Exhibit 10.3


                                                               EXECUTION VERSION
   THE

BANK OF

  NEW

  YORK
--------------------------------------------------------------------------------







                                ESCROW AGREEMENT

                                     between

                                 GENTIUM S.P.A.,


                                       and

                              THE BANK OF NEW YORK




                          Dated as of October 14, 2005








                             ACCOUNT NUMBER: 131479


                 SHORT TITLE OF ACCOUNT: GENTIUM ESCROW ACCOUNT






--------------------------------------------------------------------------------





<PAGE>


ESCROW AGREEMENT made this 14th day of October, 2005, by and between THE BANK OF
NEW YORK ("Escrow Agent") and the undersigned (collectively the "Depositors" and
each individually a "Depositor").

                              Preliminary Statement

     WHEREAS, the Gentium S.p.A., a joint stock company organized under the laws
of the Republic of Italy ("Gentium"), intends to issue warrants (collectively,
the "Warrants") pursuant to a securities subscription agreement (the
"Subscription Agreement") to be entered into among Gentium, and each of other
investors whose names appear on the signature page of the Subscription Agreement
(collectively, the "Investors") and under such Subscription Agreement to sell to
the Investors certain warrants (the "Warrants") convertible into American
Depository Shares (the "Warrant Shares") representing Gentium's ordinary shares
of common stock;

     WHEREAS, in connection with the payment by the Investors for the Warrants,
the Investors intend to cause funds to be deposited with the Escrow Agent and
Gentium intends to deposit the Warrants with the Escrow Agent;

     WHEREAS, the Warrants shall not be effective until Gentium's shareholders
vote to approve Gentium's issuance of the Warrants and/or the Warrant Shares, as
applicable, free of the statutory preemptive rights that would otherwise attach
to the issuance of those securities under Italian law or the Company's
organizational documents ("Shareholder Approval"); and

     WHEREAS, it is a condition precedent to the Subscription Agreement that
Gentium, the Investors and the Escrow Agent enter into this Agreement.

     NOW, THEREFORE, Depositors and Escrow Agent hereby agree that, in
consideration of the mutual promises and covenants contained herein, Escrow
Agent shall hold in escrow and shall distribute Escrow Property (as defined
herein) in accordance with and subject to the following Instructions and Terms
and Conditions:



     I. INSTRUCTIONS:

1.   Escrow Property

     The property and/or funds deposited or to be deposited with Escrow Agent by
Depositors shall be as follows:

     Prior to any deposit, Gentium will notify Escrow Agent in writing 24 hours
     prior to such deposit, including by facsimile, that the Escrow Property and
     Escrow Funds are ready to be deposited.



                                       2
<PAGE>

     Gentium will deliver to the Escrow Agent Warrants for an aggregate of
     620,450 Warrant Shares, each executed by Gentium and inscribed with name of
     one of the Investors and indicating the amount of Warrant Shares for which
     such Investor subscribed pursuant to the Subscription Agreement, which
     shall only become effective upon Shareholder Approval (the "Escrow
     Warrants"), for prompt deposit into the escrow account at The Bank of New
     York. (Account No. 131479) (the "Escrow Account") as "Escrow Property". The
     Escrow Property shall be held, administered and disposed of by the Escrow
     Agent in accordance with the terms and conditions hereinafter set forth.

     Investors will deliver to the Escrow Agent $2,187,086.25 in immediately
     available funds (as increased or decreased from time to time in accordance
     with the provisions hereof, the "Escrow Funds") for prompt deposit into the
     Escrow Account as the "Escrow Property". The Escrow Property shall be held,
     administered and disposed of by the Escrow Agent in accordance with the
     terms and conditions hereinafter set forth.

     The foregoing property and/or funds, plus all interest, dividends and other
     distributions and payments thereon (collectively the "Distributions")
     received by Escrow Agent, less any property and/or funds distributed or
     paid in accordance with this Escrow Agreement, are collectively referred to
     herein as "Escrow Property."

