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Exhibit 10.15
 
 
  CONFIDENTIAL
 
   
    
    Start Date:
    You will commence employment beginning January 14, 2008.
    
    Job Title:
    Sr. Vice President  R&D
    
    Base Salary: Your salary is $300,000 per calendar year, payable ratably over the year on
the 15th
and last business day of each month.
    
    Incentive Compensation:Your position will have a target bonus of 40% under VIAs 2008
Bonus Plan. The bonus plan identifies key corporative objectives which must be met for any
payment under the plan, and we will agree on individual objectives for your position within
60 days of your employment. All payments under the 2008 Bonus Plan are at the full
discretion of the Board of Directors (or relevant committee of the Board), and payments
under the plan may be zero.
    
    Equity Participation:You will be granted an option to purchase 235,000 shares of common
stock of VIA at an exercise price equal to its fair market value on the date of grant. Such
option will be granted as soon as practicable at the next meeting of VIAs Board of
Directors Compensation Committee following the start of your employment. Twenty five percent
(25%) of the shares subject to the option (rounded down to the next whole number) shall vest
on the one (1) year anniversary of your employment date, and the remaining shares subject to
the option shall vest pro rata each month thereafter on the same day of the month as your
employment date, such that the shares subject to the option are fully vested at 48 months
following your employment. The options are subject to the terms and conditions of VIAs 2007
Incentive Award Plan and the related agreements pursuant to which such grants will be made.
Any other grant of options is solely in the discretion of VIA and subject to approval of our
Board of Directors (or relevant committee of the Board).
    
    Benefits:During your employment with VIA, you will be eligible for employee benefits
applicable to your position, in effect from time to time, subject to all plan terms and
eligibility. The benefits currently offered to full-time employees include group




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medical, dental, vision and prescription drug coverage, group life and AD&D insurance, long-term
disability insurance, 401(k) plan, flexible spending account, health club reimbursement, and
paid time off of up to twenty (20) days per year, to be accrued in accordance with VIAs paid
time off policy.
 
    
    Location:Your primary work location will be VIAs Princeton, New Jersey office. However,
you will be required to travel on business for VIA from time to time and will regularly
travel to VIAs company headquarters in San Francisco, California.
    
    Severance:In the event that VIA terminates your employment without cause and subject to
your signing an effective release of claims against VIA, VIA will pay you severance equal to
six months base salary, and will continue your group health (medical, dental, vision, and
prescription drug) benefits as if you remained an active employee of VIA for a period of six
months. The continuation of group medical benefits will be pursuant to and concurrent with
any legally required continuation coverage period.The Company will enter into a separate severance and change in control agreement to address
certain circumstances where a change in control transaction, combined with other factors such as
change in role, responsibility or location, may result in payment of severance and acceleration
of vesting under stock options held at the time of the time of the change in control event.You may be terminated for cause for any of the following (a) the commission of an act of fraud
or embezzlement against VIA or any affiliate thereof, (b) a breach of one or more of the
following duties to VIA (i) the duty of loyalty, (ii) the duty not to take willful actions which
would reasonably be viewed by VIA as placing your interest in a position adverse to the interest
of VIA, (iii) the duty not to engage in self-dealing with respect to the VIAs assets, properties
or business opportunities, (iv) the duty of honesty or (v) any other fiduciary duty which you
owes to VIA, (c) a conviction of (or a plea of guilty or nolo contenderein lieu thereof) for (i)
a felony or (ii) a crime involving fraud, dishonesty or moral turpitude, (d) intentional
misconduct as an employee of VIA, including, but not limited to, knowing and intentional
violation by you of written policies of VIA or specific directions of the Board of Directors or
superior officers of VIA, which policies or directives are neither
illegal (or do not involve
illegal conduct) nor require you to violate reasonable business ethical standards, your failure,
after written notice from VIA, to render services in accordance with your employment, which
failure is not cured within ten (10) days of receipt of such notice, whether or not such events
are discovered or known by VIA at the time of your termination. No payment for severance will be
made if you are terminated for cause.
    
    Non-Solicitation:You agree that VIA has invested substantial time and effort in
assembling its present workforce. Accordingly, you covenant and agree that during the term
of your employment and for a period of twelve (12) months following the termination, for any
reason, of your employment with VIA, you will not, directly or indirectly, entice or
solicit or seek to induce or influence any of VIAs executives or other key employees to
leave their employment with VIA.
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
    
    Payments:Unless otherwise specifically provided herein, all payments made to you as
an employee shall be made in accordance with VIAs normal payroll or reimbursement practices,
and shall be subject to tax withholding to the extent required by applicable law, as well as
any other voluntary withholdings you may elect.
    
    Contingencies:
 Our offer is contingent upon the following:
 1.
    
    Our satisfactory completion of a reference check, including a criminal history and
background check.2.
    
    Your furnishing us with proof of your identity and authorization to work in the United
States.3.
    
    Your execution of a Confidential Information and Invention Assignment Agreement in the
form attached.
 Failure to meet any of these contingencies will make you ineligible for employment.
    VIA PHARMACEUTICALS, INC.
 By:
    
    /s/ Larry CohenName:
    
    Larry CohenTitle:
    
    President and Chief Executive Officer
  /s/ Rebecca Taub
 12/21
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