**Exhibit 10.25**CHANGE IN CONTROL AGREEMENT     THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of January 14, 2008, is made byand between VIA Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Rebecca Taub,M.D. (“Executive”).WITNESSETH:     WHEREAS, Executive is a senior executive of the Company or its subsidiaries and has made andis expected to continue to make major contributions to the short- and long-term profitability,growth and financial strength of the Company;     WHEREAS, the Company recognizes that, as is the case for most publicly held companies, thepossibility of a Change in Control exists;     WHEREAS, the Company desires to assure itself of both present and future continuity ofmanagement and desires to establish certain severance benefits for Executive, applicable in theevent of a Change in Control;     WHEREAS, the Company wishes to ensure that Executive is not practically disabled fromdischarging his or her duties in respect of a proposed or actual transaction involving a Change inControl;     WHEREAS, the Company desires to provide additional inducement for the Executive to continue toremain in the employ of the Company or its subsidiaries; and     WHEREAS, on December 17, 2007 the Compensation Committee of the Board authorized the Companyto enter into this Agreement pursuant to the Company’s Change in Control Severance Plan (the“Plan”), the terms of which shall apply to the extent not inconsistent with this Agreement.     NOW, THEREFORE, the Company and Executive agree as follows:     1.     Certain Defined Terms.  In addition to terms defined elsewhere herein, thefollowing terms have the following meanings when used in this Agreement with initial capitalletters:        (a)     “Base Pay” means Executive’s annual base salary rate as in effect from time totime.        (b)     “Board” means the Board of Directors of the Company.        (c)     “Cause” means any of the following (i) the commission of an act of fraud orembezzlement against the Company or any affiliate thereof, (ii) a breach of one or more ofthe following duties to the Company (1) the duty of loyalty, (2) the duty not to
 

 
take willful actions which would reasonably be viewed by the Company as placing theExecutive’s interest in a position adverse to the interest of the Company, (3) the dutynot to engage in self-dealing with respect to the Company’s assets, properties or businessopportunities, (4) the duty of honesty or (5) any other fiduciary duty which the Executiveowes to the Company, (iii) a conviction of (or a plea of guilty or *nolo contendere*in lieuthereof) for (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude,(iv) intentional misconduct as an employee of the Company, including, but not limited to,knowing and intentional violation by the Executive of written policies of the Company orspecific directions of the Board of Directors or superior officers of the Company, whichpolicies or directives are neither illegal (or do not involve illegal conduct) nor requirethe Executive to violate reasonable business ethical standards, (6) Executive’s failure,after written notice from the Company, to render services in accordance with his employment,which failure is not cured within ten (10) days of receipt of such notice, whether or notsuch events are discovered or known by the Company at the time of his termination.        (d)     “Change in Control” means the occurrence of a “change in the ownership,” a “changein the effective control” or a “change in the ownership of a substantial portion of theassets” of the Company entity. In determining whether an event shall be considered a“change in the ownership,” a “change in the effective control” or a “change in the ownershipof a substantial portion of the assets” of an entity, the following provisions shall apply:           (i)      A “change in the ownership” of the Company shall occur on the date on whichany one person, or more than one person acting as a group (within the meaning ofSection 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (a“Person”)), acquires ownership of the equity securities of the Company that,together with the equity securities held by such Person, constitutes more than 50%of the total fair market value or total voting power of the Company, as determinedin accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a Person is considered eitherto own more than 50% of the total fair market value or total voting power of theequity securities of the Company, or to have effective control of the Company withinthe meaning of Section 2.3.2, and such Person acquires additional equity securitiesof the Company, the acquisition of additional equity securities by such Person shallnot be considered to cause a “change in the ownership” of the Company.           (ii)     A “change in the effective control” of the Company shall occur on eitherof the following dates:                    (1)     The date on which any Person, acquires (or has acquired during the 12-monthperiod ending on the date of the most recent acquisition by such Person) ownershipof stock of the Company possessing 30% or more of the total voting power of theCompany’s equity securities, as determined in
