Unassociated Document


    GENTIUM
      S.p.A.

     

    Stock
      Option Grant Notice

    (Nonstatutory
      Stock Option Plan and Agreement)

     

    Gentium
      S.p.A.,
      a stock
      corporation organized under the law of the Republic of Italy, (the “Company”),
      pursuant to its Nonstatutory Stock Option Plan and Agreement (the “NSO Plan and
      Agreement”) and this Stock Option Grant Notice (the “Grant Notice”),
      hereby
      grants to Optionee an option (the “Option”) to purchase the number of shares of
      the Company’s common stock set forth below (the “Shares”). This Option is
      subject to all of the terms and conditions as set forth herein and in the NSO
      Plan and Agreement, which is attached hereto and incorporated herein in its
      entirety.

     

    

      
        	
                Optionee:

              	
                Cary
                  Grossman

              
	
                Option
                  Grant Number:

              	
                001R
                  (This
                  replaces grant 001 dated October 1, 2004)

              
	
                Type
                  of Option:

              	
                Nonstatutory
                  Stock Option

              
	
                Date
                  of Grant:

              	
                March
                  23, 2006

              
	
                Shares
                  Subject to Option: 

              	
                60,000

              
	
                Exercise
                  Price Per Share:

              	
                $5.58

              
	
                Expiration
                  Date:

              	
                September
                  30, 2009

              
	
                Vesting
                  Schedule:

              	
                Fully
                  Vested. 

              
	
                Exercise
                  Schedule:

              	
                Same
                  as “Vesting Schedule.” Early Exercise is not
                  permitted.

              


      

    

     

    


    Payment:
      Payment
      of the Option exercise price may be made in cash or check or by any other method
      provided in the NSO Plan and Agreement.

     

    Additional
      Terms/Acknowledgements:
      The
      undersigned Optionee acknowledges receipt of, and understands and agrees to,
      this Grant Notice and the attached NSO Plan and Agreement. Optionee further
      acknowledges that as of the Date of Grant, this Grant Notice, and the NSO Plan
      and Agreement, set forth the entire understanding between Optionee and the
      Company regarding the acquisition of stock in the Company and supersedes all
      prior oral and written agreements on that subject. At the time the Option is
      exercised, in whole or in part, or at any time thereafter as requested by the
      Company, Optionee hereby authorizes withholding from payroll and any other
      amounts payable to him, and otherwise agrees to make adequate provision for
      (including by means of a “cashless exercise” pursuant to a program developed
      under Regulation T (or similar rule or regulation) as promulgated by the Federal
      Reserve Board, if applicable), any sums required to satisfy the federal, state,
      local and foreign tax withholding obligations of the Company or an Affiliate
      (as
      defined in the NSO Plan and Agreement), if any, which arise in connection with
      the Option.

     

    Gentium
      S.p.A.Optionee:Cary
      Grossman

    

      
        	 Gentium
                S.p.A.	 	
                Optionee:

              	
                Cary
                  Grossman

              
	 	 	 	 
	 By:	
                 /s/
                  Laura Ferro

              	 	
                /s/
                  Cary Grossman

              
	 Title:	
                 President
                  and Chief Executive Officer

              	 	
                Signature

              
	 Date:	
                March
                  23, 2006

              	 	 	 


      

       

    

    Attachments: Nonstatutory
      Stock Option Plan and Agreement

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    GENTIUM
      S.P.A.

    Nonstatutory
      Stock Option plan and Agreement

     

    Amended
      and Restated as of March 23, 2006

     

    Pursuant
      to this Nonstatutory Stock Option Plan and Agreement (the “NSO Plan and
      Agreement”) and the Stock Option Grant Notice (“Grant Notice”), Gentium
      S.p.A., a
      stock
      corporation organized under the law of the Republic of Italy (the “Company”),
      hereby grants a nonstatutory stock option (the “Option”) to Cary
      Grossman,
      Executive Vice President and Chief Financial Officer of the Company, to purchase
      the number of shares of the common stock of the Company (the “Common Stock”)
      indicated in the Grant Notice (the “Option Shares”) at the exercise price
      indicated in the Grant Notice. The Option shall be effective on the date of
      grant specified in the Grant Notice.

