UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 12/0315/2009

ANESIVA, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-50573

Delaware		77-0503399
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

400 Oyster Point, Suite 502

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650) 624-9600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On December 315, 2009, Anesiva, Inc. ("Anesiva") entered into an ~~Asset~~amendment ~~Purchase Agreement~~ (the "~~Agreement~~Amendment") ~~which,~~to ~~among~~the ~~other~~secured ~~things,~~note ~~assigned~~purchase ~~Anesiva's~~agreement ~~rights under~~ (the ~~Revised License~~ "Agreement") with ~~PowderJect~~Arcion ~~Technologies~~Therapeutics, ~~Ltd~~Inc. ("~~PowderJect~~Arcion"), dated ~~November~~May 3018, 2009, ~~and~~ ~~sold~~as ~~certain~~amended ~~assets~~by ~~related~~the toFirst ~~Zingo~~Amendment ~~to Powder Pharmaceuticals, Inc.~~ (the "~~Powder~~First ~~Pharma~~Amendment") thereto, ~~and~~dated ~~Lee's~~as ~~Pharmaceuticals~~of ~~(HK)~~September ~~Limited~~17, ~~(Lee's~~2009, ~~Pharma)~~which, among other things, increases the ~~guarantor~~aggregate ofcommitment ~~Powder~~underlying ~~Pharma~~the ~~under~~note issued to Arcion pursuant to the Agreement by $43,000 (the "Note"). ~~Under~~ A description of the material terms of the Agreement, and the ~~total~~note ~~purchase~~issued ~~price~~to ofArcion ~~the~~on ~~Zingo-related~~May ~~assets~~18, 2009 was ~~approximately~~previously ~~$2.7~~disclosed ~~million~~under ~~with~~Item ~~full~~1.01 ~~payment~~of ~~contingent~~Anesiva's onCurrent ~~the~~Report ~~delivery~~on ofForm ~~certain~~8-K ~~assets~~filed towith ~~Powder~~the ~~Pharma~~Securities and ~~Lee's~~Exchange ~~Pharma~~Commission by(the ~~January~~"SEC") 31on May 22, 2009, and is incorporated by reference herein. ~~Powder~~A ~~Pharma~~description ~~and~~of ~~Lee's~~the ~~Pharma~~material ~~have~~terms of the ~~right~~First toAmendment ~~terminate~~and the ~~Agreement~~note ifissued ~~Anesiva~~on ~~fails~~September to17, ~~complete~~2009 ~~the~~was ~~proposed~~previously ~~merger~~disclosed ~~(the~~under ~~"Merger")~~Item 1.01 of ~~Arca~~Anesiva's ~~Acquisition~~Current ~~Corporation~~Report ~~("Arca"),~~on aForm ~~wholly~~8-~~owned~~K ~~subsidiary~~filed ofwith ~~Anesiva~~the SEC on September 18, 2009, and ~~Arcion~~is ~~Therapeutics,~~incorporated ~~Inc.~~by ~~("Arcion"),~~reference ~~pursuant~~herein. toThe ~~that~~Amendment ~~certain~~contains ~~Agreement~~various representations and ~~Plan~~warranties, solely for the benefit of ~~Merger,~~the ~~dated~~parties ~~August~~to 4,such ~~2009~~Amendment, ~~among~~and ~~Anesiva,~~may ~~Arca~~be ~~and~~subject ~~Arcion~~to ~~and,~~limitations ~~with~~agreed ~~respect~~upon toby ~~only~~the ~~Articles~~contracting Vparties, ~~and~~including IXbeing ofqualified by confidential disclosures exchanged between the ~~agreement,~~parties ~~each~~in connection with the execution of the ~~Arcion~~Amendment. ~~stockholders~~The ~~listed~~representations onand ~~Schedule~~warranties Imay ~~thereto.