G. The Investors and the Company desire to amend the Loan Documents to increase the maximumaggregate principal amount of the Loan to $6,000,000, to amend and restate the Notes intothe form attached as Exhibit A hereto (as so amended and restated, the **“Amended andRestated Notes”**), and to issue to the Investors additional warrants to purchase theCompany’s Common Stock, dated the date hereof, in the form attached as Exhibit B to thePurchase Agreement, with such adjustments (including with respect to the Exercise Pricethereof) as appropriate to reflect the issuance of such Warrants on the date hereof (the**“Additional Warrants”**).H. On October 29, 2010, the Company issued to Bay City Capital Fund IV, L.P. a securedpromissory note, in the original principal amount of $200,000 (the “**Bridge Note**”), aninterest in which was transferred to Bay City Capital Fund IV Co-Investment Fund, L.P.pursuant to an internal transfer. The unpaid principal amount and accrued and unpaidinterest under the Bridge Note, by the terms of the Bridge Note, is intended to (and by itsterms automatically will) convert into obligations of the Company to the Investors under theLoan Documents, as amended, as advances under the Amended and Restated Notes.**AMENDMENT**NOW, THEREFORE, the Parties agree as follows:**1.** **Amendment of Purchase Agreement**. The Purchase Agreement is hereby amended asfollows: (a) Each reference in the Purchase Agreement to the “Principal Amount” shall refer to theamount set forth opposite each Investor’s name beneath the caption “Total AggregatePrincipal Amount” on Schedule A attached hereto. (b) Schedule A to the Purchase Agreement is hereby deleted in its entirety and replacedwith Schedule A attached hereto. (c) Exhibit A to the Purchase Agreement is hereby deleted in its entirety and replaced withExhibit A attached hereto.
 
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 (d) Section 1.2 of the Purchase Agreement is hereby deleted in its entirety and replacedwith the following Section 1.2:“Subject to the terms and conditions of this Agreement, at the Initial Closing, andupon the date of any amendment hereto in which the Company agrees to issue a warrantunder this Agreement, the Company shall issue to each Investor a warrant (each suchwarrant, the **“Warrant”**and collectively, the **“Warrants”**), in the form attachedhereto as Exhibit B (in the case of Warrants issued pursuant toamendments hereto, with such adjustments as appropriate to reflect the issuance ofsuch Warrants subsequent to the Initial Closing), representing the right, subject tothe terms of the Warrant, to purchase in the aggregate up to the number of shares ofCommon Stock of the Company (as adjusted for stock splits, recapitalizations orother similar events) set forth opposite such Investor’s name beneath the caption**“Initial No. of Warrant Shares”**on Schedule A attached hereto. Upon theissuance of Warrants in connection with a Subsequent Closing (“**AdditionalWarrants**”), the attached Schedule A shall be amended to reflect theaggregate number of shares of Common Stock of the Company that the Investors havethe right to buy under all outstanding Warrants. Each Warrant shall, unless soonerterminated as provided therein, have a term of five years from the date of theInitial Closing, or, in the case of an Additional Warrant, from the date of theSubsequent Closing at which such Additional Warrant was issued, and shall beexercisable (subject to the terms of the Warrant) at an exercise price (subject toadjustment as set forth in the Warrant) equal to the Exercise Price.” (e) Section 1.3 of the Purchase Agreement is hereby deleted in its entirety and replacedwith the following Section 1.3:“Exercise Price. For purposes of this Agreement, “**Exercise Price**” shallmean (a) with respect to Warrants issued at the Initial Closing, $0.17 per share,and (b) with respect to Warrants issued at a Subsequent Closing, the closing priceper share of the Company’s Common Stock on the date prior to theBusiness Day of issuance ofsuch Additional Warrant, as set forth in such Additional Warrant.”**2.** **Amendment of Loan Documents**. Each Loan Documents is hereby amended as follows: (a) Each reference in each of the Loan Documents to the Loan shall refer to the Loan asincreased hereunder, in the maximum aggregate principal amount of $6,000,000. (b) Each reference in each of the Loan Documents to any Loan Document shall refer to suchLoan Document as amended or restated from time to time, including (without limitation) bythis Amendment. (c) Each reference in each of the Loan Documents to the Note or Notes shall refer to theAmended and Restated Note or Notes. (d) Each reference in each of the Loan Documents to the Warrants shall include theAdditional Warrants issued hereunder.
 
