and certain that all due installments, further to any other sum owed to
      your good selves, will be duly paid up accordingly.

     

    The
      above
      pledge is fully effective independently from any other prior existing security
      or any further security that might subsequently be lodged in your favor in
      the
      interests of the Company and is furthermore considered as security for all
      the
      amounts due to you,
      even in
      the event of cancellation or withdrawal of any payments that may be carried
      out
      by any party involved.

     

    The
      above
      pledge is furthermore extended to comprise the relative interest earnings that
      shall be redeemed only in the event that no
      evident status of insolvency by the undersigned ever arises and anyway only
      provided that the undersigned has ensured you are in position to be certain
      that
      all due installments, further to any other sum owed to your good selves, will
      be
      duly paid up accordingly.

     

    In
      the
      event that the value of pledged items, be it for any reason whatsoever,
      decreases to the extent that security in your favor, in your capacity as a
      secured creditor, is thus insufficient, you are hereby granted the right to
      the
      sale thereof, as per the terms and conditions as hereinafter specified.


     

    When
      security bonds have reached maturity and upon the sale of said securities in
      compliance with the previous subparagraph, the pledge will be thus transferred
      and lodged against either the amounts received therefore, or against any other
      type of financial instrument that,
      subject
      to prior agreement,
      the
      undersigned hereby grants you the faculty of purchasing or subscribing to with
      said amounts received, without prejudice to the fact that if said amounts are
      not comprised within a
      centralized management system,
      they
      shall be held in custody by the Broker,
      in
      compliance with article
      2786,
      second subparagraph of the Civil Code. The undersigned thus hereby assigns
      and
      grants you as the Broker with proxy to undersign, in his name and on his behalf,
      the engagement providing sufficient mention of the secured debt and of the
      new
      financial tools that the amounts received and available have been invested
      in.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    You
      are
      hereby provided with the faculty of selling the rights granted by the financial
      tools in question and of anyway recovering the value of the items pledged as
      security immediately and without having to comply with the provisions of article
      2797
      of
      the Civil Code, upon evident
      state of insolvency by the undersigned,
      or
      better, in the event that the Company fails or is simply overdue with
the
      exact
      fulfillment of even one of the obligations in force of any current
      agreement,
      once
      ten days have gone by subsequent to the date of notification of the request
      containing the subject of payment, sent by registered letter, without any
      further formality being required. The relative proceeds shall be used to cover
      any blank credit overdue .

     

    The
      management expenses related to the financial instruments in question further
      to
      any possible tax ratio as well as any further expense related to the enforcement
      of the guarantee herein or anyway connected or dependent thereto, shall all
      be
      charged to the undersigned.

     

    DESCRIPTION
      OF THE BONDS:

     

    Banca
      Intesa Bonds TV 10/5/04-11; code no. ISIN XS0191589695; issued on the
10/5/2004;
      expiring on the 10/5/2011; overall nominal value € 525,000.00.

     

    
      	 	 	 
	 	GENTIUM
              S.P.A.
	 
 	 
 	 
 
	 	By:  	/s/ Laura
              Iris Ferro
	 	
              
President
              and Chief Executive Officer
	 	 




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    Villa
      Guardia, 20th April, 2006

     

    File
      no.
      2405959

    M/s.

    BANCA
      INTESA S.P.A.

    VIA
      1°
MAGGIO 8

    I
      - 22079
      VILLA GUARDIA CO

     

    copy
      to: M/s.

    Intesa
      Mediocredito S.p.A. Via
      

    Cernaia
      8/10 

    I
      - 20121
      MILAN MI

     

    Financing
      Contract no. 2405959 issued by Intesa Mediocredito S.p.A. in favor of "GENTIUM
      S.P.A. "

     

    This
      is
      to notify you of the fact that we intend to duly
      pledge in favor of Intesa Mediocredito S.p.A.,
      as
      security for the above financing contract,
      each
      and every right as granted and arising by the bonds specified hereunder, having
      an overall nominal value amounting to€
      525,000.00 and comprised within the centralized management system controlled
      by
      Montetitoli S.p.A.. 

