CONVERSION AGREEMENT

Exhibit 10.19

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (the “Agreement”) is made and entered into on the 11 ^th day of May, 2007, by and between CORAUTUS GENETICS INC. , a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION , a Delaware corporation (“BSC”).

WHEREAS , the Company has issued to BSC One Million Three Hundred Eighty-Five Thousand Three Hundred Seventy-Seven (1,385,377) shares of the Company’s Series D Preferred Stock (“Series D Preferred Shares”) pursuant to that certain Investment Agreement dated July 30, 2003, and the Certificate of Designation of Preferences and Rights of Series D Preferred Stock dated and filed with the Secretary of State of the State of Delaware on July 29, 2003 (“Series D Designation”); and

WHEREAS , pursuant to Series D Designation, the Series D Preferred Shares currently are convertible into 1,420,339 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”); and

WHEREAS , the Company has issued to BSC Two Million Four Hundred Seventy-Five Thousand Six Hundred Fifty-Nine (2,475,659) shares of the Company’s Series E Preferred Stock (“Series E Preferred Shares” and together with the Series D Preferred Shares, the “Preferred Shares”) pursuant to that certain Recapitalization Agreement, dated June 30, 2006, as amended October 31, 2006 (“Recapitalization Agreement”), and the Certificate of Designation of Preferences and Rights of Series E Preferred Stock dated and filed with the Secretary of State of the State of Delaware on June 29, 2006 (“Series E Designation”); and

WHEREAS , pursuant to the Series E Designation the Series E Preferred Shares currently are convertible into 2,475,659 shares of Common Stock; and

WHEREAS , pursuant to the Series E Designation the holder of the Series E Preferred Shares is entitled to receive a stock dividend with value equal to the annual rate of 6% of the Series E Preferred Shares original issuance price; and

WHEREAS , the Company’s Board of Directors declared a dividend of Series E Preferred Stock convertible into 74,270 shares of Common Stock and payable to the holders of Series E Preferred Shares (“Dividend”); and

WHEREAS , pursuant to that certain Agreement and Plan of Merger and Reorganization, by and among the Company, VIA Pharmaceuticals, Inc. (“VIA”), and Resurgens Merger Corp., dated February 7, 2007, the Company has agreed to issue Common Stock to the stockholders of VIA (“Issuance”) upon the closing date of the merger transaction contemplated thereby (“Merger”); and

WHEREAS , pursuant to the Series D Designation and the Series E Designation, the Series D Preferred Shares and Series E Preferred Shares are entitled to conversion price adjustments upon the issuance of capital stock of the Company for consideration to the Company below a certain specified price, subject to limitations set forth in the Recapitalization Agreement; and

WHEREAS , after giving effect to the Dividend, the Issuance and the corresponding conversion price adjustments, the Series D Preferred Shares and the Series E Preferred Shares are convertible into 5,205,173 and 3,926,042 shares of Common Stock, respectively; and

WHEREAS , the Company and BSC desire to undertake a conversion of the Preferred Shares, whereby BSC shall convert all of the Preferred Shares for 9,131,215 shares of Common Stock effective immediately prior to the consummation of the Merger (“Effective Time”); and

WHEREAS , the Company and BSC desire to set forth the registration rights with respect to the Conversion Shares (as below defined); and

WHEREAS , the Company and BSC desire to terminate certain agreements between the parties.

NOW THEREFORE , in consideration of the premises set forth above, the promises and the covenants hereinafter contained and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1 Conversion of Preferred Shares for Common Stock. At the Effective Time, BSC shall convert the Preferred Shares into 9,131,215 shares of Common Stock (“Conversion Shares”).

1.2 Stock Certificate . At the Effective Time, the Company shall cancel all outstanding certificates evidencing the Preferred Shares and subsequently shall deliver to BSC a certificate reflecting the issuance of the Conversion Shares.

1.3 Termination of Preferences and Rights of the Preferred Shares . As of the Effective Time, all of the preferences and rights of the Preferred Shares granted pursuant to the Series D Designation and Series E Designation shall be forever terminated and extinguished.

2.1 Termination of Certain Agreements . At the Effective Time, the following agreements shall be terminated, and no party shall have any continuing rights or obligations thereunder:

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2.2 Registration Rights of Conversion Shares .