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**3.** **Conditions to Effectiveness**. The Investors’ and BCC’s entry into this Amendment andthe effectiveness hereof is subject to the prior or concurrent satisfaction (or waiver by theInvestors and BCC, in their sole discretion) of each of the conditions precedent set forth inthis Section 3 (capitalized terms used in this Section and not defined in thisAmendment shall have the meaning given in the Amended and Restated Notes): (a) Delivery by the Company to the Investors of an effective amendment to that certainSecond Amended and Restated Registration Rights Agreement dated as of March 12,2009, as amended by the First Amendment to the Second Amended and Restated RegistrationRights Agreement dated as of March 26, 2010 (as so amended, the **“Registration RightsAgreement”**), in the form attached hereto as Exhibit B (the “**Registration RightsAgreement Amendment**”, pursuant to which amendment the Registration Rights Agreement shall beamended to provide the Investors with registration rights with respect to the AdditionalWarrants; (b) The Investors shall have received (i) a certificate, dated the date hereof, of anauthorized signatory of the Company certifying (A) copies of the resolutions and otheractions taken or adopted by the Company authorizing the execution, delivery and performanceof this amendment, the Amended and Restated Notes, the Additional Warrants, and theRegistration Rights Agreement Amendment (and confirming that no resolutions or actionscontrary to such resolutions or actions have been taken) and (B) the Certificate ofIncorporation of the Company (which shall also be certified by the Secretary of State ofthe state in which the Company is organized or formed) and Bylaws of the Company, (ii) agood standing certificate with respect to the Company as of a date recently prior to thedate of hereof from the Secretary of the State of the state in which the Company isorganized or formed, and (iii) evidence of qualification of the Company to do business ineach jurisdiction where the nature of its properties or the conduct of its businessrequires it to be so qualified to do business as of a recent date and where the failure soto qualify could result in a Material Adverse Effect; (c) No claim, litigation, arbitration, governmental investigation, injunction, order,proceeding or inquiry shall be pending or threatened which: (i) seeks to enjoin or would bereasonably be expected to materially delay, impose material limitations on, or otherwiseprevent the consummation of, or to recover any damages or obtain relief as a result of, thetransactions contemplated by or in connection with the Loan Documents or this Amendment; or(ii) would otherwise be adverse to any of the parties hereto in any material respect withrespect to the transactions contemplated hereby; (d) The Investors shall have received a certificate, dated as of the date hereof, of anauthorized signatory of the Company to the effect that: (i) all conditions precedent setforth in this Section 3 have been satisfied; (ii) all representations andwarranties set forth in Section 4 of the Purchase Agreement are true and correct in allmaterial respects (except for representations or warranties already qualified bymateriality, which shall be true and correct in all respects) as of the date hereof; and(iii) all representations and warranties set forth in any other documents entered into inconnection herewith are true and correct in all material respects (except forrepresentations or warranties already qualified by materiality, which shall be true andcorrect in all respects); and
 