2.   Investment of Escrow Funds Depositors are to select one of the following
     options:

     ______ (a)    Escrow Agent shall have no obligation to pay interest
                   on or to invest or reinvest any Escrow Property
                   deposited or received hereunder.

     __X___ (b)    Upon written directions from Gentium the Escrow Agent
                   shall invest or reinvest Escrow Funds without
                   distinction between principal and income, in the
                   following:

                   One or more short-term market instruments including but
                   not limited to marketable obligations issued or
                   guaranteed by the U.S. Government, its agencies or
                   instrumentalities, bank instruments or corporate debt
                   securities rated AA or higher by S&P that are issued by
                   U.S. or foreign companies , invested in any one or more
                   of the aforementioned types of instruments.

     Escrow Agent shall have no liability for any loss arising from or related
     to any such investment other than in accordance with paragraph 4 of the
     Terms and Conditions.

3.   Distribution of Escrow Property and Escrow Funds

     Escrow Agent is directed to hold and distribute the Escrow Property in the
     following manner:

     Prior to any distribution of Escrow Funds, to the extent that complete
     wiring instructions are not included for any Depositor who would receive
     such distribution on Schedule 1 hereto, Gentium will provide Escrow Agent
     with instructions specifying the account(s) into which the Escrow Funds
     shall be distributed, and wiring instructions for each such account,
     including the name of the bank, the ABA number (or SWIFT number for
     non-U.S. accounts), the account number and the account name; prior to any
     distribution of Escrow Property, to the extent that a complete address is
     not specified for any Depositor who would receive such distribution on
     Schedule 1 hereto, Gentium will provide Escrow Agent with addresses to
     which the Escrow Property should be delivered.



                                       3
<PAGE>

     If the Shareholder Approval occurs, then, upon receipt by the Escrow Agent
     of a copy of the resolutions effecting the Shareholder Approval certified
     by an officer of Gentium and an opinion of Orrick, Herrington & Sutcliffe
     LLP, or such other counsel as is mutually agreeable to the Investors and
     Gentium, that such resolutions were duly adopted,(x) the Escrow Agent take
     such action as may be necessary to deliver to each Investor that Warrant
     addressed to such Investor, and (y) the Escrow Agent shall take such action
     as may be necessary to deliver the Escrow Funds released to Gentium.

     If Gentium submits a copy of the resolutions of a meeting in which the
     Gentium shareholders failed to effect a Shareholder Approval when the
     matter was put to a vote of Gentium's shareholders, certified by an officer
     of Gentium, then the Escrow Agent shall deliver the Escrowed Funds to the
     Investors according to their respective percentages as set forth on
     Schedule 1 hereto and the Escrow Agent shall deliver the Escrow Warrants to
     Gentium.

4.   Addresses

     Notices, instructions and other communications shall be sent to Escrow
     Agent, Corporate Trust Administration, 101 Barclay Street-Floor 21W, New
     York, New York 10286, Attn.: Corporate Trust Administration / Stanislav
     Pertsev and to Depositors as follows:

     To the Investors:

     As set forth on Schedule 1 hereto.

     To Gentium:

     Gentium S.p.A.
     ATTN: Dr. Laura Ferro,
     Chief Executive Officer
     Piazze XX Septembre, 2
     22079 Villa Guardia
     Como, Italy

     With a copy to (which shall not constitute notice):

     Cary Grossman
     9821 Katy Freeway, Suite 500
     Houston, TX 77024

5.   Distribution of Escrow Property Upon Termination

     Upon termination of this Escrow Agreement, Escrow Property then held
     hereunder shall be distributed as follows:


     If the Shareholder Approval does not occur and Gentium does not deliver to
     Escrow Agent a copy of the resolutions effecting the Shareholder Approval
     certified by an officer of Gentium and an opinion of Orrick, Herrington &
     Sutcliffe LLP, or such other counsel as is mutually agreeable to the
     Investors and Gentium, that such resolutions were duly adopted by April 31,
     2006, The Escrow Agent shall deliver the Escrowed Funds to the



                                       4
<PAGE>

     Investors according to their respective percentages as set forth on
     Schedule 1 hereto and the Escrow Agent shall take such action as may be
     necessary to deliver the Escrow Warrants to Gentium.