     

    We
      therefore ask you kindly to open a specific account as appropriate for the
      recording of all the financial instruments subject to said security pledge
      and
      to proceed with the execution of all the formalities as required for relative
      security to be fully effective, without prejudice to the fact that Intesa
      Mediocredito S.p.A. will have the faculty of freely making arrangements for
      the
      items as pledged, without any form of involvement from our side.

     

    It
      is
      hereby agreed that you shall promptly notify both us and Intesa Mediocredito
      S.p.A. of the activities concerning the items
      as
      pledged,
      as well
      as concerning any amounts received accordingly, without
      prejudice to the fact that said amounts shall have to be managed in compliance
      with the instructions you shall receive from the aforesaid banking
      institute.
      Any
      possible financial instruments that said amounts shall be invested in, shall
      also be subject to the very same contract
      of pledge.

     

    DESCRIPTION
      OF THE BONDS:

     

    Banca
      Intesa Bonds TV 10/5/04-11; code no. ISIN XS0191589695; issued on the
10/5/2004;
      expiring on the 10/5/2011; overall nominal value € 525,000.00.

     

    
      	 	 	 
	 	GENTIUM
              S.P.A.
	 
 	 
 	 
 
	 	By:  	/s/ Laura
              Iris Ferro
	 	
              
President
              and Chief Executive Officer
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    M/s.

    Intesa
      Mediocredito S.p.A.

    Via
      Cernaia 8/10 

    20121
      Milan MI (Italy)

    Villa
      Guardia, the 20th
      April,
      2006.

     

    Financing
      Contract no. 2405959, executed on today’s date.

     

    The
      undersigned "GENTIUM S.P.A" (hereinafter the "Company") with headquarters in
      Villa Guardia (CO), piazza XX Settembre 2, Fz. Civello and therein fiscally
      domiciled under internal revenue reg. no. 02098100130, hereby duly
      pledges in your favor, as
      security for the financing amount about to be disbursed in force of the above
      financing contract,
      each
      and every right as granted and arising due to the bonds specified hereunder,
      having an overall nominal value amounting to€
      525,000.00 and comprised within the centralized management system controlled
      by
      Montetitoli S.p.A
      Said
      rights
      are asserted by the undersigned through Banca Intesa S.p.A., Villa Guardia
      branch (hereinafter
      the "Broker") and are fully available to the undersigned, free of each and
      every
      prejudicial encumbrance. 

     

    The
      bonds
      pledged as security will gradually be redeemed from the binding ties in force
      of
      the deed herein so that the current value of the pledged items is equal to
      at
      least 50%
      of
      the residual debt capital,
      provided that no evident status of insolvency by the undersigned ever arises
      and
      anyway only provided that the undersigned has ensured you are in position to
      be
      safe and certain that all due installments, further to any other sum owed to
      your good selves, will be duly paid up accordingly.

     

    The
      above
      pledge is fully effective independently from any other prior existing security
      or any further security that might subsequently be lodged in your favor in
      the
      interests of the Company and is furthermore considered as security for all
      the
      amounts due to you,
      even in
      the event of cancellation or withdrawal of any payments that may be carried
      out
      by any party involved.

     

    The
      above
      pledge is furthermore extended to comprise the relative interest earnings that
      shall be redeemed only in the event that no
      evident status of insolvency by the undersigned ever arises and anyway only
      provided that the undersigned has ensured you are in position to be certain
      that
      all due installments, further to any other sum owed to your good selves, will
      be
      duly paid up accordingly.

     

    In
      the
      event that the value of pledged items, be it for any reason whatsoever,
      decreases to the extent that security in your favor, in your capacity as a
      secured creditor, is thus insufficient, you are hereby granted the right to
      the
      sale thereof, as per the terms and conditions as hereinafter specified.


