Cooperative Joint Venture Contract, Dated October 11, 2007

EXHIBIT 10.57

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

COOPERATIVE JOINT VENTURE CONTRACT

COOPERATIVE JOINT VENTURE CONTRACT

For the establishment of

WANBANG ANESIVA (JIANGSU) PHARMACEUTICAL CO., LTD.

Among

ANESIVA, INC.

and Lau, Yat Ming

and

WANBANG BIOPHARMACEUTICAL CO., LTD.

DATED October 11, 2007

Confidential

COOPERATIVE JOINT VENTURE CONTRACT

TABLE OF CONTENTS PRELIMINARY STATEMENT 1 ARTICLE 1 DEFINITIONS 1 ARTICLE 2 PARTIES TO THE CONTRACT 4 ARTICLE 3 ESTABLISHMENT OF THE CJV 5 ARTICLE 4 THE PURPOSE, SCOPE AND SCALE OF OPERATION AND THE BUSINESS PLAN 6 ARTICLE 5 TOTAL INVESTMENT AND REGISTERED CAPITAL 7 ARTICLE 6 RESPONSIBILITIES OF THE PARTIES 10 ARTICLE 7 BOARD OF DIRECTORS 14 ARTICLE 8 SUPERVISOR 16 ARTICLE 9 OPERATION AND MANAGEMENT 17 ARTICLE 10 LABOR MANAGEMENT 18 ARTICLE 11 FINANCIAL AFFAIRS AND ACCOUNTING 19 ARTICLE 12 TAXATION AND INSURANCE 22 ARTICLE 13 CONFIDENTIALITY 22 ARTICLE 14 THE JOINT VENTURE TERM 24 ARTICLE 15 TERMINATION AND LIQUIDATION 24 ARTICLE 16 BREACH OF CONTRACT 26 ARTICLE 17 FORCE MAJEURE 27 ARTICLE 18 DISPUTE RESOLUTION 27 ARTICLE 19 APPLICABLE LAW 28 ARTICLE 20 MISCELLANEOUS PROVISIONS 28 APPENDIX I BUSINESS STRATEGY PLAN i

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

COOPERATIVE JOINT VENTURE CONTRACT


COOPERATIVE JOINT VENTURE CONTRACT THIS COOPERATIVE JOINT VENTURE CONTRACT (the " Contract" ) is entered into as of October 11, 2007 between the following parties (each a " Party" and collectively the " Parties" ) and effective as of the date it is approved by the Approval Authority defined below:

(1) Anesiva, Inc. , a company incorporated under the laws of Delaware, whose principal office is at 650 Gateway Boulevard, South San Francisco, California 94080, United States (" Anesiva" );

(2) Lau, Yat Ming, a [*] citizen with ID number of [*], whose address is at [*]; and (3) Wanbang Biopharmaceutical Co., Ltd. , a joint stock company incorporated under the laws of China, whose principal office is at No.6, Yangshan Road, Jinshanqiao Economic Development Zone, Xuzhou of Jiangsu Province, China (" Wanbang" ).

PRELIMINARY STATEMENT In accordance with the Law of the People' s Republic of China on Sino-Foreign Cooperative Joint Ventures and its Implementing Measures (the " Cooperative Joint Venture Law" ), and other relevant Chinese laws and regulations adopted in principal place of the cooperative joint venture, the Parties on the basis of mutual respects and benefits, have agreed to establish a Sino-Foreign Cooperative Joint Venture pursuant to the terms and conditions of this Contract.

ARTICLE 1 DEFINITIONS Unless the terms or context of this Contract otherwise provided, the following terms shall have the meanings set out below: 1.1" Affiliate" means, in relation to a Party, any company or entity which, through ownership of voting stock (shares), membership interests, or otherwise, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the Party.

1.2" Approval Authority" shall mean the Ministry of Commerce and/or its local branch offices, or other government entities required by Chinese Law to grant approval to the Contract.

1.3" Articles of Association" shall mean the Articles of Association of the CJV executed on October 11, 2007, by the Parties.

1.4" Board" shall mean the board of Directors of the CJV.

1.5" Business Day" shall mean a date on which major banks are open in both Beijing and San Francisco. For avoidance of doubt, an official holiday in either city shall not be a Business Day.