     

    The
      Option is not intended to qualify as an “incentive stock option” within the
      meaning of Section 422 of the United States Internal Revenue Code of 1986,
      as
      amended (the “Code”) The Option is intended to comply with the exemption from
      qualification provided by Section 5(I)(b) of the Texas Securities Act. The
      Option Shares covered by the grant of this Option are intended to be exempt
      from
      registration pursuant to Rule 701 promulgated pursuant to the Securities Act
      of
      1933, as amended (the “Securities Act”). In the event the Company files a Form
      S-8 to cover shares of Common Stock issued pursuant to stock options and/or
      other stock-based awards under an equity incentive plan adopted by the Company,
      the Company shall use its best efforts to register the Option Shares on such
      Form S-8.

     

    1. Eligibility.
      Subject
      to Section 10 related to transferability, the sole person eligible to receive
      an
      Option under the NSO Plan and Agreement is Cary Grossman, Executive Vice
      President and Chief Financial Officer of the Company (the
“Optionee”).

     

    2. Shares
      Subject to the NSO Plan and Agreement.
      Subject
      to the provisions of Section 11 relating to adjustments upon changes in stock,
      the Common Stock that may be issued under the NSO Plan and Agreement shall
      not
      exceed in the aggregate Sixty Thousand (60,000) shares of Common Stock. If
      the
      Option shall for any reason expire or otherwise terminate, in whole or in part,
      without having been exercised in full, the Common Stock not acquired under
      the
      Option shall not
      revert
      to and shall not again become available for issuance under the NSO Plan and
      Agreement. At all times, the Company shall reserve and keep available a
      sufficient number of shares of Common Stock as will be required to satisfy
      the
      requirements of the Option granted under this NSO Plan and
      Agreement.

     

    3. Number
      of Shares and Exercise Price.
      

     

    (a) The
      total
      number of shares of Common Stock subject to the Option is equal to the Option
      Shares.

     

    (b) The
      exercise price per share of Common Stock shall be the price provided on the
      Grant Notice, which price shall be one hundred percent (100%) of the Fair Market
      Value (as defined below) on the date of grant. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c) For
      purposes of the Option, “Fair Market Value” means, as of any date, the value of
      the Common Stock determined as follows:

     

    (i) If
      the
      Common Stock is listed on any established stock exchange or traded on the Nasdaq
      National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share
      of Common Stock shall be the closing sales price for such stock (or the closing
      bid, if no sales were reported) as quoted on such exchange or market (or the
      exchange or market with the greatest volume of trading in the Common Stock)
      on
      the last market trading day prior to the day of determination, as reported
      in
The
      Wall Street Journal or
      such
      other source as the Board of Directors (the “Board”) deems
      reliable.

     

    (ii) In
      the
      absence of such markets for the Common Stock, the Fair Market Value shall be
      determined in good faith by the Board.

     

    4. Vesting
      and Exercisability.
      

     

    (a) Subject
      to the limitations contained herein, the Option shall vest as provided in Grant
      Notice, provided that vesting will cease upon the termination of the Optionee’s
      Continuous Service with the Company or of any Affiliate of the Company.


     

    (b) Notwithstanding
      anything to the contrary, the Option shall vest in full and become 100%
      exercisable on the effective date of a registration statement filed by the
      Company under the Securities Act.

     

    (c) For
      purposes of this NSO Plan an Agreement, “Continuous Service” means service as an
      employee, director or consultant; a change in the capacity in which the Optionee
      renders service to the Company or an Affiliate, or a change in the entity for
      which the Optionee renders such service (provided there is no interruption
      or
      termination of the Optionee’s service with the Company or an Affiliate) shall
      not terminate a Optionee’s Continuous Service. For purposes of this NSO Plan and
      Agreement, Affiliate means any parent corporation or subsidiary corporation
      of
      the Company as such terms are defined in Sections 424(e) and (f) of the Code,
      respectively. On all exercises, fractions of shares shall be rounded to the
      next
      lowest number. The Option will be exercisable only to the extent the Option
      Shares have vested.