6.   Compensation

     (a)  As agreed between the Escrow Agent and Gentium in the signed fee
          schedule dated as of September 28, 2005.

     (b)  Gentium shall pay all activity charges as per Escrow Agent's current
          fee schedule.

     (c)  Gentium shall be responsible for and shall reimburse Escrow Agent upon
          demand for all expenses, disbursements and advances incurred or made
          by Escrow Agent in connection with this Agreement.

7.   Consent for Amendment or Waiver by Depositors

     Any requirement under this Agreement for Depositors' consent to waiver or
     for amendment to any part of this Agreement may be satisfied by getting the
     written consent of Gentium and Investors who have made at least Fifty-one
     Percent (51%) of the Investors' aggregate deposits hereunder, as reflected
     on Schedule 1 hereto.



                            II. TERMS AND CONDITIONS:

1.   The duties, responsibilities and obligations of Escrow Agent shall be
     limited to those expressly set forth herein and no duties, responsibilities
     or obligations shall be inferred or implied. Escrow Agent shall not be
     subject to, nor required to comply with, any other agreement between or
     among any or all of the Depositors or to which any Depositor is a party,
     even though reference thereto may be made herein, or to comply with any
     direction or instruction (other than those contained herein or delivered in
     accordance with this Escrow Agreement) from any Depositor or any entity
     acting on its behalf. Escrow Agent shall not be required to, and shall not,
     expend or risk any of its own funds or otherwise incur any financial
     liability in the performance of any of its duties hereunder.

2.   This Agreement is for the exclusive benefit of the parties hereto and their
     respective successors hereunder, and shall not be deemed to give, either
     express or implied, any legal or equitable right, remedy, or claim to any
     other entity or person whatsoever.

3.   If at any time Escrow Agent is served with any judicial or administrative
     order, judgment, decree, writ or other form of judicial or administrative
     process which in any way affects Escrow Property (including but not limited
     to orders of attachment or garnishment or other forms of levies or
     injunctions or stays relating to the transfer of Escrow Property), Escrow
     Agent is authorized to comply therewith in any manner as it or its legal
     counsel of its own choosing deems appropriate; and if Escrow Agent complies
     with any such judicial or administrative order, judgment, decree, writ or
     other form of judicial or administrative process, Escrow Agent shall not be
     liable to any of the parties hereto or to any other person or entity even
     though such order, judgment, decree, writ or process may be subsequently
     modified or vacated or otherwise determined to have been without legal
     force or effect.



                                       5
<PAGE>

4.   (a) Escrow Agent shall not be liable for any action taken or omitted or for
     any loss or injury resulting from its actions or its performance or lack of
     performance of its duties hereunder in the absence of gross negligence or
     willful misconduct on its part. In no event shall Escrow Agent be liable
     (i) for acting in accordance with or relying upon any instruction, notice,
     demand, certificate or document from any Depositor or any entity acting on
     behalf of any Depositor, (ii) for any consequential, punitive or special
     damages, (iii) for the acts or omissions of its nominees, correspondents,
     designees, subagents or subcustodians, or (iv) for an amount in excess of
     the value of the Escrow Property, valued as of the date of deposit.

     (b) If any fees, expenses or costs incurred by, or any obligations owed to,
     Escrow Agent hereunder are not promptly paid when due, Escrow Agent may
     reimburse itself therefor from the Escrow Property and may sell, convey or
     otherwise dispose of any Escrow Property for such purpose.