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accordance with Treas. Reg. §1.409A-3(i)(5)(vi). If a Person is considered topossess 30% or more of the total voting power of the Company’s equitysecurities, and such Person acquires additional stock of the Company, theacquisition of additional stock by such Person shall not be considered to cause a“change in the effective control” of the Company; or                    (2)     The date on which a majority of the members of the Board is replaced duringany 12-month period by directors whose appointment or election is not endorsed by amajority of the members of the Board before the date of the appointment or election,as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).           (iii)    A “change in the ownership of a substantial portion of the assets” of theCompany shall occur on the date on which any one Person acquires (or has acquiredduring the 12-month period ending on the date of the most recent acquisition by suchPerson) assets from the Company that have a total gross fair market value equal toor more than 40% of the total gross fair market value of all of the assets of theCompany immediately before such acquisition or acquisitions, as determined inaccordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not betreated as a “change in the ownership of a substantial portion of the assets” whensuch transfer is made to an entity that is controlled by the holders of theCompany’s equity securities, as determined in accordance with Treas. Reg.§1.409A-3(i)(5)(vii)(B).           (iv)    Notwithstanding the foregoing, the following acquisitions shall notconstitute a Change in Control: (i) an acquisition by the Company or entitycontrolled by the Company, or (ii) an acquisition by an employee benefit plan (orrelated trust) sponsored or maintained by the Company or any entity controlled bythe Company.        (e)     “Code” means the Internal Revenue Code of 1986, as amended.        (f)     “Employee Benefits” means any group health and dental benefit plans; provided,however, that Employee Benefits shall not include disability or life insurance or anycontributions made by the Company or its subsidiaries to any retirement plan, pension planor profit sharing plan for the benefit of the Executive in connection with amounts earned bythe Executive.        (g)     “Exchange Act” means the Securities Exchange Act of 1934, as amended.        (h)     “Good Reason” means that the Executive (without the Executive’s written consent):           (i)      a material diminution in the Executive’s base compensation;
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           (ii)     a material diminution in the Executive’s authority, duties orresponsibilities;           (iii)    a material diminution in the authority, duties or responsibilities of thesupervisor to whom the Executive is required to report, including a requirement thatthe Executive report to a corporate officer or employee instead of reporting to theBoard;           (iv)    a material diminution in the budget over which the Executive retainsauthority;           (v)     a material change in the geographic location at which the Executive mustperform services under this Agreement; or           (vi)    any other action or inaction that constitutes a material breach by theCompany of the terms and conditions of Executive’s employment with the Company.     Before “Good Reason” has been deemed to have occurred, Executive must give the Company writtennotice detailing why the Executive believes a Good Reason event has occurred and such notice mustbe provided to the Company within sixty days of the initial occurrence of such alleged Good Reasonevent(s). The Company shall then have thirty days after its receipt of written notice to cure theitems cited in the written notice so that “Good Reason” will have not formally occurred withrespect to the event(s) in question.     (i)     “Hostile Event” means and includes each of the following:           (i)      If individuals who constitute the Board on the date of this Agreement (the“Incumbent Board”) cease for any reason to constitute at least a majority of theBoard; *provided, however,*that any individual becoming a director after the date ofthis Agreement whose election, or nomination for election by the Company’sstockholders, was approved by a vote of at least a majority of the directors thencomprising the Incumbent Board shall be considered as though such individual were amember of the Incumbent Board, but excluding, for this purpose, any such individualwhose initial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of a personother than the Board; or           (ii)     A transaction or series of transactions whereby any “person” or related“group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of theExchange Act) directly or indirectly acquires beneficial ownership (within themeaning of Rule 13d-3 under the Exchange Act) of securities of the Companypossessing more than 30% of the total combined voting power of the
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Company’s securities outstanding immediately after such acquisition and suchacquisition has not been approved by the Incumbent Board.             (j)     “Severance Period” means the twelve month period following the termination of Executive’semployment with the Company.             (k)    “Voting Stock” means securities entitled to vote generally in the election of Boardmembers.     2.     Termination Following (or in connection with) a Change in Control.  