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FIRST AMENDMENT TO PROMISSORY
NOTE
THIS FIRST
AMENDMENT TO PROMISSORY NOTE (this “ Amendment
”) is made and entered as of September 11, 2009, 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
”).
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 (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.
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) October 31, 2009, and (ii) the
acceleration of the maturity of this Note by Holder upon the
occurrence of an Event of
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