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COOPERATIVE JOINT VENTURE CONTRACT

1.6" Change of Control" means any of the following: (i) a transaction or series of related transactions in which a person or entity, or a group of related persons or entities, acquires shares of a Party' s capital stock from stockholders of the Party and as a result of such acquisition holds shares representing more than 50% of the outstanding voting power of the Party' s capital stock; (ii) a reorganization, consolidation or merger of the Party with or into any other entity or entities in which the holders of the Party' s outstanding shares immediately before such event do not, immediately after such event retain ownership interests representing a majority of the voting power of the surviving entity or entities of such event as a result of their shareholdings in the Party immediately prior to the event; or (iii) a sale, transfer, exclusive license, or other disposition of all or substantially all of the assets of the Party.

1.7" China" or " PRC" shall mean the People' s Republic of China, exclusive of the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and Taiwan.

1.8" CJV" shall mean the Sino-Foreign Cooperative Joint Venture named Wanbang Anesiva (Jiangsu) Pharmaceutical Co., Ltd., to be formed by the Parties pursuant to this Contract.

1.9" Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. Without limiting the foregoing, for purposes of this Contract, Control is deemed to exist when one entity holds, directly or indirectly, or is the beneficial owner of more than 50% of any class of the equity or stock of another entity or has the ability to appoint a director to the Board of Directors or member manager of another entity or to appoint any management level employee of an entity. " Controlling" and " Controlled" have correlative meanings.

1.10" Director" shall mean any individual who serves as a member of the Board of the CJV. 1.11" Effective Date" shall mean the effective date of this Contract, which shall be the date of the approval issued by the Approval Authority in respect of this Contract and the Articles of Association.

1.12" Facility" or " Facilities" shall mean the manufacturing facilities leased to the CJV pursuant to the Property Leasing Agreement for manufacturing of the Products.

1.13" Regulatory Permits" shall mean permits issued by the competent food and drug administration authorities, including the PRC State Food and Drug Administration, U.S. Food and Drug Administration, the EMEA, and such other regulatory body whose approval is reasonably necessary.

1.14" Supply Agreement" shall mean the Agreement through which Anesiva or a designated Affiliate will (a) supply the CJV with raw materials as required for its production and (b) purchase Products from the CJV.


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COOPERATIVE JOINT VENTURE CONTRACT

1.15" Joint Venture Term" shall mean the term of the CJV as set forth in Article 14. 1.16" Licensed Technology" shall mean the technology defined in the Technology License Agreement. 1.17" GM" shall mean the General Manager of the CJV,

1.18" Management Personnel" shall mean the Chief Financial Officer (" CFO" ), the Chief Quality Officer (" CQO" ), the Chief Production Officer (" CPO" ) and the other management personnel designated as such by the Board.

1.19" Products" shall mean the products produced pursuant to the Supply Agreement. 1.20" Property Leasing Agreement" shall mean the Agreement entered into by Wanbang and the CJV upon the due incorporation of the CJV, leasing to the CJV the properties for its business operations.

1.21" Quality Agreement" shall mean the Agreement related to the quality standards of the products under the Supply Agreement entered into by and between the CJV and Anesiva.

1.22" Regulators" shall mean any and all relevant regulatory authorities, including, but not limited to, the PRC State Food and Drug Administration, the U.S. FDA and the EMEA.

1.23" Renminbi" or " RMB" shall mean the lawful currency of China. 1.24" SAFE" shall mean the State Administration of Foreign Exchange of China and/or its local branch (as appropriate to the context).

1.25" SAIC" shall mean the State Administration of Industry and Commerce of China and/or its local branches (as appropriate to the context).

1.26" Technology License Agreement" shall mean the Agreement entered into by Anesiva, or its designated Affiliate, and the CJV upon the due incorporation of the CJV, granting the CJV a non-exclusive license to use specified technologies of Anesiva.

1.27" U.S." shall mean the United States of America. 1.28" United States Dollars," " U.S. Dollars" and " US$" shall mean the lawful currency of the United States of America.

1.29" Working Personnel" shall mean the employees of the CJV except the Management Personnel.

1.30

" Zingo TM" shall mean Anesiva' s Zingo (lidocaine hydrochloride monohydrafte) powder intradermal injection system.

1.31 Table of Defined Terms. The following capitalized terms are defined in the following Sections of this Contract:

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COOPERATIVE JOINT VENTURE CONTRACT


Term Section

Anesiva Preamble

Anesiva' s Proprietary Technical Support and Consultation a7 6.1(2)

Contract Preamble

Disposing Party a7 5.6(1)

HKIAC a7 18.2(1)

Operating Records a7 6.3(4)

Parties Preamble

Party Preamble

Settlement Meeting a7 18.1

Strategic Business Plan a7 4.3(1)

Third Anniversary a7 5.10

Wanbang Preamble

Wanbang Actual Capital Contribution a7 5.10

Wanbang Third Anniversary Profits a7 5.10

Lau Yat Ming Actual Capital Contribution a7 5.10

Lau Yat Ming Third Anniversary Profits a7 5.10

ARTICLE 2 PARTIES TO THE CONTRACT 2.1 The Parties

The Parties to this Contract are:

(1) Anesiva , an enterprise established in Delaware, USA, with its principal office at 650 Gateway Boulevard, South San Francisco, California 94080, United States.