     (c) As security for the due and punctual performance of any and all of
     Depositors' obligations to Escrow Agent hereunder, now or hereafter
     arising, Depositors, individually and collectively, hereby pledge, assign
     and grant to Escrow Agent a continuing security interest in, and a lien on,
     the Escrow Property and all Distributions thereon or additions thereto
     (whether such additions are the result of deposits by Depositors or the
     investment of Escrow Property). The security interest of Escrow Agent shall
     at all times be valid, perfected and enforceable by Escrow Agent against
     Depositors and all third parties in accordance with the terms of this
     Escrow Agreement.

     (d) Escrow Agent may consult with legal counsel at the expense of the
     Depositors as to any matter relating to this Escrow Agreement, and Escrow
     Agent shall not incur any liability in acting in good faith in accordance
     with any advice from such counsel.

     (e) Escrow Agent shall not incur any liability for not performing any act
     or fulfilling any duty, obligation or responsibility hereunder by reason of
     any occurrence beyond the control of Escrow Agent (including but not
     limited to any act or provision of any present or future law or regulation
     or governmental authority, any act of God or war, or the unavailability of
     the Federal Reserve Bank wire or telex or other wire or communication
     facility).

5.   Unless otherwise specifically set forth herein, Escrow Agent shall proceed
     as soon as practicable to collect any checks or other collection items at
     any time deposited hereunder. All such collections shall be subject to
     Escrow Agent's usual collection practices or terms regarding items received
     by Escrow Agent for deposit or collection. Escrow Agent shall not be
     required, or have any duty, to notify anyone of any payment or maturity
     under the terms of any instrument deposited hereunder, nor to take any
     legal action to enforce payment of any check, note or security deposited
     hereunder or to exercise any right or privilege which may be afforded to
     the holder of any such security.

6.   Escrow Agent shall provide to Depositors monthly statements identifying
     transactions, transfers or holdings of Escrow Property and each such
     statement shall be deemed to be correct and final upon receipt thereof by
     the Depositors unless Escrow Agent is notified in writing to the contrary
     within thirty (30) business days of the date of such statement.

7.   Escrow Agent shall not be responsible in any respect for the form,
     execution, validity, value or genuineness of documents or securities
     deposited hereunder, or for any description therein, or for the identity,
     authority or rights of persons executing or



                                       6
<PAGE>

     delivering or purporting to execute or deliver any such document, security
     or endorsement.

8.   Notices, instructions or other communications shall be in writing and shall
     be given to the address set forth in the "Addresses" provision herein (or
     to such other address as may be substituted therefor by written
     notification to Escrow Agent or Depositors). Notices to Escrow Agent shall
     be deemed to be given when actually received by Escrow Agent's Insurance
     Trust and Escrow Unit of the Corporate Trust Division. Escrow Agent is
     authorized to comply with and rely upon any notices, instructions or other
     communications believed by it to have been sent or given by Depositors or
     by a person or persons authorized by Depositors. Whenever under the terms
     hereof the time for giving a notice or performing an act falls upon a
     Saturday, Sunday, or banking holiday, such time shall be extended to the
     next day on which Escrow Agent is open for business.

9.   Gentium shall be liable for and shall reimburse and indemnify Escrow Agent
     and hold Escrow Agent harmless from and against any and all claims, losses,
     liabilities, costs, damages or expenses (including reasonable attorneys'
     fees and expenses) (collectively, "Losses") arising from or in connection
     with or related to this Escrow Agreement or being Escrow Agent hereunder
     (including but not limited to Losses incurred by Escrow Agent in connection
     with its successful defense, in whole or in part, of any claim of gross
     negligence or willful misconduct on its part), provided, however, that
     nothing contained herein shall require Escrow Agent to be indemnified for
     Losses caused by its gross negligence or willful misconduct.

10.  (a) Depositors may remove Escrow Agent at any time by giving to Escrow
     Agent thirty (30) calendar days' prior notice in writing signed by all
     Depositors. Escrow Agent may resign at any time by giving to calendar days'
     prior written notice thereof.