~~have Inbeen made for the ~~event~~purposes of ~~such~~allocating acontractual ~~termination,~~risk ~~Anesiva~~between ~~shall~~the ~~return~~parties ~~any~~to ~~payment~~the ~~already~~Amendment ~~made~~instead of establishing these matters as facts, and ~~Powder~~may ~~Pharma~~be ~~shall~~subject ~~return~~to ~~any~~standards ~~assets~~of ~~received~~materiality ~~pursuant~~applicable to the ~~Agreement.The~~contracting ~~foregoing~~parties isthat adiffer ~~summary~~from ofthose ~~the~~applicable ~~Agreement~~to investors. ItInvestors isand ~~qualified~~security inholders ~~its~~(other ~~entirety~~than byArcion) are not third-party beneficiaries under the ~~text~~Amendment ofand should not rely on the ~~Agreement~~representations, awarranties ~~copy~~and ofcovenants ~~which~~or ~~will~~any bedescriptions ~~filed~~thereof as ancharacterizations ~~exhibit~~of tothe ~~Anesiva's~~actual ~~annual~~state ~~report~~of onfacts ~~Form~~or ~~10-K~~condition ~~for~~of ~~the~~Anesiva ~~year~~or ~~ended~~any ~~December~~of ~~31,~~its ~~2009.On~~subsidiaries ~~December~~or 3,affiliates. ~~2009~~Moreover, ~~Anesiva~~information ~~entered~~concerning ~~into~~the asubject ~~Deed~~matter of ~~Novation (~~the ~~"Novation")~~representations ~~with~~and ~~Particle~~warranties ~~Therapeutics~~may ~~Limited~~change ~~("Particle")~~after ~~and~~the ~~Powder~~date ~~Pharma~~of the Amendment, ~~novating~~which ~~the~~subsequent ~~License~~information ~~Agreement~~may ~~between~~or ~~Particle~~may ~~and~~not ~~Anesiva~~be ~~dated~~fully ~~August~~reflected ~~29,~~in ~~2007~~Anesiva's ~~and~~public ~~the~~disclosures.Dr. ~~Material~~Arnold ~~Transfer~~L. ~~Evaluation~~Oronsky ~~Agreement~~serves ~~("MTEA")~~on ~~dated~~Anesiva's ~~May~~board ~~27,~~of ~~2008.~~directors ~~Pursuant~~and toon the ~~License~~board ~~Agreement,~~of ~~Particle~~directors ~~licensed~~of ~~certain~~Arcion. ~~intellectual~~He ~~property~~is ~~rights~~also ~~from~~a ~~Anesiva~~general inpartner ~~order~~of toInterWest ~~develop~~Partners, ~~and~~an ~~commercialize~~affiliate astockholder ~~novel~~of ~~system~~Anesiva ~~for~~and ~~delivering~~a ~~glucagon~~stockholder toof ~~diabetic~~Arcion. ~~patients~~Dr. ~~The~~James ~~Novation~~Campbell, ~~among~~who ~~other~~served ~~things~~on Anesiva's board of directors from June 29, ~~(i)~~2007 ~~novated~~to ~~all~~December of19, ~~the~~2008, ~~rights~~is ~~and~~a ~~obligations~~licensor of technology used in Anesiva's ~~pursuant~~product, toAdlea and is currently the ~~License~~chief ~~Agreement~~executive officer of Arcion and ~~MTEA~~executive toin ~~Powder~~residence ~~Pharma~~at asInterWest Partners. A special committee of the ~~effective~~board ~~date~~ of directors approved the ~~Novation~~transactions contemplated by the Amendment.Anesiva and Arcion are parties to the proposed merger (iithe "Merger") ~~released~~of Arca Acquisition Corporation ("Arca"), a wholly-owned subsidiary of Anesiva, ~~from~~and ~~any~~Arcion, pursuant to that certain Agreement and ~~all~~Plan ~~obligations~~of Merger, ~~whether~~dated ~~occurring~~August ~~prior~~4, 2009, among Anesiva, Arca, Arcion and, with respect to orArticles ~~after~~V ~~the~~and ~~effective~~IX ~~date~~only of the ~~Novation~~agreement, ~~pursuant~~each toof the ~~License~~Arcion ~~Agreement~~stockholders ~~and~~listed ~~MTEA.~~on Schedule I thereto.The foregoing is a summary description of the ~~Novation~~terms and conditions of the Amendment and the Note and by its nature is incomplete. It is qualified in its entirety by the text of the ~~agreement,~~Amendment aand ~~copy~~the Note, copies of which will be filed as anexhibits ~~exhibit~~ to Anesiva's annual report on Form 10-K for the ~~year~~yeah ended December 31, 2009.