(i) Demand Registration

If at any time after the 270 ^th day following the Effective Time BSC shall request the Company in writing (each, a “Demand”) to register under the Securities Act of 1933, as amended (“Securities Act”), a specified number of Conversion Shares, the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of the Conversion Shares which the Company has been so requested to register as soon as reasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file a registration statement with the SEC under the Securities Act (“Registration Statement”) to effect such registration; provided, that each such request shall (a) specify the number of shares of Conversion Shares intended to be offered and sold, (b) describe the nature or method of the proposed offer and sale thereof and (c) contain the undertaking of BSC to provide all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement; provided, further, that with respect to any Demands under this Section 2.2(i) , the anticipated aggregate offering price of the Conversion Shares covered by such registration exceeds $2,000,000 (net of underwriting discounts and commissions).

(ii) Selection of Underwriter(s)

If the registration pursuant to Section 2.2(i) relates to an underwritten offering, the managing or lead underwriter(s) shall be an underwriter(s) of nationally recognized standing selected by the Company, which shall be reasonably acceptable to BSC; provided, if the foregoing is inconsistent with any agreement that is in effect between the Company and an underwriter on the date hereof (but not as such agreement may be hereafter amended), then BSC shall have the right to approve the co-lead manager.

(iii) Priority in Demand Registration

If a registration pursuant to Section 2.2(i) involves an underwritten offering, and the managing or lead underwriter(s) shall advise BSC in writing (a copy of which shall be provided to the Company by BSC) that, in its or their reasonable commercial judgment, the number of Conversion Shares requested to be included in such registration by BSC exceeds the number which can be sold in such offering within a price range acceptable to BSC, the Company shall include in such registration the number of securities that the Company is so advised can be sold in such offering, as follows: (i) first, the Conversion Shares proposed to be included by BSC, (ii) second, the securities requested to be registered by the Company, unless otherwise provided in an agreement between the Company and another person(s), and (iii) third, the securities of any other person(s) proposed to be included in such registration, in accordance, as to the priorities among such other person(s), with the rights contained in the respective agreements into which such person(s) and the Company have entered.

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(iv) Limits on Demand Registrations

The Company shall not be required to effect any registration pursuant to Section 2.2(i) or 2.2(vi) after one Demand requested by BSC pursuant to Section 2.2(i) and/or 2.2(vi) shall have been effected.

(v) Withdrawal

BSC shall have the right to request withdrawal of any Registration Statement filed with the SEC pursuant to Section 2.2(i) or Section 2.2(vi) (and the Company shall so withdraw such Registration Statement) so long as such Registration Statement has not become effective, provided that, in such case, BSC shall pay all related out-of-pocket Registration Expenses (as defined below in Section 2.2(xi)) reasonably incurred by the Company unless a Registration Statement shall be effected pursuant to Section 2.2(i) or Section 2.2(vi) within 270 days after such withdrawal.

(vi) Shelf Registration

If at any time after the 270 ^th day following the Effective Time BSC shall request to the Company in writing, the Company shall use commercially reasonable efforts to file and cause to be declared effective a “shelf’ Registration Statement on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the SEC) under the Securities Act for Conversion Shares, which form shall be available for the sale of the Conversion Shares in accordance with the intended method or methods of distribution thereof. The Company agrees to use commercially reasonable efforts to keep such Registration Statement continuously effective and usable for resale of Conversion Shares, for a period of twenty-four months from the date on which the SEC declares such Registration Statement effective or such shorter period which will terminate at such time as BSC has sold all the Conversion Shares covered by such Registration Statement; provided, however, that the Company may elect that such Registration Statement not be filed or usable during any Blackout Period (as defined in Section 2.2(x)(ii)). BSC shall be entitled to a total of one “shelf’ registration pursuant to this Section 2.2(vi), which shall count as one Demand for purposes of the limitations on Demands set forth in Section 2.2(iv).

(vii) Effective Registration Statement

A registration requested pursuant to Section 2.2(i) or 2.2(vi)shall not be deemed to be effected if (a) a Registration Statement with respect thereto shall not have become effective under the Securities Act and remained effective for at least 90 days or until the completion of the distribution of the Conversion Shares thereunder, whichever is earlier (including, without limitation, because of a withdrawal of such Registration Statement by BSC prior to the effectiveness thereof pursuant to Section 2.2(v) hereof), (b) after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the SEC or any other governmental authority, or as a result of the initiation of any proceeding for such a stop order by the SEC through no fault of BSC and the result of such interference is to prevent BSC from disposing of such Conversion Shares proposed to be sold in

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accordance with the intended methods of disposition, (c) the Company exercises its rights under Section 2.2(x)(ii), and the result is a delay in the proposed distribution of any Conversion Shares and BSC determines not to sell such Conversion Shares pursuant to such registration as a result of such delay, or (d) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of BSC.

