Exhibit 10.1






Exhibit 10.1


FOURTH AMENDMENT TO PROMISSORY NOTE




THIS FOURTH AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered as of February 26, 2010,
by and between VIA Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Bay City Capital Fund IV,
L.P., or its registered assigns (the “Holder”).



RECITALS




1. The Holder agreed to lend to the Company in the aggregate up to $9,789,000.00 pursuant to the terms of a
Promissory Note dated March 12, 2009, as amended on September 11, 2009, October 30, 2009 and December 22, 2009,
respectively (the “Note”); and



2. The Company and the Holder have agreed to amend certain provisions of the Note, subject to terms and conditions
set forth in this Amendment.



AGREEMENT




NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby covenant and agree to be bound as follows:



Section 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Note, unless the context shall otherwise require.



Section 2. Amendments. Section 4 of the Note is hereby amended in its entirety to read as follows:




4. Maturity. Unless sooner paid, the entire unpaid principal amount and all unpaid accrued
interest shall become fully due and payable on the earliest of (i) April 1, 2010, and (ii) the acceleration of
the maturity of this Note by Holder upon the occurrence of an Event of Default (such earliest date, the
“Maturity Date”).



Section 3. No Other Amendments. Except as specifically amended hereby, the Note shall continue in full
force and effect as written.



Section 4. Governing Law. This Amendment is made pursuant to and shall be governed by, construed and
enforced in accordance with the laws of the State of California, without regard to the conflict of laws principles
thereof.



Section 5. Captions; Pronouns. All articles and section headings or captions contained in this Amendment
are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the
scope of this Amendment or the intent of any provision thereof. As used herein, all pronouns shall include the
masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.


 


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Section 6. Severability. If any provision of this Amendment or application to any party or circumstance
shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder
of this Amendment or the application of such provision to any other party or circumstances shall not be affected
thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.



Section 7. Counterparts; Effectiveness. This Amendment may be executed in one or more counterparts, each
of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement.



Signature page follows.








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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written
above.




THE COMPANY:




VIA PHARMACEUTICALS, INC.




By:    /s/ Lawrence Cohen                               

Name: Lawrence Cohen

Title: President and Chief Executive Officer





THE HOLDER:




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: Manager and Managing Director




[Signature Page to Fourth Amendment to Promissory Note]




 


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