In the eventthat in the 12 months following a Change in Control, the employment of Executive is eitherterminated by the Company or it subsidiaries for any reason other than Cause, death or disabilityor is terminated by Executive for Good Reason then the following subsections in this Section 2shall occur:        (a)     Subject to the effectiveness of the release of claims and covenant not to suereferenced in Section 2(g) below, the Company shall pay to Executive cash in monthlyinstallments over the Severance Period with each installment equal to one-twelfth (1/12th)of Base Pay (at the rate in effect at the time of employment termination), commencing on orbefore the tenth business day following the effectiveness of such release. However, in theevent that payment of such installments would extend past the last day of the second yearfollowing the year Executive “separates from service” within the meaning of Section 409A ofthe Internal Revenue Code (the “409A Period”), the total amount of such installments shallinstead be reamortized and payable in equal monthly installments over the 409A Period.Notwithstanding the foregoing, if Executive is deemed at the time of separation from serviceto be a “specified” employee under Section 409A of the Internal Revenue Code (the “Code”),to the extent that the total amount of Executive’s installment payments and any other“separation pay” hereunder (within the meaning of Treasury Regulation section1.409A-1(b)(9)(iii)) exceeds the dollar threshold set forth in such regulation section, thenthe amount over such threshold shall not be paid until the (i) expiration of the six(6)-month period measured from the date of Executive’s “separation from service” or (ii)such earlier time permitted under Section 409A of the Code. Such deferral shall only beeffected to the extent required to avoid adverse tax treatment to Executive, including(without limitation) the additional twenty percent (20%) tax for which Executive wouldotherwise be liable under Section 409A of the Code in the absence of such deferral. Uponthe expiration of the applicable deferral period, any compensation or benefits which wouldhave otherwise been paid during that period (whether in a single sum or in installments) inthe absence of such deferral shall be paid in one lump sum.        (b)     For the Severance Period, the Company shall continue to provide to Executive allEmployee Benefits which were received by, or with respect to, Executive as of the date ofsuch termination, at the same expense to Executive as before the Change in Control subjectto immediate cessation (other than as to any pre-existing condition not
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covered by the new benefits coverage) if Executive is offered employee benefitscoverage in connection with new employment. Through the Severance Period, Executive shallprovide advance written notice to the Company informing the Company when the Executive isoffered or becomes eligible for other employee benefits in connection with new employment.In addition, if periodically requested by the Company during the Severance Period, theExecutive will provide the Company with written confirmation that he/she has not beenoffered other employee benefits.        (c)     The Company or its subsidiaries shall pay Executive a pro-rata share (based on thenumber of months Executive served as an executive of the Company or its subsidiaries duringthe fiscal year of Executive’s termination of employment) of annual incentive awardpayments, if any, due to Executive under the terms of the Company’s or its subsidiaries’annual incentive payment plan. Any amounts payable to Executive under this Section 2(c) willbe paid to Executive at the same time payments are made to other participants under theCompany’s or its subsidiaries’ annual incentive payment plan.        (d)     Notwithstanding anything to the contrary in any restricted stock, stock option orother equity compensation plan or agreement or deferred compensation or retirement plan oragreement, upon the date of his/her termination the Executive shall become immediately fullyvested (and all vesting restrictions removed) in all of his/her then outstanding stockoptions, stock appreciation rights, warrants, restricted stock, phantom stock, deferredcompensation, or similar plans or agreements with the Company or its subsidiaries.        (e)     As of his/her termination date, Executive shall also be paid for his/her accruedbut unpaid salary and vacation, unreimbursed valid business expenses that were submitted inaccordance with the policies of the Company or its subsidiaries; and is eligible for othervested benefits pursuant to the terms of any employee benefit plan.        (f)     In the event that it is determined that any payment or distribution of any type toor for the benefit of the Executive made by the Company, by any of its subsidiaries, by anyperson who acquires ownership or effective control of the Company or ownership of asubstantial portion of the Company’s assets (within the meaning of section 280G of the Code,and the regulations thereunder or by any affiliate of such person, whether paid or payableor distributed or distributable pursuant to the terms of this Agreement or otherwise (the“Total Payments”), would be subject to the excise tax imposed by section 4999 of the Code orany interest or penalties with respect to such excise tax (such excise tax, together withany such interest or penalties, are collectively referred to as the “Excise Tax”), theneither:        (i) if such payments are being made as a result of a Hostile Event then Executive shallbe entitled to receive an additional payment or payments (collectively, a “Gross-UpPayment”) in an amount such that, after payment by Executive of all taxes, including anyExcise Tax (and including any interest or penalties imposed with respect to such taxes),