(viii) Piggyback Registration

Beginning on the date of the issuance of the Conversion Shares, if the Company proposes to register any shares of Common Stock for itself or any of its stockholders (the stockholders at such time being the “Existing Holders”) under the Securities Act on a Registration Statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), the Company shall give written notice of such proposal at least 15 days before the anticipated filing date, which notice shall include the intended method of distribution of such shares, to BSC. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 2.2(ix), upon the written request of BSC, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the Conversion Shares intended to be disposed of by BSC), the Company will use commercially reasonable efforts to include in the Registration Statement the Conversion Shares referred to in BSC’s request; provided, however, that if such Registration Statement relates to a Public Offering (as below defined), then any participation in such Public Offering by BSC shall be on substantially the same terms as the Company’s (or its other stockholders’) participation therein; and provided further that the amount of Conversion Shares to be included in any such Public Offering shall not exceed the maximum number which the managing underwriter of such Public Offering considers in its reasonable commercial judgment to be appropriate based on market conditions and other relevant factors (the “Maximum Number”). BSC shall have the right to withdraw a request to include Conversion Shares in any Public Offering pursuant to this Section 2.2(viii) by giving written notice to the Company of its election to withdraw such request at least ten business days prior to the proposed effective date of such Registration Statement. For purposes hereof, “Public Offering” shall mean the offer of shares of Common Stock or securities convertible into or exchangeable for Common Stock on a broadly-distributed basis, not limited to sophisticated investors (except for qualified institutional buyers pursuant to Rule 144A under the Securities Act), pursuant to a firm-commitment or best-efforts underwriting or purchase arrangement.

(ix) Priority in a Piggyback Registration

If the lead managing underwriter for any Public Offering to be effected in which BSC seeks registration pursuant to Section 2.2(viii) shall advise the Company and BSC (each, a “Seller” and, collectively, the “Sellers”) in writing that the number of shares of Common Stock sought to be included in such Public Offering (including those sought to be offered by the Company, those sought to be offered by BSC pursuant to Section 2.2(viii) and those sought to be offered by Existing Holders) is more than the Maximum Number, the shares of Common Stock to be included in such Public Offering shall be allocated pursuant to the following procedures: First, the Company shall be entitled to include all of the securities that it has proposed to include;

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Second, to the Existing Holder, if any, that requested the Registration Statement be filed for the Public Offering pursuant to a rights agreement between the Company and such Existing Holder; and Third, to the extent that any other securities may be included without exceeding the Maximum Number, to BSC on a basis no less favorable than that of any other holder of the Company’s securities (other than the requesting Existing Holder immediately above).

(x) Obligations of the Company

(i) Whenever the Company is required by the provisions of this Agreement to use commercially reasonable efforts to effect the registration of any Common Stock under the Securities Act, the Company shall, as expeditiously as possible, (i) prepare and file with the SEC a Registration Statement with respect to such Conversion Shares, and shall use commercially reasonable efforts to cause such Registration Statement to become effective and to remain effective until the sale of all of the shares of Conversion Shares so registered or, in the case of a “shelf” registration statement filed pursuant to Section 2.2(vi), for the period specified in that Section; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be reasonably necessary to make and to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered pursuant to such Registration Statement until the sale of all of the shares of Conversion Shares so registered or, in the case of a “shelf” registration statement filed pursuant to Section 2.2(vi), for the period specified in that Section; and (iii) take all such other action either necessary or desirable to permit the shares of Conversion Shares held by BSC to be registered and disposed of in accordance with the method of disposition described herein.

(ii) Notwithstanding the foregoing, if the Company shall furnish to BSC a certificate signed by its Chairman, Chief Executive Officer or Chief Financial Officer stating that filing a Registration Statement or maintaining effectiveness of a current Registration Statement would have a serious detrimental effect on the Company or its stockholders in relation to any material financing, acquisition or other corporate transaction, and the Company has determined in good faith that such registration rights are not in the best interests of the Company and its shareholders, the Company shall be entitled to postpone filing or suspend the use by BSC of the Registration Statement for a reasonable period of time, but not in excess of 180 consecutive calendar days (a “Blackout Period”). The Company shall be entitled to exercise such suspension rights more than one time in any calendar year; provided that such exercise shall not prevent BSC from being entitled to at least 180 days of effective registration rights per year and that no suspension period may commence if it is less than 30 calendar days from the prior such suspension period.

(iii) In connection with any Registration Statement pursuant to which BSC shares are being registered, the following provisions shall apply:

(1) The Company shall furnish to BSC, prior to the filing thereof with the SEC, a copy of any Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the prospectus included therein and shall afford BSC, the managing underwriters, and their respective counsel, if any, a reasonable opportunity within a reasonable time period to review and comment on copies of all such documents (including a reasonable opportunity to review copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed.