     

    5. Method
      of Payment.

     

    Payment
      of the exercise price is due in full upon exercise of all or any part of the
      Option. The Optionee may elect to make payment of the exercise price in cash
      or
      by check or, to the extent permitted by law, at the time the Option is exercised
      and provided that at the time of exercise the Common Stock is publicly traded
      and quoted regularly in The
      Wall Street Journal,
      pursuant to a program developed under Regulation T (or similar rule or
      regulation) as promulgated by the Federal Reserve Board that, prior to the
      issuance of Common Stock, results in either the receipt of cash (or check)
      by
      the Company or the receipt of irrevocable instructions to pay the aggregate
      exercise price to the Company from the sales proceeds.

     

    6. Whole
      Shares.
      The
      Option may only be exercised for whole shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7. Securities
      Law Compliance.
      Notwithstanding anything to the contrary contained herein, the Option may not
      be
      exercised unless the shares issuable upon exercise of the Option are then
      registered under the Securities Act or, if such shares are not then so
      registered, the Company has determined that such exercise and issuance would
      be
      exempt from the registration requirements of the Securities Act. The exercise
      of
      the Option must also comply with other applicable laws and regulations governing
      the Option, and the Option may not be exercised if the Company determines that
      the exercise would not be in material compliance with such laws and
      regulations.

     

    8. Term.
      The
      term of the Option commences on the Date of Grant specified in the Grant Notice
      and expires on September 30, 2009.

     

    9. Exercise.

     

    (a) The
      Optionee may exercise the vested portion of the Option during its term by
      delivering a Notice of Exercise (in a form designated by the Company) together
      with the exercise price to the Secretary of the Company, or to such other person
      as the Company may designate, during regular business hours, together with
      such
      additional documents as the Company may then require.

     

    (b) As
      a
      condition to any exercise of the Option, the Company may require the Optionee
      to
      enter an arrangement providing for the payment by the Optionee to the Company
      of
      any tax withholding obligation of the Company arising by reason of (i) the
      exercise of the Option, (ii) the lapse of any substantial risk of forfeiture
      to
      which the shares are subject at the time of exercise, or (iii) the disposition
      of shares acquired upon such exercise.

     

    (c) The
      Company (or a representative of the underwriters), in connection with the first
      underwritten registration of the offering of any securities of the Company
      under
      the Securities Act, may require that the Optionee not sell, dispose of,
      transfer, make any short sale of, grant any option for the purchase of, or
      enter
      into any hedging or similar transaction with the same economic effect as a
      sale,
      any shares of Common Stock or other securities of the Company held by the
      Optionee, for a period of time specified by the underwriter(s) (not to exceed
      one hundred eighty (180) days) following the effective date of the registration
      statement of the Company filed under the Securities Act. The Optionee further
      agrees to execute and deliver such other agreements as may be reasonably
      requested by the Company and/or the underwriter(s) which are consistent with
      the
      foregoing or which are necessary to give further effect thereto. In order to
      enforce the foregoing covenant, the Company may impose stop-transfer
      instructions with respect to the Optionee’s Common Stock until the end of such
      period.

     