Legal Representative: Patrick Broderick

Position: Vice President and General Counsel

Nationality: U.S. (2) Lau, Yat Ming, a [*] citizen with ID number of [*], whose address is at [*].

(3) Wanbang , a company incorporated in the PRC, with its registered address at No. 6, Yangshan Road, Jinshanqiao Economic Development Zone, Xuzhou, Jiangsu Province, China

Legal Representative: Li Xianlin

Position: Chairman

Nationality: Chinese 2.2 Representations and Warranties

(1) Each of Anesiva and Wanbang hereby represents and warrants to other Parties that, as of the date of this Contract and as of the Effective Date: a) Such Party is a duly organized, validly existing company and in good standing under the laws of the place of its establishment or incorporation.

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COOPERATIVE JOINT VENTURE CONTRACT

b) Such Party has all requisite power, authority and approval required to enter into this Contract; and upon the Effective Date, will have all requisite power, authority and approval to perform fully each and every obligation under the Contract.

c) Such Party has taken all action necessary to authorize it to enter into this Contract and such Party' s representative whose signature is affixed to this Contract is fully authorized to sign this Contract or other similar documents, and to bind such Party thereby, pursuant to a valid authorization or other such similar instrument. d) Upon the effective date, this Contract shall constitute valid and binding legal obligations of such Party. e) Neither the execution of this Contract, nor the performance of such Party' s obligations under the Contract, will conflict with, or result in a breach of, or constitute a default under, any provision of the articles of incorporation, business license, by-laws or articles of association of such Party, or any law, rule, regulation, authorization or approval of any government agency or body, or any contract or agreement to which it is a party or is subject.

f) There is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, (to the best knowledge of such Party), threatened against such Party with respect to the subject matter of this Contract that would affect in any way such Party' s ability to enter into or perform this Contract. (2) Lau, Yat Ming hereby represents and warrants to other Parties that, as of the date of this Contract and as of the Effective Date: a) He has the legal capacity to execute and perform this Agreement and has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement.

b) This Agreement constitutes his legal, valid and binding obligations enforceable in accordance with its terms; and c) There are currently no disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings relating to him. ARTICLE 3 ESTABLISHMENT OF THE CJV

3.1 Establishment of the CJV

The Parties hereby agree to establish the CJV promptly after the Effective Date in accordance with the Cooperative Joint Venture Law and the provisions of this Contract.


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COOPERATIVE JOINT VENTURE CONTRACT

3.2 Name and Address of the CJV

(1) Name: The name of the CJV shall be in Chinese: and, in English: " Wanbang Anesiva (Jiangsu) Pharmaceutical Co., Ltd."

(2) Address. The legal address of the CJV shall be No. 6, Yangshan Road, Jinshanqiao Economic Development Zone, Xuzhou, Jiangsu Province, China. 3.3 Commencement of Operations

The CJV shall commence operations upon the issuance of its business license.

ARTICLE 4 THE PURPOSE, SCOPE AND SCALE OF OPERATION AND THE BUSINESS PLAN

4.1 The Purpose of Operation

The Parties shall establish the CJV by economic cooperation based on the principle of mutual benefit and mutual profit and for development of technologies for production of pharmaceuticals and medical devices in China. As a result, the Parties hope to achieve satisfactory economic benefits for the Parties.

4.2 The Scope of Operation

The operation shall encompass the production and sale of pharmaceuticals and medical devices and the research and development of related technologies.

4.3 Business Plan

(1) The Parties agree that a [*] strategic business plan (" Strategic Business Plan" ) shall be developed within [*] after the execution date of this Contract. The Strategic Business Plan will be reviewed, revised as necessary, and approved by the Board on an annual basis, at least [*] before the end of each calendar year. (2) The Strategic Business Plan shall address the following items:

a) a general plan and budget for the next [*], including but not limited to the CJV' s production capability, output distribution and capital demands; b) a detailed business plan and budget for the next [*];

c) demand forecasts for Products;

d) proposed timelines for regulatory approval of Facility by [*], applicable [*] regulatory authorities, and other Regulators; e) timelines for Facility availability;


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COOPERATIVE JOINT VENTURE CONTRACT

f) the production capacity of Facilities; and

g) The budget information shall include, among other things, a balance sheet and profit and loss account, an estimate of working capital requirements, and an operating budget.

