EXHIBIT B Pledge, Security and Collateral Agent AgreementSecurities Purchase Agreement • February 2nd, 2009 • Interwest Partners Viii Lp • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is made as of the 20th day of January, 2009 (the “Effective Date”), by and among Anesiva, Inc., a Delaware corporation (the “Company”), and the investors set forth on Schedule 1 hereto (each an “Investor” and collectively, the “Investors”).
September 23, 2005 Corgentech Inc. 650 Gateway Boulevard S. San Francisco, CA 94080 Ladies and Gentlemen:Interwest Partners Viii Lp • December 27th, 2005 • Pharmaceutical preparations
The letter agreement is delivered by the undersigned in connection with the merger pursuant to terms of an Agreement and Plan of Merger dated as of September 23, 2005 (the “Merger Agreement”) by and among Corgentech Inc. (“Parent”), Element Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and of AlgoRx Pharmaceuticals, Inc. (“AlgoRx”) with and into Sub (the “Merger”). Pursuant Section 5.7(d) of the Agreement, in order to induce Parent to enter into the Agreement, AlgoRx has agreed to cause its officers, directors and affiliates (including affiliated funds), to execute and deliver letter agreements in the form hereof. The undersigned is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of shares of Common Stock, $0.001 par value per share, of Parent (the “Parent Common Stock”).
ESCROW AGREEMENTEscrow Agreement • December 27th, 2005 • Interwest Partners Viii Lp • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of December 15, 2005, by and among Corgentech, Inc., a Delaware corporation (“Corgentech”), Mellon Investor Services, as Escrow Agent (“Escrow Agent”) and Joseph Marr, as Stockholder Representative (“Representative”) of the Participating Stockholders.
EXHIBIT C Form of GuarantyInterwest Partners Viii Lp • February 2nd, 2009 • Pharmaceutical preparations
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO SALE, PLEDGE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