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imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Paymentequal to the Excise Tax imposed upon the Total Payments; or        (i) if such payments are being made as a result of any other event that is not aHostile Event, then such payments or distributions shall be payable either in (x) full or(y) as to such lesser amount which would result in no portion of such payments ordistributions being subject to the Excise Tax and Executive shall receive the greater, on anafter-tax basis, of (x) or (y) above.All mathematical determinations and all determinations of whether any of the Total Paymentsare “parachute payments” (within the meaning of section 280G of the Code) or the amount ofany Gross-Up Payments that are required to be made under this Section 2(f), shall be made bya nationally recognized independent audit firm not currently retained by the Company mostrecently prior to the Change in Control (the “Accountants”), who shall provide theirdetermination, together with detailed supporting calculations regarding the amount of anyrelevant matters, both to the Company and to the Executive within seven (7) business days ofthe Executive’s termination date, if applicable, or such earlier time as is requested by theCompany. Such determination shall be made by the Accountants using reasonable good faithinterpretations of the Code. Any determination by the Accountants shall be binding upon theCompany and the Executive, absent manifest error. The Company shall pay the fees and costsof the Accountants which are incurred in connection with this Section 2(f). All amountspayable to Executive under Section 2(f)(i) shall be paid as soon as practicable after theChange in Control event giving rise to payment of the Excise Tax by the Executive, but nolater than the December 31 of the year next following the year in which the Executive, orthe Company on behalf of the Executive, remits the Excise Tax.        (g)     All payments and benefits provided under this Section 2 (other than payments underSection 2(f)(i)) are conditioned on and subject to the Executive’s continuing compliancewith this Agreement and the Executive’s execution (and effectiveness) of a reasonable andcustomary release of claims and covenant not to sue in a form prescribed by the Company orits subsidiaries upon termination of employment. There is no entitlement to any payments orbenefits unless and until such and release of claims and covenant not to sue is effective.Executive must sign the release of claims within 45 days following his termination ofemployment, in order to receive the benefit sunder this Agreement.        (h)     To the extent Executive receives severance or similar payments and/or benefitsunder any other plan, program, agreement, policy, practice, or the like of the Company orits subsidiaries, or under the WARN Act or similar state law, the payments and benefits dueto Executive under this Agreement will be correspondingly reduced on a dollar-for-dollarbasis (or vice-versa).
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        (i)      Notwithstanding the foregoing, this Agreement shall also remain effective (andExecutive shall be eligible for payments and benefits hereunder) if, during a periodbeginning 3 months immediately prior to a public announcement of an impending Change inControl that is actually consummated, the Company (or its subsidiaries) terminates theExecutive’s employment for any reason other than Cause, death or disability or the Executiveterminates his/her employment for Good Reason and such termination is determined to be inconnection with the Change in Control. The Board shall determine in good faith whether sucha termination is occurring in connection with the impending Change in Control. However,such a termination shall in any event be deemed to be in connection with an impending Changein Control if such termination (i) is required by the merger agreement or other instrumentrelating to such Change in Control, or (ii) is made at the express request of the otherparty (or parties) to the transaction constituting such Change in Control, or (iii) occursafter the public announcement of the impending Change in Control.     3.     Successors and Binding Agreement.        (a)     The Company will require any successor (whether direct or indirect, by purchase,merger, consolidation, reorganization or otherwise) to all or substantially all of thebusiness or assets of the Company, by agreement in form and substance reasonablysatisfactory to the Executive, expressly to assume and agree to perform this Agreement inthe same manner and to the same extent the Company would be required to perform if no suchsuccession had taken place. This Agreement will be binding upon and inure to the benefit ofthe Company and any successor to the Company, including without limitation any personsacquiring directly or indirectly all or substantially all of the business or assets of theCompany whether by purchase, merger, consolidation, reorganization or otherwise (and suchsuccessor shall thereafter be deemed the “Company” for the purposes of this Agreement), butwill not otherwise be assignable, transferable or delegable by the Company.        (b)     This Agreement will inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors, heirs,distributees and legatees.        (c)     This Agreement is personal in nature and neither of the parties hereto shall,without the consent of the other, assign, transfer or delegate this Agreement or any rightsor obligations hereunder except as expressly provided in Sections 3(a) and 3(b). Withoutlimiting the generality or effect of the foregoing, the Executive’s right to receivepayments hereunder will not be assignable, transferable or delegable, whether by pledge,creation of a security interest, or otherwise, other than by a transfer by Executive’s willor by the laws of descent and distribution and, in the event of any attempted assignment ortransfer contrary to this Section 3(c), the Company shall have no liability to pay anyamount so attempted to be assigned, transferred or delegated.
