Amended And Restated Promissory Note

Second Amendment to Amended and Restated Promissory Note

Exhibit 10.19
THIS SECOND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment") is entered into as of March 24, 2011 by and among BAY CITY CAPITAL FUND IV, L.P. (“Investor”) and VIA PHARMACEUTICALS, INC., a Delaware corporation (the “Company"). Investor and the Company are sometimes referred to in this Amendment, individually, as a “Party” and, collectively, as the “Parties.
1.   Amendment of Note. The Parties hereby agree to amend that certain Promissory Note, dated March 26, 2010, made and issued by the Company to Investor under that certain Note and Warrant Purchase Agreement dated as of March 26, 2010, which Promissory Notes were amended and restated on November 15, 2010 and amended on January 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”), as follows: the phrase “June 30, 2011” in subclause (i) of Section 4 of the Note is hereby deleted in its entirety and replaced with “September 30, 2011.”
2.   Survival. Except as expressly modified hereby, all of the provisions of the Note remain in full force and effect and shall be unaffected by this Amendment.
3.   Execution in Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Amendment or any counterpart may be executed and delivered by facsimile or email with scan attachment copies or pdf, each of which shall be deemed an original.
[Signature Page Follows]




IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
  By: /s/ Karen S. Wright
  Name: Karen S. Wright
  Title: VP Finance, Controller
  VIA Pharmaceuticals, Inc.
  750 Battery Street, Suite 330
  San Francisco, California 94111
  Attention: Vice President, Controller
  Facsimile: (415) 283-2214
  Electronic mail:
[Signature page to Note Amendment]




  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
  Bay City Capital Fund IV, L.P.
  750 Battery Street, Suite 400
  San Francisco, California 94111
  Attention: Managing Director
  Electronic mail:
[Signature page to Note Amendment]