     (b) Within ten (10) calendar days after giving the foregoing notice of
     removal to Escrow Agent or receiving the foregoing notice of resignation
     from Escrow Agent, all Depositors shall jointly agree on and appoint a
     successor Escrow Agent. If a successor Escrow Agent has not accepted such
     appointment by the end of such 10-day period, Escrow Agent may, in its sole
     discretion, deliver the Escrow Property to any of the Depositors at the
     address provided herein or may apply to a court of competent jurisdiction
     for the appointment of a successor Escrow Agent or for other appropriate
     relief. The costs and expenses (including reasonable attorneys' fees and
     expenses) incurred by Escrow Agent in connection with such proceeding shall
     be paid by, and be deemed a joint and several obligation of, the
     Depositors.

     (c) Upon receipt of the identity of the successor Escrow Agent, Escrow
     Agent shall either deliver the Escrow Property then held hereunder to the
     successor Escrow Agent, less Escrow Agent's fees, costs and expenses or
     other obligations owed to Escrow Agent, or hold such Escrow Property (or
     any portion thereof), pending distribution, until all such fees, costs and
     expenses or other obligations are paid.

     (d) Upon delivery of the Escrow Property to successor Escrow Agent, Escrow
     Agent shall have no further duties, responsibilities or obligations
     hereunder.

11.  (a) In the event of any ambiguity or uncertainty hereunder or in any
     notice, instruction or other communication received by Escrow Agent
     hereunder, Escrow Agent may, in its sole discretion, refrain from taking
     any action other than retain possession of the Escrow



                                       7
<PAGE>

     Property, unless Escrow Agent receives written instructions, signed by all
     Depositors, which eliminates such ambiguity or uncertainty.

     (b) In the event of any dispute between or conflicting claims by or among
     the Depositors and/or any other person or entity with respect to any Escrow
     Property, Escrow Agent shall be entitled, in its sole discretion, to refuse
     to comply with any and all claims, demands or instructions with respect to
     such Escrow Property so long as such dispute or conflict shall continue,
     and Escrow Agent shall not be or become liable in any way to the Depositors
     for failure or refusal to comply with such conflicting claims, demands or
     instructions. Escrow Agent shall be entitled to refuse to act until, in its
     sole discretion, either (i) such conflicting or adverse claims or demands
     shall have been determined by a final order, judgment or decree of a court
     of competent jurisdiction, which order, judgment or decree is not subject
     to appeal, or settled by agreement between the conflicting parties as
     evidenced in a writing satisfactory to Escrow Agent or (ii) Escrow Agent
     shall have received security or an indemnity satisfactory to it sufficient
     to hold it harmless from and against any and all Losses which it may incur
     by reason of so acting. Escrow Agent may, in addition, elect, in its sole
     discretion, to commence an interpleader action or seek other judicial
     relief or orders as it may deem, in its sole discretion, necessary. The
     costs and expenses (including reasonable attorneys' fees and expenses)
     incurred in connection with such proceeding shall be paid by, and shall be
     deemed a joint and several obligation of, the Depositors.

12.  This Agreement shall be interpreted, construed, enforced and administered
     in accordance with the internal substantive laws (and not the choice of law
     rules) of the State of New York. Each of the Depositors hereby submits to
     the personal jurisdiction of and each agrees that all proceedings relating
     hereto shall be brought in courts located within the City and State of New
     York or elsewhere as Escrow Agent may select. Each of the Depositors hereby
     waives the right to trial by jury and to assert counterclaims in any such
     proceedings. To the extent that in any jurisdiction any Depositor may be
     entitled to claim, for itself or its assets, immunity from suit, execution,
     attachment (whether before or after judgment) or other legal process, each
     hereby irrevocably agrees not to claim, and hereby waives, such immunity.
     Each Depositor waives personal service of process and consents to service
     of process by certified or registered mail, return receipt requested,
     directed to it at the address last specified for notices hereunder, and
     such service shall be deemed completed ten (10) calendar days after the
     same is so mailed.

