Exhibit 10.19
THIRD AMENDMENT TO DEVELOPMENT
AGREEMENT
This THIRD AMENDMENT TO
DEVELOPMENT AGREEMENT (“Amendment”) is made as of
February 2, 2006, by and between BOSTON SCIENTIFIC
CORPORATION (“ BSC ”), a Delaware
corporation, and CORAUTUS GENETICS INC. (the “
Company ”), a Delaware corporation (each a
“Party,” and collectively, the “ Parties
”).
WHEREAS , pursuant to the Investment Agreement, dated
July 30, 2003, between BSC and Company (the “
Investment Agreement ”), BSC and Company agreed,
subject to the conditions set forth therein, to enter into a Loan
Agreement, an Investor Rights Agreement, a Development Agreement
(as amended, the “ Development Agreement ”), a
Distribution Agreement and a Patent Sublicense
Agreement;
WHEREAS , pursuant to such agreements, the Parties
agreed to cooperate to develop products that use VEGF-2 for the
treatment of diseases of the heart or peripheral vascular
system;
WHEREAS , the Development Agreement requires the Company
to use commercially reasonable efforts to complete Clinical
Development of the Final Product in accordance with an established
schedule set forth in Section 2.03 of the Development
Agreement;
WHEREAS, the Parties previ