    10. Transferability.
      The
      Option is not transferable, except (i) by will or by the laws of descent and
      distribution, (ii) with the prior written approval of the Company, by instrument
      to an inter
      vivos
      or
      testamentary trust, in a form accepted by the Company, in which the Option
      is to
      be passed to beneficiaries upon the death of the trustor (settlor) or (iii)
      with
      the prior written approval of the Company, by gift, in a form accepted by the
      Company, to a “family member” as that term is defined below. The term “family
      member” includes any child, stepchild, grandchild, parent, stepparent,
      grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
      father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
      including adoptive relationships, any person sharing the Optionee’s household
      (other than a tenant or employee), a trust in which these persons have more
      than
      fifty percent (50%) of the beneficial interest, a foundation in which these
      persons (or the Optionee) control the management of assets, and any other entity
      in which these persons (or the Optionee) own more than fifty percent (50%)
      of
      the voting interests. The Option is exercisable during your life only by you
      or
      a transferee satisfying the above-stated conditions. The right of a transferee
      to exercise the transferred portion of the Option shall terminate in accordance
      with your right to exercise the Option as specified in the NSO Plan and
      Agreement. In the event of Optionee’s death, the transferee will be treated as a
      person who acquired the right to exercise the Option by bequest or inheritance.
      In addition to the foregoing, the Company may require, as a condition of the
      transfer of the Option to a trust or by gift, that the transferee enter into
      an
      option transfer agreement provided by, or acceptable to, the Company. The terms
      of the Option shall be binding upon transferees, executors, administrators,
      heirs, successors, and assigns. Notwithstanding the foregoing, by delivering
      written notice to the Company, in a form satisfactory to the Company, the
      Optionee may designate a third party who in the event of the Optionee’s death
      shall thereafter be entitled to exercise the Option subject to all of the terms
      and conditions herein. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11. Adjustments
      upon Changes in Stock

     

    (a) Capitalization
      Adjustments.
      If any
      change is made in the Common Stock subject to the NSO Plan and Agreement,
      without the receipt of consideration by the Company (through merger,
      consolidation, reorganization, recapitalization, reincorporation, stock
      dividend, dividend in property other than cash, stock split, liquidating
      dividend, combination of shares, exchange of shares, change in corporate
      structure or other transaction not involving the receipt of consideration by
      the
      Company), the NSO Plan and Agreement will be appropriately adjusted in the
      class(es) and maximum number of securities subject to the NSO Plan and Agreement
      pursuant to Section 2 and the maximum number of securities subject to the Option
      will be appropriately adjusted in the class(es) and number of securities and
      price per share of Common Stock. The Board shall make such adjustments, and
      its
      determination shall be final, binding and conclusive. (The conversion of any
      convertible securities of the Company shall not be treated as a transaction
      “without receipt of consideration” by the Company.)

     

    (b) Dissolution
      or Liquidation.
      In the
      event of a dissolution or liquidation of the Company, then the Option shall
      terminate immediately prior to such event.

     

    (c) Asset
      Sale, Merger, Consolidation or Reverse Merger.
      In the
      event of (i) a sale, lease or other disposition of all or substantially all
      of
      the assets of the Company, (ii) a merger or consolidation in which the Company
      is not the surviving corporation or (iii) a reverse merger in which the Company
      is the surviving corporation but the shares of Common Stock outstanding
      immediately preceding the merger are converted by virtue of the merger into
      other property, whether in the form of securities, cash or otherwise
      (individually, a “Corporate Transaction”), then any surviving corporation or
      acquiring corporation may assume the Option or may substitute a similar stock
      award (including an award to acquire the same consideration paid to the
      shareholders in the Corporate Transaction) for the Option. In the event any
      surviving corporation or acquiring corporation does not assume the Option or
      substitute a similar stock award for the Option, provided the Optionee is then
      providing Continuous Service, then the vesting of the Option (and the time
      during which Option may be exercised) shall be accelerated in full, and the
      Option shall terminate if not exercised at or prior to the completion of the
      Corporate Transaction.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    12. Representations.

     

    (a) By
      executing the Grant Notice, Optionee hereby warrants and represents that
      Optionee is acquiring the Option for Optionee’s own account and that Optionee
      has no intention of distributing, transferring or selling all or any part of
      the
      Option except in accordance with the terms of the NSO Plan and Agreement.
      Optionee also hereby warrants and represents that Optionee has either (i)
      preexisting personal or business relationships with the Company or any of its
      officers, directors or controlling persons, or (ii) the capacity to protect
      Optionee’s own interests in connection with the grant of the Option by virtue of
      Optionee’s business or financial expertise or the business or financial
      expertise of any of Optionee’s professional advisors who are unaffiliated with
      and who are not compensated by the Company or any of its Affiliates, directly
      or
      indirectly.