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     4.     No Retention Rights.  This Agreement is not an employment agreement and does notgive the Executive the right to be retained by the Company or its subsidiaries and unless otherwiseprovided in a separate employment agreement, the Executive agrees that he/she is anemployee-at-will. The Company (or its subsidiaries) reserves the right to terminate the Executive’sservice as an employee at any time and for any reason.     5.     Notices.  For all purposes of this Agreement, all communications, including withoutlimitation notices, consents, requests or approvals, required or permitted to be given hereunderwill be in writing and will be deemed to have been duly given when hand delivered or dispatched byelectronic facsimile transmission (with receipt thereof orally confirmed), or five business daysafter having been mailed by United States registered or certified mail, return receipt requested,postage prepaid, or three business days after having been sent by a nationally recognized overnightcourier service such as FedEx, UPS, or DHL, addressed to the Company (to the attention of theSecretary of the Company) at its principal executive office and to the Executive at her principalresidence, or to such other address as any party may have furnished to the other in writing and inaccordance herewith, except that notices of changes of address shall be effective only uponreceipt.     6.     Validity.  If any provision of this Agreement or the application of any provisionhereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, theremainder of this Agreement and the application of such provision to any other person orcircumstances will not be affected, and the provision so held to be invalid, unenforceable orotherwise illegal will be reformed to the extent (and only to the extent) necessary to make itenforceable, valid or legal.     7.     Arbitration; Governing Law.  Any dispute between the parties under this Agreementshall be resolved (except as provided below) in San Francisco, California through informalarbitration by an arbitrator selected under the rules of the American Arbitration Association andthe arbitration shall be conducted in that location under the rules of said Association. Thearbitrator shall have the right only to interpret and apply the provisions of this Agreement andmay not change its provisions. The arbitrator shall permit reasonable pre-hearing discovery offacts, to the extent necessary to establish a claim or a defense to a claim, subject to supervisionby the arbitrator. The determination of the arbitrator shall be conclusive and binding upon theparties and judgment upon the same may be entered in any court having jurisdiction thereof. Thearbitrator shall give written notice to the parties stating his or their determination and shallfurnish to each party a signed copy of such determination. To the extent required by applicablelaw, the expenses of the arbitration shall be borne by the Company, otherwise the arbitrationexpenses shall be borne equally by the Company and the Executive (except that each party shall beresponsible for their own legal fees and expenses). The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State of California withoutregard to the conflicts of laws principles thereof.     8.     Miscellaneous.  No provision of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writing signed by the
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Executive and the Company. No waiver by either party hereto at any time of any breach by theother party hereto or compliance with any condition or provision of this Agreement to be performedby such other party will be deemed a waiver of similar or dissimilar provisions or conditions atthe same or at any prior or subsequent time. This Agreement and the Plan constitute the entireagreement of the parties with respect to severance benefits in connection with or following aChange in Control and supersedes any and all prior agreements of the parties with respect to suchsubject matter. This Agreement does not supersede any agreement that the Company and Executive mayhave regarding severance benefits not in connection with or following a Change in Control. Noagreements or representations, oral or otherwise, expressed or implied with respect to the subjectmatter hereof have been made by either party which are not set forth expressly in this Agreementand the Plan. References to Sections are to references to Sections of this Agreement.     9.     Counterparts.  This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together will constitute one and the sameagreement.     10.    Section 409A.  The Agreement is not intended to constitute a “nonqualifieddeferred compensation plan” within the meaning of section 409A of the Code. Notwithstanding theforegoing, in the event this Agreement or any benefit paid under this Agreement to Executive isdeemed to be subject to section 409A of the Internal Revenue Code, the Executive consents to theCompany’s adoption of such conforming amendments as the Company deems advisable or necessary, inits sole discretion, to comply with section 409A of the Code (including without limit delaying thetiming of payments.     11.    Withholding.  All payments and benefits made under this Agreement shall be subjectto reduction to reflect any withholding taxes or other amounts required by applicable law orregulation.     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and deliveredas of the date first above written.     VIA PHARMACEUTICALS, INC.