~~The~~ Item ~~foregoing is a summary of the Novation~~2.03. Creation ~~It is qualified in its entirety by the text~~ of ~~the agreement,~~ a ~~copy~~Direct ofFinancial ~~which~~Obligation ~~will~~or bean ~~filed~~Obligation asunder an ~~exhibit to Anesiva's annual report on Form 10~~Off-KBalance ~~for~~Sheet ~~the~~Arrangement ~~year~~of ~~ended~~a ~~December 31, 2009.~~ Registrant

On The ~~December~~disclosure 3,set ~~2009,~~forth ~~Anesiva~~under ~~entered~~Item ~~into an Assignment Agreement (the "Assignment") with Sigma-Tau Industrie Farmaceutiche Riunite S~~1.~~p.A.~~01 ~~("Sigma-Tau")~~relating ~~and Powder Pharma, assigning the License Agreement between Anesiva and Sigma-Tau dated February 4, 2008, as amended, April 15, 2008. Under the License Agreement, Sigma-Tau was~~ to ~~promote and distribute~~ the ~~Zingo~~Amendment ~~product within various territories in Europe. The Assignment, among other things, (i) assigned the entire right, title, interest~~ and ~~obligations of Anesiva pursuant to~~ the ~~License~~Note ~~Agreement~~are tohereby ~~Powder~~incorporated ~~Pharma~~by asreference ofinto ~~the~~this ~~effective~~Item ~~date of the Assignment and (ii) released Anesiva and Sigma-Tau from any and all obligations pursuant to the License Agreement occurring prior to the effective date of the Assignment~~2. 03.

~~The~~ Item ~~foregoing is a summary of the Assignment~~3.02. Unregistered ItSales ~~is qualified in its entirety by the text~~ of ~~the~~Equity ~~agreement, a copy of which will be filed as an exhibit to Anesiva's annual report on Form 10-K for the year ended December 31, 2009.~~Securities

On The ~~December~~Note 3,described ~~2009,~~in ~~Anesiva~~Item ~~entered~~1.01 ~~into~~above anwas ~~Assignment~~offered ~~with Lee's Pharma~~ and ~~Powder~~sold ~~Pharma,~~in ~~assigning~~reliance on the ~~License~~exemptions ~~and~~provided ~~Distribution~~by ~~Agreement~~Section ~~between~~4(2) ~~Anesiva~~of ~~and~~the ~~Lee's~~Securities ~~Pharma~~Act ~~dated~~of ~~July 21~~1933, ~~2008.~~as ~~Under~~amended by the ~~License~~Amendment, and ~~Distribution~~Rule ~~Agreement,~~506 ~~Lee's~~under ~~Pharma~~Regulation ~~was~~D topromulgated ~~market~~thereunder and ~~sell~~in ~~the~~reliance ~~Zingo~~on ~~product~~similar inexemptions aunder ~~number~~applicable ofstate ~~Asian territories~~laws. The ~~Assignment~~Agreement, ~~among~~as ~~other things~~amended, ~~(i)~~contains ~~assigned~~representations ~~the~~to ~~entire~~support ~~right,~~Anesiva's ~~title,~~reasonable ~~interest~~belief ~~and~~that ~~obligations~~Arcion ofhad ~~Anesiva~~access ~~pursuant~~ to ~~the~~information ~~License~~concerning ~~and~~its ~~Distribution~~operations ~~Agreement~~and tofinancial ~~Powder~~condition, ~~Pharma~~that asArcion ofis acquiring the ~~effective~~Note ~~date~~for ofits ~~the~~own ~~Assignment~~account and ~~(ii)~~not ~~released~~with ~~Anesiva~~a ~~and~~view ~~Lee's~~to ~~Pharma~~the ~~from~~distribution ~~any~~thereof, and ~~all~~that ~~obligations~~Arcion ~~pursuant~~is toan ~~the~~"accredited ~~License~~investor" ~~and~~as ~~Distribution~~defined ~~Agreement~~by ~~occurring~~Rule ~~prior~~501 topromulgated ~~the~~under ~~effective date of~~ the ~~Assignment~~Securities Act.

~~The~~ Item ~~foregoing is a summary of the Assignment~~3.03. Material ItModifications isto ~~qualified~~Rights ~~in its entirety by the text~~ of ~~the~~Security ~~agreement, a copy of which will be filed as an exhibit to Anesiva's annual report on Form 10-K for the year ended December 31, 2009.~~Holders

~~Item~~Under ~~1.02. Termination~~the terms of athe ~~Material~~Agreement, ~~Definitive~~as ~~Agreement~~amended by the Amendment, while the Note remains outstanding, the consent of Arcion will be required for Anesiva to declare or pay any dividends or redeem any of its equity securities, other than dividends payable solely in common stock of the Anesiva or in connection with benefit plans.

The disclosures set forth under Item 1.01 are hereby incorporated by reference into this Item 1.02.

Item 2.01. Completion of Acquisition or Disposition of Assets

The disclosures set forth under Item 1.01 are hereby incorporated by reference into this Item 2.01. Anesiva accounted for the assets referenced in the Agreement as part of discontinued operations noted in Anesiva's annual report on Form 10-K for the year ended December 31, 2008 as filed with the SEC on March 25, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ANESIVA, INC.
Date: December 09, 2009	By:	/s/ John H. Tran
Date: December 18, 2009	By:	/s/ John H. Tran
		John H. Tran
		Vice President, Finance & Chief Accounting Officer

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