     

    (b) The
      Company may require Optionee, as a condition of exercising or acquiring Common
      Stock under the Option, (i) to give written assurances satisfactory to the
      Company as to the Optionee’s knowledge and experience in financial and business
      matters and/or to employ a purchaser representative reasonably satisfactory
      to
      the Company who is knowledgeable and experienced in financial and business
      matters and that he or she is capable of evaluating, alone or together with
      the
      purchaser representative, the merits and risks of exercising the Option; and
      (ii) to give written assurances satisfactory to the Company stating that
      Optionee is acquiring Common Stock subject to the Option for Optionee’s own
      account and not with any present intention of selling or otherwise distributing
      the Common Stock. The foregoing requirements, and any assurances given pursuant
      to such requirements, shall be inoperative if (1) the issuance of the shares
      of
      Common Stock upon exercise of the Option has been registered under a then
      current effective registration statement under the Securities Act or (2) as
      to
      any particular requirement, a determination is made by counsel for the Company
      that such requirement need not be met in the circumstances under the then
      applicable securities laws. The Company may, upon advice of counsel to the
      Company, place legends on stock certificates issued under the NSO Plan and
      Agreement as such counsel deems necessary or appropriate in order to comply
      with
      applicable securities laws, including, but not limited to, legends restricting
      the transfer of the Common Stock. 

     

    13. Right
      of Repurchase.
      To
      the
      extent provided in the Company’s bylaws as amended from time to time, the
      Company shall have the right to repurchase all or any part of the shares of
      Common Stock received pursuant to the exercise of the Option. If the Company
      exercises its right to repurchase such shares of Common Stock, the purchase
      price shall be the Fair Market Value of those shares of Common Stock on the
      date
      of repurchase The Company’s right of repurchase shall expire on the date of the
      first registration of the Common Stock under the Securities Act.

     

    14. Right
      of First Refusal.
      Before
      any Shares registered in the name of the Optionee, may be sold or transferred
      (including transfer by operation of law), such Shares shall first be offered
      to
      the Company as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a) The
      Optionee shall deliver a notice to the Company stating (i) the Optionee’s bona
      fide intention to sell or transfer such Shares, (ii) the number of such Shares
      to be sold or transferred, (iii) the price for which the Optionee proposes
      to
      sell or transfer such Shares, and (iv) the name of the proposed purchaser or
      transferee.

     

    (b) Within
      thirty (30) days after receipt of such notice, the Company or its assignee
      may
      elect to purchase all or part of the Shares to which the notice refers, at
      the
      price per share specified in the notice. Full payment for all the Shares to
      be
      purchased by the Company shall be made by cash, check, or cancellation of
      indebtedness by the Company or its assignee to the Optionee within thirty (30)
      days after receipt of the notice.

     

    (c) If
      the
      Shares to which the notice refers are not elected to be purchased as provided
      in
      Section 14(b), the Optionee may sell the Shares to any person named in the
      notice at the price specified in the notice or at a higher price, provided
      that
      such sale or transfer is consummated within sixty (60) days of the date of
      the
      notice to the Company, and, provided further, that any such sale is in
      accordance with all the terms and conditions hereof.

     

    (d) Any
      Shares so transferred will continue to be subject to the right of first refusal
      provided in this Section 14.

     

    (e) The
      provisions of this Section 14 shall terminate on (i) the effective date of
      a
      registration statement filed by the Company under the Securities Act with
      respect to an underwritten public offering of the Common Stock of the Company
      or
      (ii) the closing date of a sale of assets or merger of the Company or other
      acquisition transaction pursuant to which stockholders of the Company receive
      securities of a buyer whose shares are publicly traded.

     

    (f) The
      Company shall not be required (i) to transfer on its share register any Shares
      which shall have been purportedly sold or transferred if such transfer would
      be
      in violation of this Section 14, or (ii) to treat as owner of such Shares,
      to
      accord the right to vote as such owner, or to pay dividends to any purported
      transferee to whom such Shares shall have purportedly been so
      transferred.

