0001193125-07-264265 Sample Contracts

11,111,111 Shares of Common Stock Anesiva, Inc. (a Delaware corporation) Common Stock Underwriting Agreement
Underwriting Agreement • December 13th, 2007 • Anesiva, Inc. • Pharmaceutical preparations • New York

Anesiva, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule I annexed hereto (the “Underwriters”) an aggregate of 11,111,111 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,234,568 additional shares (the “Optional Shares”) of its Common Stock as set forth below. The Firm Shares and the Optional Shares are herein collectively called the “Offered Securities.”

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