Form of Warrant to purchase shares of common stock of Anesiva, Inc.



 Exhibit 4.3 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW,
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 WARRANT TO PURCHASE STOCK 

Company: Anesiva, Inc., a Delaware corporation 
 Number of Shares:
[            ], subject to adjustment 
 Class of Stock: Common Stock, $0.001 par value per
share 
 Warrant Price: $1.6759, subject to adjustment 
 Issue
Date: September 30, 2008 
 Expiration Date: September 29, 2018 

	Credit Facility: 	This Warrant is issued in connection with that certain Loan and Security Agreement of even date herewith among Oxford Finance Corporation, CIT Healthcare, LLC, Compass Horizon
Funding Company LLC and the Company. 

 THIS WARRANT CERTIFIES THAT, for good and valuable consideration,
[            ] (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to
purchase the number of fully paid and nonassessable shares (the “Shares”) of the above-stated class of stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth
above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. 
 ARTICLE 1. EXERCISE. 
 1.1 Method of Exercise. Holder may exercise this Warrant, in whole or in part and from time to
time, by delivering the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in
Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 
 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole
or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the
fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3. 







 1.3 Fair Market Value. If the Company’s common stock is traded in a public market, the fair
market value of a Share shall be the closing price of a share of common stock reported for the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is
not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 
 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, and in all events within five (5) days
thereafter, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 
 1.5 Replacement of Warrants or Stock Certificates. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant or any stock certificate evidencing Shares issued upon any exercise or conversion hereof, and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company, or, in the case of mutilation, on surrender and cancellation of this Warrant or such stock certificate, the Company shall execute and deliver, in lieu of this Warrant or such stock certificate, a new warrant or stock certificate of
like tenor. 
 1.6 Treatment of Warrant Upon Acquisition of Company. 
 1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, license, or other
disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, merger or sale of outstanding capital stock of the Company where the holders of the Company’s securities before the transaction
beneficially own less than a majority of the outstanding voting securities of the surviving entity after the transaction. 
 1.6.2 Treatment of Warrant at Acquisition. 
 A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition
in which the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if
Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 
  

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 B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms
length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its
conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the
Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable
information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. 
 C) Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume the
obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on
the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. 
 As used in this
Article 1.6, “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten percent (10%) or more of the stock of Company, any person or entity that controls or is controlled by or is under common
control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable. 
 ARTICLE 2. ADJUSTMENTS TO THE SHARES. 
 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend
on the outstanding shares of the Class payable in common stock or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder
would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares
purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares,
the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. 
 2.2 Reclassification,
Exchange, Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be
entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange,
substitution, or other event. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as
a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of 

  

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this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to
successive reclassifications, exchanges, substitutions, or other events. 
 2.3 [Intentionally Omitted]. 
 2.4 No Impairment. The Company shall not, by amendment of its Amended and Restated Certificate of Incorporation (the “Restated
Certificate”) or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s
rights under this Article against impairment. 
 2.5 Fractional Shares. No fractional Share shall be issuable upon exercise or
conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share
interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share. 
 2.6
Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish
Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price, Class
and number of Shares in effect upon the date thereof and the series of adjustments leading to such Warrant Price, Class and number of Shares. 
 ARTICLE 3.
REPRESENTATIONS AND COVENANTS OF THE COMPANY. 
 3.1 Representations and Warranties. The Company represents and warrants to, and
agrees with, the Holder as follows: 
 (a) All Shares which may be issued upon the exercise of the purchase right represented
by this Warrant have been duly and validly reserved for issuance upon exercise of this Warrant and shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions
on transfer provided for herein or under applicable federal and state securities laws. 
 (b) The rights, privileges and
restrictions granted to or imposed upon the holders of the Shares are as set forth in Restated Certificate. 
  

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 (c) The execution and delivery of this Warrant does not, and the issuance of Shares upon
exercise of this Warrant in accordance with the terms hereof will not, violate the Restated Certificate or the Company’s Amended and Restated Bylaws; does not and will not violate any law, governmental rule or regulation, judgment or order
applicable to the Company; and does not and will not conflict with or violate any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which the Company is a party or by which it is bound or require
the consent or approval of, the giving of notice to, the registration or filing with or the taking of any action in respect of or by any federal, state or local government authority or agency or other person, except for the filing of notices
pursuant to federal and state securities laws, which filings will be effected by the time required thereby. 
 (d) There are
no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company in any court or before any governmental commission, board or authority which, if adversely determined, could have a
material adverse effect on the ability of the Company to perform its obligations under this Warrant. 
 (e) The number of
shares of common stock of the Company outstanding on the Issue Date, on a fully diluted basis (assuming the conversion of all outstanding convertible securities and the exercises of all outstanding options and warrants) does not exceed 45,036,671
shares. 
 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon the
outstanding shares of the same class and series as the Shares, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription or sale pro rata to the holders of the outstanding
shares of the same class and series as the Shares any additional shares of any class or series of the Company’s stock; (c) to effect any reclassification, reorganization or recapitalization of any of its stock; or (d) to effect an
Acquisition or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall give Holder written notice thereof at the same time and in the same manner as the Company gives written notice thereof to the holders of
the outstanding shares of the Class. 
 3.3 Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares
shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in that certain Registration Rights Agreement of even date herewith among the Company, Oxford Finance Corporation, Compass Horizon Funding
Company LLC and CIT Healthcare LLC, as amended and in effect from time to time. 
 3.4 No Shareholder Rights. Except as provided in
this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant. Notwithstanding the foregoing, the Company will transmit to Holder such information, documents and reports as are generally distributed
to the holders of Common Stock concurrently with the distribution thereof to such stockholders, including without limitation the notices the Company must distribution pursuant to Article 3.2 above. 
  

