To the extent this Warrant is vested and exercisable with respect to any Warrant Sharespursuant to the preceding paragraph, this Warrant shall be exercisable with respect to such WarrantShares at any time from time to time up to and including 5:00 p.m. (Pacific Time) on the five yearanniversary of the date hereof (such earlier time being referred to herein as the“Expiration Date”), upon surrender to the Company at its principal office (or at such otherlocation as the Company may advise the Holder in writing) of this Warrant properly endorsed with(i) the Form of Subscription attached hereto duly completed and executed and (ii) payment pursuantto Section 2 of the aggregate Exercise Price for the number of shares for which this Warrant isbeing exercised determined in accordance with the provisions hereof. The Exercise Price and thenumber of shares purchasable hereunder are subject to adjustment as provided in Section 4 of thisWarrant.1. Exercise; Issuance of Certificates; Acknowledgement. To the extent that thisWarrant is vested and exercisable with respect to any Warrant Shares, this Warrant shall beexercisable at the option of the holder of record hereof, at any time or from time to time up tothe Expiration Date for all or any part of such Warrant Shares (but not for a fraction of a share)for which this Warrant is vested and exercisable at such time. The Company agrees that the sharesof Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holderhereof as the record owner of such shares as of the close of business on the date on which thisWarrant shall have been surrendered, properly endorsed, the completed, executed Form ofSubscription delivered and payment made for such shares. Certificates for the shares of the CommonStock so purchased, together with any other securities or property to which the Holder hereof isentitled upon such exercise, shall be delivered to the Holder hereof by the Company at theCompany’s expense within three business days after the rights represented by this Warrant have beenso exercised, and may bear a restrictive legend in substantially the form set forth in Section 3.6of the Agreement. Each certificate so delivered shall be in such denominations of the WarrantShares as may be requested by the Holder hereof and shall be registered in the name of such Holder.In case of a purchase of less than all the Warrant Shares, the Company shall execute and deliverto Holder within seven business days an Acknowledgement in the form attached hereto indicating thenumber of Warrant Shares which remain subject to this Warrant, if any, and the number of WarrantShares for which this Warrant is vested and exercisable at such time, if any. Notwithstandinganything to the contrary contained herein, unless the Holder otherwise notifies the Company or theExercise Price exceeds the fair market value of a Warrant Share (as determined in Section 2 below),this Warrant shall be deemed to be automatically exercised using the Net Issuance Method pursuantto Section 2 hereof immediately prior to the time on the Expiration Date at which this Warrantceases to be exercisable. In addition, the Holder may specify in its Form of Subscriptiondelivered to the Company (along with payment for the shares by cash or wire transfer) that theHolder’s exercise of any portion of this Warrant is contingent upon the closing of a then-pendingFundamental Transaction (as defined below). Upon any exercise of this Warrant, the Holder shall,if requested by the Company, confirm in writing, in a form satisfactory to the Company, that theWarrant Shares so purchased are being acquired solely for the Holder’s own account and not as anominee for any other party, for investment and not with a view toward distribution or resale andthat such Holder is an “accredited investor” as such term is defined in Rule 501(a)(1) ofRegulation D promulgated by the Securities and Exchange Commission under the Securities Act of1933, as amended. If the Holder cannot make such representations because they would be factuallyincorrect, it shall be a condition to such Holder’s exercise of this Warrant that the Companyreceive such other representations as the Company considers reasonably necessary to assure theCompany that the issuance of its securities upon exercise of this Warrant shall not violate anyUnited States or state securities laws.
 
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2. Payment for Shares. The aggregate purchase price for Warrant Shares beingpurchased hereunder may be paid either (i) by cash or wire transfer of immediately available funds,(ii) if the fair market value of one (1) share of the Warrant Shares on the date of exercise isgreater than the Exercise Price, by surrender of a number of Warrant Shares which have a fairmarket value equal to the aggregate purchase price of the Warrant Shares being purchased (“NetIssuance”) as determined herein, or (iii) any combination of the foregoing. If the Holder electsthe Net Issuance method of payment, the Company shall issue to Holder upon exercise a number ofshares of Warrant Shares determined in accordance with the following formula:    X= Y(A-B)  A       where: X = the number of Warrant Shares to be issued to the Holder;       Y = the number of Warrant Shares with respect to which the Holder isexercising its purchase rights under this Warrant;       A = the fair market value of one (1) share of the Warrant Shares on thedate of exercise; and       B = the Exercise Price.No fractional shares arising out of the above formula for determining the number of shares tobe issued to the Holder shall be issued, and the Company shall in lieu thereof make payment to theHolder of cash in the amount of such fraction multiplied by the fair market value of one (1) shareof the Warrant Shares on the date of exercise. For purposes of the above calculation, the fairmarket value of one (1) share of the Warrant Shares shall mean (a) if the Common Stock is thentraded on a securities exchange, the average of the closing prices of such Common Stock on suchexchange over the ten (10) calendar day period ending three (3) days prior to the date of exercise,(b) if the Common Stock is then regularly traded over-the-counter, the average of the closing saleprices or secondarily the closing bid of such Common Stock over the ten (10) calendar day periodending three (3) days prior to the date of exercise, or (c) if there is no active public market forthe Common Stock, the fair market value of one share of the Warrant Shares as determined in goodfaith by the Board of Directors of the Company.3. Reservation of Shares; Shares to be Fully Paid. The Company covenants and agreesthat all shares of Common Stock which may be issued upon the exercise of the rights represented bythis Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessableand free from all preemptive rights of any stockholder and free of all taxes, liens and chargeswith respect to the issue thereof. The Company represents and warrants that it has reserved asufficient number of authorized but unissued shares of Common Stock to provide for the exercise ofthe rights represented by this Warrant (assuming full vesting thereof).4. Adjustment of Exercise Price and Number of Shares. The Exercise Price and thenumber of shares purchasable upon the exercise of this Warrant shall be subject to adjustment fromtime to time upon the occurrence of certain events described in this Section 4. Upon eachadjustment of the Exercise Price, the Holder of this Warrant shall thereafter be entitled topurchase, at the Exercise Price resulting from such adjustment, the number of shares obtainedby multiplying the Exercise Price in effect immediately prior to such adjustment by the number ofshares purchasable pursuant hereto immediately prior to such adjustment, and dividing the productthereof by the Exercise Price resulting from such adjustment.
 
