Exhibit 4.4
AMENDMENT NO. 1 TO WARRANT TO
PURCHASE STOCK
THIS AMENDMENT NO. 1
TO WARRANT TO PURCHASE STOCK (this “Amendment
No. 1”) is made this [
] by and between Anesiva, Inc., a Delaware corporation (the
“Company”) and [
] (“Holder”).
WHEREAS, Holder is the holder of a
certain Warrant to Purchase Stock dated as of September 30,
2008 issued by the Company (the “Warrant’);
and
WHEREAS, Holder and the Company are
parties to that certain Loan and Security Agreement dated as of
September 30, 2008 (as amended, the “Loan
Agreement”) among the Company, Holder, Compass Horizon
Funding Company LLC and Oxford Finance Corporation (Holder, Compass
Horizon Funding Company LLC and Oxford Finance Corporation are
referred to hereinafter collectively as the “Lenders”);
and
WHEREAS, the Company and the Lenders
entered into that certain letter agreement dated November 10,
2008 respecting payoff by the Company of the amounts outstanding
under the Loan Agreement (the “Payoff Letter”);
and
WHEREAS, in connection with certain
agreements among the Company and the Lenders in respect of the Loan
Agreement, the parties hereto desire to amend the Warrant in the
manner hereinafter set forth;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Amendment of Warrant .
Effective upon (i) the Lenders’ actual receipt from the
Company in full of their respective End of Term Payments (as
defined
