0001193125-09-165574 Sample Contracts

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 5th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California

THIS AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, dated as of August 4, 2009 (this “Amendment”), is entered into by and among the undersigned to amend the SECURITIES PURCHASE AGREEMENT, dated as of January 20, 2009 (as the same may be amended, restated or otherwise modified and in effect from time to time, the “Securities Purchase Agreement”), by and among Anesiva, Inc., a Delaware corporation (the “Company”), and the investors from time to time party thereto (each an “Investor” and collectively, the “Investors”) and each of the securities issued pursuant thereto. Unless defined herein, capitalized terms used herein shall have the meanings provided to such terms in the Securities Purchase Agreement.

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REINVESTMENT AGREEMENT
Reinvestment Agreement • August 5th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California

THIS REINVESTMENT AGREEMENT, dated as of August 4, 2009 (this “Agreement”), is entered into by and among Anesiva, Inc., a Delaware corporation (the “Company”), Arcion Therapeutics, Inc., a Delaware corporation (“Arcion”), and the undersigned investors (each an “Investor” and collectively, the “Investors”). Unless defined herein, capitalized terms used herein shall have the meanings provided to such terms in the below referenced Securities Purchase Agreement.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 5th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of August 4, 2009, by and among ANESIVA, INC., a Delaware corporation (the “Company”) and the persons identified on Schedule A hereto (collectively, the “Shareholders,” and each individually, a “Shareholder”).

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