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(2) The Company shall take such action as may be necessary so that: (i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference) complies in all material respects with the Securities Act and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder, (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any prospectus forming part of any Registration Statement, and any amendment or supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(3) The Company shall advise BSC and, if requested by BSC, confirm such advice in writing of:

a. when a Registration Statement and any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;

b. any request by the SEC for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

c. the issuance by the SEC of any stop order suspending effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

d. the receipt by the Company of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

e. the happening of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the Registration Statement and the prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to suspend the use of the prospectus relating to such Conversion Shares until the requisite changes have been made).

(4) The Company shall use commercially reasonable efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the Registration Statement relating to such Conversion Shares at the earliest possible time.

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(5) The Company shall furnish to BSC with respect to the Registration Statement relating to such Conversion Shares, without charge, such number of copies of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and all reports, other documents and exhibits (including those incorporated by reference) as BSC shall reasonably request.

(6) The Company shall furnish to BSC such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented Prospectus) relating to such Conversion Shares, in conformity with the requirements of the Securities Act, as BSC may reasonably request in order to effect the offering and sale of the shares of such Conversion Shares to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the Registration Statement to remain effective, and the Company consents (except during a Blackout Period or event contemplated by Section 2.2(x)(iii)(3)(c)-(e)) to the use of the prospectus or any amendment or supplement thereto by BSC in connection with the offering and sale of the Conversion Shares covered by the prospectus or any amendment or supplement thereto.

(7) Prior to any offering of securities pursuant to any Registration Statement, the Company shall use commercially reasonable efforts to register or qualify the Conversion Shares covered by such Registration Statement under the securities or blue sky laws of such states as BSC shall reasonably request, and do any and all other acts and things either reasonably necessary or advisable to enable BSC to consummate the public sale or other disposition of the Conversion Shares in jurisdictions where BSC desires to effect such sales or other disposition; provided that the Company shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject, to qualify as a foreign corporation in any jurisdiction where the Company is not so qualified or subject it to taxation in any such jurisdiction.

(8) In connection with any offering of Conversion Shares registered pursuant to this Agreement, the Company shall (x) furnish BSC, at the Company’s expense, on a timely basis with certificates free of any restrictive legends representing ownership of the Conversion Shares being sold in such denominations and registered in such names as BSC shall request and (y) instruct the transfer agent and registrar of the Conversion Shares to release any stop transfer orders with respect to the Conversion Shares and to cooperate with BSC and its underwriters (if any).

(9) Upon the occurrence of any event contemplated by Section 2.2(x)(iii)(3)(c)-(e) above, the Company shall promptly prepare a post-effective amendment to any Registration Statement or an amendment or supplement to the related prospectus or file any other required document so that, as thereafter delivered to purchasers of the Conversion Shares included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company notifies BSC of the occurrence of any Blackout Period or any event contemplated by Section 2.2(x)(iii)(3)(c)-(e) above, BSC shall suspend the use of the prospectus, until the requisite changes to the prospectus have been made.

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(10) The Company shall, if requested, promptly include or incorporate in a prospectus supplement or post-effective amendment to a Registration Statement, such information as the managing underwriters administering an underwritten offering of the Conversion Shares registered thereunder reasonably request to be included therein and to which the Company does not reasonably object and shall make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after they are notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment.

(11) If requested, the Company shall enter into an underwriting agreement with an investment banking firm or firms (in the case of a registration pursuant to Section 2.2(i) or 2.2(vi) selected by BSC) containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary underwritten distributions, and in connection therewith, if an underwriting agreement is entered into, the Company shall use commercially reasonable efforts to cause the same to contain indemnification provisions and procedures substantially identical to those set forth in Section 2.2(xii) (or such other provisions and procedures acceptable to the managing underwriters, if any) with respect to all parties to be indemnified pursuant to Section 2.2(xii) and take all such other actions as are reasonably requested by the managing underwriters for such underwritten offering in order to expedite or facilitate the registration or the disposition of such Conversion Shares.

(12) In the event BSC proposes to conduct an underwritten Public Offering, then the Company shall: (i) make reasonably available for inspection by BSC and its counsel, any underwriter participating in any distribution pursuant to such Registration Statement, and any attorney, accountant or other agent retained by BSC or any such underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries as shall be reasonably necessary to enable them to conduct a “reasonable” investigation for purposes of Section 11(a) of the Securities Act; (ii) cause the Company’s officers, directors and employees to make reasonably available for inspection all relevant information reasonably requested by BSC or any such underwriter, attorney, accountant or agen