     

    When
      security bonds have reached maturity and upon the sale of said securities in
      compliance with the previous subparagraph, the pledge will be thus transferred
      and lodged against either the amounts received therefore, or against any other
      type of financial instrument that,
      subject
      to prior agreement,
      the
      undersigned hereby grants you the faculty of purchasing or subscribing to with
      said amounts received, without prejudice to the fact that if said amounts are
      not comprised within a
      centralized management system,
      they
      shall be held in custody by the Broker,
      in
      compliance with article
      2786,
      second subparagraph of the Civil Code. The undersigned thus hereby assigns
      and
      grants you as the Broker with proxy to undersign in his name and on his behalf,
      the engagement providing sufficient mention of the secured debt and of the
      new
      financial tools that the amounts received and available have been invested
      in.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    You
      are
      hereby provided with the faculty of selling the rights granted by the financial
      tools in question and of anyway recovering the value of the items pledged as
      security immediately and without having to comply with the provisions of article
      2797
      of
      the Civil Code, upon evident
      state of insolvency by the undersigned,
      or
      better, in the event that the Company fails or is simply overdue with
the
      exact
      fulfillment of even one of the obligations in force of any current
      agreement,
      once
      ten days have gone by subsequent to the date of notification of the request
      containing the subject of payment sent by registered letter, without any further
      formality being required. The relative proceeds shall be used to cover any
      blank
      credit overdue .

     

    The
      management expenses related to the financial instruments in question further
      to
      any possible tax ratio as well as any further expense related to the enforcement
      of the guarantee herein or anyway connected or dependent thereto, shall all
      be
      charged to the undersigned.

     

    DESCRIPTION
      OF THE BONDS:

     

    Banca
      Intesa Bonds TV 10/5/04-11; code no. ISIN XS0191589695; issued on the
10/5/2004;
      expiring on the 10/5/2011; overall nominal value € 525,000.00.

     

    
      	 	 	 
	 	GENTIUM
              S.P.A.
	 
 	 
 	 
 
	 	By:  	/s/ Laura
              Iris Ferro
	 	
              
President
              and Chief Executive Officer 
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Banca
      Intesa 

     

    File
      no.
      2405959

     

    M/s.

    Intesa
      Mediocredito S.p.A.

    Via
      Cernaia 8/10 

    I
      - 20121
      MILANO MI 

     

    copy
      to: M/s.

    GENTIUM
      S.P.A. 

    PIAZZA
      XX
      Settembre 2 

    Fz.
      Civello 

    I
      - 22079
      VILLA GUARDIA CO

    


    Villa
      Guardia, 20th April, 2006

    


    Financing
      Contract no. 2405959 issued by Intesa Mediocredito S.p.A. in favor of "GENTIUM
      S.P.A. "

     

    We
      hereby
      acknowledge the security pledge assigned in your favor by GENTIUM S.P.A.
      relating to the security
      bonds specified hereunder,
      comprised within the centralized management system controlled by Montetitoli
      S.p.A.. We
      confirm that,
      in
      compliance with the instructions we have been given, we have duly recorded
      the
      financial instruments subject to said security pledge
      onto
      account no. 2553490/59, that was opened specifically, and have thus also taken
      care of recording into the appropriate register as required by
      article
      87 of
      legislative decree no. 58/1998, of the items as per the combined provisions
      of
      articles
      45 and
      54 of the regulation issued under the CONSOB (The Italian Corporate and
      Securities Commission) resolution no. 11768 dated 23.12.1998.

     

    It
      is
      hereby agreed that we shall promptly notify you of the activities concerning
      the
items
      as
      pledged,
      as well
      as concerning any amounts received accordingly, that
      shall anyway be managed in compliance with your instructions. In the event
      of
      possible re-investments in other financial instruments positioned with a
      centralized management system, we are hereby directly committed to the
      performance of the formalities as required for the execution of the contract
      of
      pledge and of immediately providing you with confirmation thereof.

     

    Without
      prejudice to the fact that we shall see to the protection of the rights as
      asserted by the financial instruments in question, in your interest as well,
      and, that no act of disposal shall be possible without prior consent from you,
      we hereby confirm that we shall at all times act in compliance with the
      instructions as forwarded by and received from you.

     

    DESCRIPTION
      OF THE BONDS:

     

    Banca
      Intesa Bonds TV 10/5/04-11; code no. ISIN XS0191589695; issued on the
10/5/2004;
      expiring on the 10/5/2011; overall nominal value € 525,000.00.

     

    
      	 	 	 
	 	BANCA
              INTESA
              S.P.A.
	 
 	 
 	 
 
	 	By:  	/s/ Arnaldo
              Cesana