     

    15. Option
      not a Service Contract.
      Neither
      the Option nor the NSO Plan and Agreement nor the Grant Notice constitutes
      an
      employment or service contract, and nothing in the Option shall be deemed to
      create in any way whatsoever any obligation on the Optionee’s part to continue
      in the employ of the Company or an Affiliate, or of the Company or an Affiliate
      to continue the Optionee’s employment. In addition, nothing in the Option shall
      obligate the Company or an Affiliate, their respective shareholders, Boards
      of
      Directors, officers or employees to continue any relationship that the Optionee
      might have as a director or consultant for the Company or an
      Affiliate.

     

    16. Withholding
      Obligations.

     

    (a) At
      the
      time Optionee exercises the Option, in whole or in part, or at any time
      thereafter as requested by the Company, the Optionee hereby authorizes
      withholding from payroll and any other amounts payable to Optionee and otherwise
      agrees to make adequate provisions for any sums required to satisfy the federal,
      state, local and foreign tax withholding obligations of the Company or any
      Affiliate, if any, which arise in connection with the Option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Upon
      the
      Optionee’s request and subject to approval by the Company, in its sole
      discretion, and compliance with any applicable conditions or restrictions of
      law, the Company may withhold from fully vested shares of Common Stock otherwise
      issuable to the Optionee upon the exercise of the Option a number of whole
      shares of Common Stock having a Fair Market Value, determined as of the date
      of
      exercise, not in excess of the minimum amount of tax required to be withheld
      by
      law. If the date of determination of any tax withholding obligation would be
      deferred to a date later than the date of exercise of the Option, withholding
      of
      shares of Common Stock pursuant to the preceding sentence shall not be permitted
      unless the Optionee makes a proper and timely election under Section 83(b)
      of
      the Code, covering the aggregate number of shares of Common Stock acquired
      upon
      such exercise with respect to which such determination is otherwise deferred,
      to
      accelerate the determination of such tax withholding obligation to the date
      of
      exercise of the Option. Notwithstanding the filing of such election, shares
      of
      Common Stock shall be withheld solely from fully vested shares of Common Stock
      determined as of the date of exercise of the Option that are otherwise issuable
      to the Optionee upon such exercise. Any adverse consequences to the Optionee
      arising in connection with such share withholding procedure shall be the
      Optionee’s sole responsibility.

     

    (c) The
      Option is not exercisable unless the tax withholding obligations of the Company
      and/or any Affiliate are satisfied. Accordingly, the Optionee may not be able
      to
      exercise the Option when desired even though the Option is vested, and the
      Company shall have no obligation to issue a certificate for such shares or
      release such shares from any escrow provided for herein.

     

    17. Notices.
      Any
      notices provided for in the NSO Plan and Agreement shall be given in writing
      and
      shall be deemed effectively given upon receipt.

     

    18. Governing
      Plan and Agreement Document.
      The
      Option is subject to all the provisions of the NSO Plan and Agreement and Grant
      Notice, and is further subject to all interpretations, amendments, rules and
      regulations which may from time to time be promulgated and adopted pursuant
      to
      the NSO Plan and Agreement. With respect to (i) any and all matters relating
      to
      the Option granted under this NSO Plan and Agreement and Grant Notice, (ii)
      any
      Option Shares and (iii) any shares of Common Stock to be received upon exercise
      of such Option, the terms and conditions of the NSO Plan and Agreement and
      Grant
      Notice shall govern at all times.

     

    19. Administration
      by the Board.

     

    (a) The
      NSO
      Plan and Agreement shall be administered by the Board, unless and until the
      Board delegates administration to a committee as provided in subsection (b).
      The
      Board shall have the authority to construe and interpret the NSO Plan and
      Agreement and to establish, amend or waive rules and regulations for its
      administration. All determinations, interpretations and constructions made
      by
      the Board in good faith shall not be subject to review by any person and shall
      be final, binding and conclusive on all persons.