13.  Except as otherwise permitted herein, this Escrow Agreement may be modified
     only by a written amendment signed by all the parties hereto, and no waiver
     of any provision hereof shall be effective unless expressed in a writing
     signed by the party to be charged.

14.  The rights and remedies conferred upon the parties hereto shall be
     cumulative, and the exercise or waiver of any such right or remedy shall
     not preclude or inhibit the exercise of any additional rights or remedies.
     The waiver of any right or remedy hereunder shall not preclude the
     subsequent exercise of such right or remedy.

15.  Each Depositor hereby represents and warrants (a) that this Escrow
     Agreement has been duly authorized, executed and delivered on its behalf
     and constitutes its legal, valid and binding obligation and (b) that the
     execution, delivery and performance of this Escrow Agreement by Depositor
     do not and will not violate any applicable law or regulation.

16.  The invalidity, illegality or unenforceability of any provision of this
     Agreement shall in no way affect the validity, legality or enforceability
     of any other provision; and if any



                                       8
<PAGE>

     provision is held to be enforceable as a matter of law, the other
     provisions shall not be affected thereby and shall remain in full force and
     effect.

17.  This Agreement shall constitute the entire agreement of the parties with
     respect to the subject matter and supersedes all prior oral or written
     agreements in regard thereto.

18.  This Agreement shall terminate upon the distribution of all Escrow Property
     from the Account. The provisions of these Terms and Conditions shall
     survive termination of this Escrow Agreement and/or the resignation or
     removal of the Escrow Agent.

19.  No printed or other material in any language, including prospectuses,
     notices, reports, and promotional material which mentions "The Bank of New
     York" by name or the rights, powers, or duties of the Escrow Agent under
     this Agreement shall be issued by any other parties hereto, or on such
     party's behalf, without the prior written consent of Escrow Agent.

20.  The headings contained in this Agreement are for convenience of reference
     only and shall have no effect on the interpretation or operation hereof.

21.  This Escrow Agreement may be executed by each of the parties hereto in any
     number of counterparts, each of which counterpart, when so executed and
     delivered, shall be deemed to be an original and all such counterparts
     shall together constitute one and the same agreement.

22.  The Escrow Agent does not have any interest in the Escrowed Property
     deposited hereunder but is serving as escrow holder only and having only
     possession thereof. Gentium shall pay or reimburse the Escrow Agent upon
     request for any transfer taxes or other taxes relating to the Escrowed
     Property incurred in connection herewith and shall indemnify and hold
     harmless the Escrow Agent any amounts that it is obligated to pay in the
     way of such taxes. Any payments of income from this Escrow Account shall be
     subject to withholding regulations then in force with respect to United
     States taxes. The parties hereto will provide the Escrow Agent with
     appropriate W-9 forms for tax I.D., number certifications, or W-8 forms for
     non-resident alien certifications. It is understood that the Escrow Agent
     shall be responsible for income reporting only with respect to income
     earned on investment of funds which are a part of the Escrowed Property and
     is not responsible for any other reporting. This paragraph and paragraph
     (9) shall survive notwithstanding any termination of this Escrow Agreement
     or the resignation of the Escrow Agent.


     IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement to
be executed by a duly authorized officer as of the day and year first written
above.



                           THE BANK OF NEW YORK, as Escrow Agent



                           By:______________________________
                              Name:
                              Title:


                                       9
<PAGE>



Depositor:

Gentium S.p.A.

By:____________________________
   Name:  Cary Grossman
   Title: Executive Vice President
          and Chief Financial Officer



                                       10
<PAGE>



Depositor:

Investor:

_______________________________
                 (Print Name)

By:____________________________

   Name:
   Title:



                                       11