(3) The Initial Strategic Business Plan shall be consistent with the Business Plan Summary set forth as Appendix I. ARTICLE 5 TOTAL INVESTMENT AND REGISTERED CAPITAL 5.1 Total Investment

The CJV' s total investment shall be [*].

5.2 Total Amount of Registered Capital

The CJV' s total amount of registered capital shall be [*].

5.3 Capital Contribution and Cooperation Conditions

(1) The capital contributions and cooperation conditions to be provided by Anesiva shall consist of the following: a) Capital Contribution

The registered capital of the CJV subscribed by Anesiva shall be [*], representing [*] of the registered capital of the CJV. The registered capital to be contributed by Anesiva shall be made in U.S. Dollars in the form of cash and shall be paid pursuant to the schedule set forth in Section 5.4.

b) Cooperation Conditions

Within [*] upon [*], Anesiva, or its designated Affiliate, will enter into the following agreements with the CJV: (i) the Technology License Agreement under which Anesiva grants a license to the CJV for the purpose of producing the Products required by Anesiva; (ii) the Supply Agreement under which the CJV shall provide corresponding products to Anesiva pursuant to its requirements; and (iii) the Quality Agreement setting forth the quality standards of the products under the Supply Agreement.

(2) The capital contributions to be provided by Lau, Yat Ming shall consist of the following:

The registered capital of the CJV subscribed by Lau, Yat Ming shall be [*], representing [*] of the registered capital of the CJV. The registered capital to be contributed by Lau, Yat Ming shall be made in U.S. Dollars in the form of cash and shall be paid pursuant to the schedule set forth in Section 5.4.


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COOPERATIVE JOINT VENTURE CONTRACT

(3) The capital contribution and cooperation conditions to be provided by Wanbang shall consist of the following: (a) Capital Contribution

The registered capital of the CJV subscribed by Wanbang shall be equivalent to [*], representing [*] of the registered capital of the CJV. The registered capital to be contributed by Wanbang shall be made in RMB in the form of cash and shall be paid pursuant to the schedule set forth in Section 5.4.

(b) Cooperation Conditions

i. Within [*] upon [*], Wanbang shall enter into the Property Leasing Agreement with the CJV. The Facility leased to the CJV shall be located within the [*]. The area of the Facility shall be no less than [*]. The rental fees, rental period and other terms and conditions shall be specified in the Property Leasing Agreement. The CJV will [*] for manufacturing purposes in [*], if necessary. ii. Within [*] upon [*], Wanbang shall cause the Directors appointed by it to the CJV to cause the CJV to enter into the Technology License Agreement, Supply Agreement and Quality Agreement with Anesiva, or its designated Affiliate in forms and on conditions to Anesiva' s satisfaction.

(4) RMB/U.S. Dollars exchange rate will be [*].

5.4 Payment of Registered Capital

The Parties shall contribute the registered capital in accordance with the following schedule table:


Time

Name of

Investor

Amount of Contribution

Percentage of the
Registered Capital
Subscribed

Contribution Method and

Amount

Within [*] Anesiva [*] [*] Cash in US$ Lau, Yat Ming [*] [*] Cash in US$ Wanbang [*] [*] Cash in RMB

Within [*] Anesiva [*] [*] Cash in US$ Lau, Yat Ming [*] [*] Cash in US$ Wanbang [*] [*] Cash in RMB


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COOPERATIVE JOINT VENTURE CONTRACT

5.5 Investment Certificate

After each installment of the Parties' contribution to the registered capital of the CJV has been paid in full, a Chinese registered accountant shall verify the payment in full of the contribution and issue a contribution verification report for each installment. Thereupon, the CJV shall issue within [*] after the payment in full of the contribution a final investment certificate signed by the legal representative of the CJV.