     

    (b) The
      Board
      may delegate administration of the NSO Plan and Agreement to a committee of
      one
      (1) or more members of the Board, and the term “Committee” shall apply to any
      person or persons to whom such authority has been delegated. If administration
      is delegated to a Committee, the Committee shall have, in connection with the
      administration of the NSO Plan and Agreement, the powers possessed by the Board,
      subject to such resolutions, not inconsistent with the provisions of the NSO
      Plan and Agreement, as may be adopted from time to time by the Board. The Board
      may abolish the Committee at any time and revest in the Board the administration
      of the NSO Plan and Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (i) To
      the
      extent Optionee is a Covered Employee, at such time as the Common Stock of
      the
      Company is publicly traded, the Committee shall consist of individuals who
      satisfy the requirements of “outside director” within the meaning of section
      162(m) of the Code and the United States Treasury regulations promulgated
      thereunder), so that the Option will qualify for the performance-based
      compensation exemption of section 162(m) of the Code. For purposes of this
      Option, “Covered Employee” means the chief executive officer and the four (4)
      other highest compensated officers of the Company for whom total compensation
      is
      required to be reported to shareholders under the Exchange Act, as determined
      for purposes of section 162(m) of the Code.

     

    (ii) To
      the
      extent the Optionee is subject to section 16 of the Exchange Act, the Committee
      shall satisfy the requirements of Rule 16b-3 (or is successor) under the
      Exchange Act (“Rule 16b-3”). Notwithstanding the foregoing, failure of the
      Committee to satisfy the requirements of Rule 16b-3 shall not invalidate the
      Option.

     

    20. Legends.
      All
      certificates representing any of the Shares shall have endorsed thereon legends
      in substantially the following form:

     

    (a) “THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
      ON
      TRANSFER, INCLUDING A RIGHT OF FIRST REFUSAL ON TRANSFERS, SET FORTH IN AN
      AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS PREDECESSOR
      IN
      INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
      AND
      WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE
      HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE. SUCH TRANSFER
      RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES ON THE SHARES
      REPRESENTED BY THIS CERTIFICATE.”

     

    (b) “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
      OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
      SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
      AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    (c) Any
      legend required to be placed by the applicable blue-sky laws of any
      state.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    21. Waiver.
      The
      waiver by either party herein of a breach of any provision of this NSO Plan
      and
      Agreement shall not operate or be construed as a waiver of any other or
      subsequent breach.

     

    22. Binding
      on Successors.
      This
      NSO Plan and Agreement shall inure to the benefit of and be binding upon the
      parties hereto and, to the extent not prohibited herein, their respective heirs
      and successors.

     

    23. Counterparts.
      This
      NSO Plan and Agreement may be executed in two (2) or more counterparts, each
      of
      which shall be deemed an original but all of which together shall constitute
      one
      and the same instrument.

     

    24. Governing
      Law.
      The
      Grant Notice and NSO Plan and Agreement shall be construed in accordance with
      and governed by the laws of the State of Texas without giving effect to the
      doctrine of conflict of laws.

     

    25. Effective
      Date and Duration of the NSO Plan and Agreement.
      The NSO
      Plan and Agreement shall be effective as of September 30, 2004. The Board may
      suspend or terminate the NSO Plan and Agreement at any time. Unless sooner
      terminated, the NSO Plan and Agreement shall terminate at midnight on September
      30, 2009.

     

    26. No
      Rights as Shareholder.
      The
      Optionee shall have no rights as a shareholder with respect to any stock subject
      to the Option prior to the date of exercise and until the Optionee has satisfied
      all requirements for exercise of the Option pursuant to its terms.

     

    Dated
      as
      of the 23rd
      day of
      March, 2006. 

    
      	 	 	 
	 	Very truly yours,
	 	 
	 	Gentium
              S.p.A.
	 
 	 
             
              	 
 
	 	By:       
              	/s/ LAURA
              IRIS FERRO 
	 	
              

              Duly
                authorized on behalf of

              the
                Board of Directors

            
	 	 


      	 	Name:  	Laura Iris Ferro 
              
              

            
	 	Title:	President & Chief Executive
              Officer 
              
              

            
	 	Cary
              Grossman
	 
 	 
 	 
 
	 	/s/
              CARY
              GROSSMAN
              

	 	Address:
	 	13719
              Taylorcrest Road 
              
              
Houston,
              TX 77079