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4.1 Subdivisions, Combinations and Dividends. In case the Company shall at any timesubdivide its outstanding shares of Common Stock into a greater number of shares or pay a dividendin Common Stock in respect of outstanding shares of Common Stock, the Exercise Price in effectimmediately prior to such subdivision or at the record date of such dividend shall beproportionately reduced, and conversely, in case the outstanding shares of the Common Stock of theCompany shall be combined into a smaller number of shares, including by means of a reverse stocksplit, the Exercise Price in effect immediately prior to such combination shall be proportionatelyincreased.4.2 Reclassification. If any reclassification of the capital stock of the Companyshall be effected in such a way that holders of Common Stock shall be entitled to receive stock,securities, or other assets or property, then, as a condition of such reclassification, lawful andadequate provisions shall be made whereby the Holder hereof shall thereafter have the right topurchase and receive (in lieu of the shares of the Common Stock immediately theretofore purchasableand receivable upon the exercise of the rights represented hereby) such shares of stock, securitiesor other assets or property as may be issued or payable with respect to or in exchange for a numberof outstanding shares of such Common Stock equal to the number of shares of such Common Stockimmediately theretofore purchasable and receivable upon the exercise of the rights representedhereby. In any reclassification described above, appropriate provision shall be made with respectto the rights and interests of the Holder of this Warrant to the end that the provisions hereof(including, without limitation, provisions for adjustments of the Exercise Price and of the numberof shares purchasable and receivable upon the exercise of this Warrant) shall thereafter beapplicable, as nearly as may be, in relation to any shares of stock, securities or assetsthereafter deliverable upon the exercise hereof.4.3 Notice of Adjustment. Upon any adjustment of the Exercise Price or any increaseor decrease in the number of shares purchasable upon the exercise of this Warrant, the Companyshall give written notice thereof, by first class mail postage prepaid, addressed to the registeredHolder of this Warrant at the address of such Holder as shown on the books of the Company. Thenotice shall be signed by the Company’s chief financial officer and shall state the Exercise Priceresulting from such adjustment and the increase or decrease, if any, in the number of sharespurchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail themethod of calculation and the facts upon which such calculation is based.5. No Voting or Dividend Rights. Nothing contained in this Warrant shall be construedas conferring upon the Holder hereof the right to vote or to consent to receive notice as astockholder of the Company or any other matters or any rights whatsoever as a stockholder of theCompany. No dividends or interest shall be payable or accrued in respect of this Warrant or theinterest represented hereby or the shares purchasable hereunder until, and only to the extent that,this Warrant shall have been exercised.
 