5.6 Assignment of Interest

(1) Either Party may assign its interest in the CJV in whole or in part (the " Disposing Party" ) to any third party. Before so doing, the Disposing Party shall obtain written consent from other Parties hereof, which consent shall not be unreasonably withheld, and Board approval, and shall submit relevant documentation to the relevant Approval Authority. Notwithstanding the foregoing, for any assignment or transfer of interest that is part of a bona fide Change of Control transaction, e.g. the Disposing Party assigns the said interest to its Affiliate(s) or Lau Yat Ming assigns the said interest to his relatives, the Parties shall cause the director designated by it to the CJV to unconditionally approve such transaction and complete all the required filing procedures with the Approval Authority in a timely manner. (2) Upon receipt of the approval of the Approval Authority, the CJV shall register the change with the SAIC. 5.7 Increases of Registered Capital

(1) The registered capital may be increased during the Joint Venture Term with the written consent of the Parties and the unanimous approval of the Board. (2) An agreement to increase the registered capital must be submitted to the Approval Authority for examination and approval before it becomes effective. Upon receipt of the approval of the Approval Authority, the CJV shall register the increase with the SAIC.


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COOPERATIVE JOINT VENTURE CONTRACT

5.8 Reduction of Registered Capital

The Parties agree that, during the Joint Venture Term, the CJV shall not reduce the amount of registered capital.

5.9 Encumbrance of Registered Capital

Without prior written consent from other Parties, neither Party shall mortgage, pledge, or otherwise encumber in part or in whole its registered capital in the CJV.

5.10 Anesiva [*]

(1) If, by the end of the [*] of [*] of the Facility (the " [ *]" ), the [*] obtained by Wanbang pursuant to [*] (" Wanbang [*]" ) are [*] the [*] made by Wanbang to the CJV by then (such amount not to exceed [*]) (" Wanbang [*] ," ), Anesiva will [*] for the [*] Wanbang [*] and Wanbang [*] within [*] upon the [*]. (2) If, by the end of the [*], the [*] obtained by Lau Yat Ming pursuant to [*] ( " Lau Yat Ming [*]" ) are [*] the [*] made by Lau Yat Ming to the CJV by then (such amount not to exceed [*]) ( " Lau Yat Ming [*] ," ), Anesiva will [*] for the [*] Lau Yat Ming [*] and Lau Yat Ming [*] within [*] upon the [*].

ARTICLE 6 RESPONSIBILITIES OF THE PARTIES

6.1 Responsibilities and rights of Anesiva.

(1) Anesiva shall assist the CJV in obtaining overseas Regulatory Permits and registration licenses from other applicable overseas administrative authorities, including, but not limited to, cGMP certificates and the site registration.

(2) Anesiva shall provide necessary technical support and consultation, as well as assist the CJV with issues related to [*]. If such technical support and consultation [*] and the [*], Anesiva shall provide such [*]. The CJV shall bear the fees for consultations services in connection with the U.S. FDA verification. Technical support and consultation required for [*] may be provided by the [*], and the expense thereof shall be borne by [*]. [*] may choose the [*] thereto and shall ensure that the [*] for passing the initial U.S. FDA verification will not excess [*]. Any [*] shall be borne by [*]. (3) Anesiva shall contribute on an ongoing basis the time of certain Anesiva employees to monitor and advise the Joint Venture on quality control and regulatory compliance.

(4) In addition to its other obligations under this Contract, Anesiva shall be responsible for the following matters: a) Assisting the CJV in obtaining [*].

b) Assisting the staff of the CJV in obtaining foreign visas and work permits as required for the operation and management of the CJV.

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COOPERATIVE JOINT VENTURE CONTRACT

c) Assisting the CJV in obtaining import and export licenses for, and transport of, products, equipment and raw and finished materials as required by the CJV.

d) Assisting the CJV in recruiting qualified expatriate personnel and international consultants required by the CJV. e) Assisting the CJV with operation management; modern, efficient operation techniques; technical support; problem solving; and other advice related to production, technological improvement and quality control issues.

f) Assisting the CJV in acquiring advanced technology for its business operations.


g)

Assisting the CJV in qualifying an appropriate facility for sterilizing Zingo TM .

h) Assisting with other matters as reasonably requested by the CJV.

Unless otherwise expressly provided herein, all costs, expenses and fees incurred by Anesiva in connection with the services set forth above, including but not limited to the services provided for in Subsections (1), (3)-(4) of this Section 6.1 shall be borne by the CJV.

(5) During the CJV' s normal business hours, Anesiva and its designated representatives shall have the right to visit the office and production premises of the CJV or any approved subcontractor, and to inspect the manufacturing process and the various records that CJV is required to maintain, including the Operating Records and all financial records.

(6)

If and only if the CJV' s Products have the same conditions (including but not limited to price and quality) with other manufacturers' products and the CJV has and is not in violation of the terms of the Supply Agreement by and between the CJV and Anesiva, Anesiva shall choose the CJV as its primary global supplier for Zingo TM ...