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 ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as
follows: 
 4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder will
be acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of
acquiring this Warrant or the Shares. 
 4.2 Disclosure of Information. Holder has received or has had full access to all the
information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from
the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort
or expense) necessary to verify any information furnished to Holder or to which Holder has access. 
 4.3 Investment Experience.
Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic
risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant
and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character,
business acumen and financial circumstances of such persons. 
 4.4 Accredited Investor Status. Holder is an “accredited
investor” within the meaning of Regulation D promulgated under the Act. 
 4.5 The Act. Holder understands that this Warrant and
the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment
intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities
laws, or unless exemption from such registration and qualification are otherwise available. 
 ARTICLE 5. MISCELLANEOUS. 
 5.1 Term: This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date. 
 5.2 Legends. This Warrant and the Shares shall be imprinted with a legend in substantially the following form: 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE
PROVISIONS OF ARTICLE 5 OF THAT 

  

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CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO COMPASS HORIZON FUNDING COMPANY LLC DATED AS OF SEPTEMBER 30, 2008, MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE
OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. 
 5.3 Compliance with Securities Laws on Transfer. This Warrant and
the Shares issuable upon exercise of this Warrant may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the
delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to any
affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. 
 5.4 Transfer Procedure. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant to any
transferee, provided, however, in connection with any such transfer, Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will
surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). 
 5.5 Notices. All notices and
other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid (or on the first business day after transmission
by facsimile), such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time. All notices to Holder shall be addressed as follows until the Company receives notice of
a change of address in connection with a transfer or otherwise: 
 ___________________________ 
 Attn: ______________________ 
 ___________________________ 
 ___________________________ 
 Facsimile: __________________ 
 Notice to the
Company shall be addressed as follows until Holder receives notice of a change in address: 
 Anesiva, Inc. 
 Attn: Chief Financial Officer 
 650 Gateway
Boulevard 
 South San Francisco, CA 
 Telephone: 650-246-6891 
 Facsimile: 650-871-5603 
  

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 5.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only
by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 
 5.7
Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such
dispute, including reasonable attorneys’ fees. 
 5.8 Automatic Conversion upon Expiration. In the event that, upon the
Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Article 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall
automatically be deemed on and as of such date to be converted pursuant to Article 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a
certificate representing the Shares (or such other securities) issued upon such conversion to Holder. 
 5.9 Counterparts. This
Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. 
 5.10 Governing Law.
This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to its principles regarding conflicts of law. 
 5.11 Binding Effect on Successors. Subject to the provisions of Article 1.6 hereof, this Warrant shall be binding upon any entity succeeding the
Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets, and all obligations of the Company relating to the Shares issuable upon the exercise or conversion of this Warrant shall survive the exercise
or conversion of this Warrant and all of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of Holder. 
 5.12 Severability. The invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect
any other provision of this Warrant, which shall remain in full force and effect. 
 [signature page follows] 
  

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	“COMPANY”
	
	ANESIVA, INC.
		
	By:	 	 
		
	Name:	 	 
		 	(Print)
	Title:	 	
	
	“HOLDER”
	
	_______________________
		
	By:	 	 
		
	By:	 	 
		
	Name:	 	
		
	Title:	 	

 Signature Page to Warrant 







 APPENDIX 1 
 NOTICE OF EXERCISE 
 1. Holder elects to purchase
             shares of the Common/Series              Preferred [strike one] Stock of
             pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full. 
 [or] 
 1. Holder elects to convert the
attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for              of the Shares covered by the Warrant. 

[Strike paragraph that does not apply.] 
 2. Please issue a certificate or certificates representing the Shares in the name specified below: 
 _________________________________________ 
 Holders Name 
 _________________________________________ 
 _________________________________________ 
 (Address) 
 3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Article 4 of the
Warrant as of the date hereof. 
  

			
	HOLDER:
	
	_________________________
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 
		
	(Date):