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 (e) The Investors shall have received a certificate, dated the date hereof, of anauthorized signatory of the Company to the effect that the Company has obtained andmaintains in full force and effect each and every consent, approval, filing andregistration by or with any Person, including, without limitation, any GovernmentalAuthority, necessary to authorize or permit (i) the execution, delivery or performance ofthe Loan Documents, this Amendment, and the Registration Rights Agreement Amendment, (ii)the issuance of the Amended and Restated Notes and the Additional Warrants (including anyapproval,consent, filing and registration required under Federal or State securities laws), (iii) thevalidity or enforceability of the documents specified in clauses (i) and (ii), or (iv) theconsummation of the transactions contemplated by the Loan Documents and hereby.**4.** **Amendment and Restatement of Notes**. Each Note is hereby amended and restated intothe form attached hereto as Exhibit A.**5.** **Conversion of Bridge Note**. The obligations of the Company under Bridge Note arehereby converted into obligations of the Company under the Amended and Restated Notes, withthe unpaid principal amount and accrued and unpaid interest under the Bridge Note convertedinto advances under the Amended and Restated Notes. Such advances shall be reflected onSchedule 1 to each Amended and Restated Note as a drawdown hereunder on the date hereof.Promptly following the execution hereof, the Investors shall deliver the Bridge Note to theCompany to reflect such conversion and cancellation.**6.** **Issuance of Additional Warrants**. Pursuant to Section 1.2 of the Purchase Agreement,as amended hereby, the Company shall issue to the Investors the Additional Warrants dated asof the date hereof.**7.** **Expenses**. The Company shall reimburse the reasonable expenses of the Investors(including the fees of one special counsel for both the Investors) with respect to thenegotiation, execution and delivery of this Amendment and the other Loan Documents amendedhereunder, the Amended and Restated Notes, the Additional Warrants, the Bridge Note and theAmendment to Security Agreement by and between the Company and BCC dated as of November 2,2010, in an amount not to exceed $30,000 in the aggregate.**8.** **Survival**. Except as expressly modified hereby, all of the provisions of the PurchaseAgreement remain in full force and effect and shall be unaffected by this Amendment.**9.** **Execution in Counterparts**. This Amendment may be executed in one or morecounterparts, each of which shall be deemed an original but all of which together willconstitute one and the same instrument. This Amendment or any counterpart may be executed anddelivered by facsimile or email with scan attachment copies or pdf, each of which shall bedeemed an original.**10.** **Consent of Parties to this Amendment**. Each Party hereto shall be deemed to haveconsented to only the amendments described hereunder that amend Loan Documents to which suchParty is a party.
 
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first abovewritten.           **COMPANY:**             **VIA PHARMACEUTICALS, INC.**             By: /s/ Karen S. Wright             Name: Karen S. Wright      Title: Vice President, Controller             Address:     VIA Pharmaceuticals, Inc.    750 Battery Street, Suite 330    San Francisco, California 94111    Attention: Vice President, Controller    Facsimile: (415) 283-2214    Electronic mail:    Karen.Wright@viapharmaceuticals.com  *[Signature page to Omnibus Amendment]*
 
 

 
           **INVESTORS:**     **BAY CITY CAPITAL FUND IV, L.P.**             By: Bay City Capital Management IV LLC, its general partner             By: Bay City Capital LLC, its manager             By: /s/ Fred Craves              Name: Fred Craves      Title: Managing Director             Address:    Bay City Capital Fund IV, L.P.    750 Battery Street, Suite 400    San Francisco, California 94111    Attention: Managing Director    Facsimile:    Electronic mail:             **BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P.**,             By: Bay City Capital Management IV LLC, its general partner             By: Bay City Capital LLC, its manager             By: /s/ Fred Craves             Name: Fred Craves      Title: Managing Director             Address:    Bay City Capital Fund IV, L.P.    750 Battery Street, Suite 400    San Francisco, California 94111    Attention: Managing Director    Facsimile:    Electronic mail:  *[Signature page to Omnibus Amendment]*
 
 

 
           **BCC:**             **BAY CITY CAPITAL LLC**             By: /s/ Fred Craves               Name: Fred Craves      Title: Manager and Managing Director             Address:    Bay City Capital, LLC    750 Battery Street, Suite 400    San Francisco, California 94111    Attention: Manager and Managing Director    Facsimile: (415) 835-5569  *[Signature page to Omnibus Amendment]*
 
 

 
**Schedule A****SCHEDULE OF INVESTORS**As amended and restated on November 15, 2010                               **Principal**  **Principal**             **Principal**  **Amount of**  **Amount**  **Total**      **Aggregate**   **Amount**  **Drawdown on**  **Available on**  **Aggregate**  **Initial No. of**  **No. of**   **of Initial**  **November 15**,  **November 15**,  **Principal**  **Warrant**  **Warrant** **Name** **Advance**  2010  2010  **Amount**  **Shares**  **Shares**                          Bay City CapitalFund IV, L.P. $1,223,625  $197,148  $2,739,552  $5,873,400   17,274,706   58,636,678                          Bay City CapitalFund IVCo-Investment Fund,L.P.  26,375  $4,249  $59,051   126,600   372,353   1,263,902                                             **TOTAL** $1,250,000  $201,397  $2,798,603  $6,000,000   17,647,059   59,900,580 
 
 

 
**Exhibit A**