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6. Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) theCompany effects any merger or consolidation of the Company with or into another entity or person,(B) the Company effects any sale of all or substantially all of its assets (including but notlimited to an exclusive license of all or substantially all of the intellectual property of theCompany) in one or a series of related transactions, (C) any tender offer or exchange offer(whether by the Company or another entity) is completed pursuant to which holders of Common Stockare permitted to tender or exchange their shares for other securities, cash or property, or (D) theCompany effects any reclassification of the Common Stock or any compulsory share exchange pursuantto which the Common Stock is effectively converted into or exchanged for other securities, cash orproperty (in any such case, a “Fundamental Transaction”), then, upon any subsequentexercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share thatwould have been issuable upon such exercise immediately prior to the occurrence of such FundamentalTransaction (without regard to any limitations on exercise contained herein), upon exercise of thisWarrant, the number of shares of Common Stock of the successor or acquiring corporation or of theCompany, if it is the surviving corporation, and/or any other consideration (the “NewConsideration”), in each case that the Holder would have received upon or as a result of suchFundamental Transaction if the Holder had exercised this Warrant immediately prior to such event(without regard to any limitations on exercise contained herein). For purposes of any suchexercise, the determination of the Exercise Price shall be appropriately adjusted to reflect theamount of New Consideration issuable in respect of one share of Common Stock in such FundamentalTransaction, and the Company shall apportion the Exercise Price among the New Consideration in areasonable manner reflecting the relative value of any different components of the NewConsideration. If holders of Common Stock are given any choice as to the securities, cash orproperty to be received in a Fundamental Transaction, then the Holder shall be given the samechoice as to the New Consideration it receives upon any exercise of this Warrant following suchFundamental Transaction. To the extent necessary to effectuate the foregoing provisions, anysuccessor to the Company or surviving entity in such Fundamental Transaction shall issue to theHolder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right toexercise such warrant into the New Consideration. The terms of any agreement pursuant to which aFundamental Transaction is effected shall include terms requiring any such successor or survivingentity to comply with the provisions of this Section 6 and insuring that this Warrant (or any suchreplacement security) will be similarly adjusted upon any subsequent transaction analogous to aFundamental Transaction.7. Warrants Transferable. Subject to compliance with applicable federal and statesecurities laws and the transfer restrictions set forth in Sections 3.4, 3.5 and3.6 of the Agreement under which this Warrant was issued, this Warrant and all rightshereunder may be transferred, in whole or in part, without charge to the holder hereof (except fortransfer taxes), upon surrender of this Warrant properly endorsed and in compliance with theprovisions of the Agreement. Each taker and holder of this Warrant, by taking or holding the same,consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and thatthe holder hereof, when this Warrant shall have been so endorsed, may be treated by the Company, atthe Company’s option, and all other persons dealing with this Warrant as the absolute owner hereoffor any purpose and as the person entitled to exercise the rights represented by this Warrant, orto the transfer hereof on the books of the Company and notice to the contrary notwithstanding; butuntil such transfer on such books, the Company may treat the registered owner hereof as theowner for all purposes.
 
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8. Lost Warrants. Upon receipt of evidence reasonably satisfactory to the Company ofthe loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss,theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or inthe case of any such mutilation upon surrender and cancellation of such Warrant, the Company, atits expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,destroyed or mutilated Warrant.9. Modification and Waiver. Any term of this Warrant may be amended and theobservance of any term of this Warrant may be waived (either generally or in a particular instanceand either retroactively or prospectively), only with the written consent of the Company and theHolder.10. Notices. Except as may be otherwise provided herein, all notices, requests,waivers and other communications made pursuant to this Warrant shall be made in accordance withSection 5.6 of the Agreement.11. Governing Law; Jury Trial Waiver. This Warrant is to be construed in accordancewith and governed by the laws of the State of Delaware. THE HOLDER AND THE COMPANY HEREBYKNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY INRESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THISWARRANT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER’S ACQUISITION OF THIS WARRANT.
 
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officers,thereunto duly authorized as of the date first above written.         VIA PHARMACEUTICALS, INC.           By: /s/ Lawrence K. Cohen     Name: Lawrence K. Cohen     Title:President and Chief Executive Officer  *[Signature page to Warrant for Bay City Capital Fund IV, L.P.]*
 
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**SCHEDULE I**Warrant Shares subject to Warrant issued to Bay City Capital Fund IV, L.P.**March 29, 2010 Drawdown**Warrant Shares Immediately Exercisable: 7,197,794
 
 

 
**FORM OF SUBSCRIPTION**(To be signed only upon exercise of Warrant)To: VIA Pharmaceuticals, Inc.The undersigned, the holder of a right to purchase shares of Common Stock of VIAPharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to that certain Warrant toPurchase Common Stock of VIA Pharmaceuticals, Inc. (the “Warrant”), dated as of March 26, 2010,hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and topurchase thereunder,                                                              (                    ) shares of Common Stock of the Companyand herewith makes payment of                                                              Dollars ($                   ) therefor by thefollowing method:*(Check one of the following):*                        (check if applicable) The undersigned hereby elects to make payment of                                        Dollars($                         )therefor in cash.                        (check if applicable) The undersigned hereby elects to make payment for the aggregateexercise price of this exercise using the Net Issuance method pursuant to Section 2 of theWarrant.The undersigned represents that it is acquiring such securities for its own account forinvestment and not with a view to or for sale in connection with any distribution thereof and inorder to induce the issuance of such securities makes to the Company, as of the date hereof, therepresentations and warranties set forth in Section 3 of the Note and Warrant PurchaseAgreement, dated as of March 26, 2010, by and among the Company and the investors set forth onSchedule A thereto.DATED:                                                  [                                                            ]           By:             Name:              Its:          
 
 

 
**ACKNOWLEDGMENT**To:                                         The undersigned hereby acknowledges that as of the date hereof,                                         (                    ) shares of Common Stock remain subject to the right of purchase in favor of                                        . pursuant to that certain Warrant to Purchase Common Stock of VIAPharmaceuticals, Inc., dated as of March 26, 2010.DATED:                                                  VIA PHARMACEUTICALS, INC.           By:              Name:              Title: