PROMISSORY NOTE

Exhibit 10.2

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THIS PROMISSORY NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT, DATED MARCH 12, 2009, WHICH RESTRICTIONS ON TRANSFER ARE INCORPORATED HEREIN BY REFERENCE.

PROMISSORY NOTE

      FOR VALUE RECEIVED, VIA Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), promises to pay to the order of Bay City Capital Fund IV, L.P., or its registered assigns (“ Holder ”), the principal amount outstanding from time to time under this Promissory Note (the “ Note ”), with interest, on the outstanding principal amount at the rate of fifteen percent (15%) per annum (computed on the basis of actual calendar days elapsed and a year of 365 days) or, if less, at the highest rate of interest then permitted under applicable law; provided, however, that from and after an Event of Default (as defined below), the outstanding principal balance under this Note from time to time shall accrue interest at the rate of eighteen percent (18%) per annum (computed on the basis of actual calendar days elapsed and a year of 365 days) or, if less, at the highest rate permitted by applicable law (the “ Post-Default Rate ”). Interest shall commence with the date hereof and shall continue on the outstanding principal of this Note until paid.

     1.  Definitions . For purposes of this Note, the following terms shall have the following meanings (capitalized terms used herein but not otherwise defined shall have the meanings provided therefor in that certain Note and Warrant Purchase Agreement (the “ Agreement ”) dated as of March 12, 2009, by and among the Company and the investors set forth on Schedule A thereto):

     “ Business Day ” means any day which is not a Saturday or Sunday or a legal holiday on which banks are authorized or required to be closed in San Francisco, California.

     “ Collateral ” shall have the meaning assigned to such term in the Security Agreement.

     “ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” (and the lower-case versions of the same) shall have meanings correlative thereto.

     “ Convertible Securities ” shall mean evidences of Debt, shares of stock or other securities or instruments which are convertible into or exchangeable for shares of common stock, either immediately or upon the arrival of a specified date or the occurrence of a specified event.

     “ Debt ” shall mean all liabilities, obligations and indebtedness of every kind and nature of any Person, including, without limitation: (1) indebtedness or liability for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (2) obligations as lessee under any leases (including under any capital leases); (3) any reimbursement or other obligations under any performance or surety bonds or any letters of credit issued for the account of such Person; (4) all net obligations in respect of any derivative products; (5) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any other Person, or otherwise to assure a creditor against loss; and (6) obligations secured by any Lien on property owned by such Person, whether or not the obligations have been assumed.

     “ GAAP ” means generally accepted accounting principles in the United States, consistently applied.

     “ Governmental Authority ” shall mean any federal, state, local or other governmental department, commission, board, bureau, agency or other instrumentality or authority, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government.

     “ Lien ” shall mean any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), claim or other priority or preferential arrangement of any kind or nature whatsoever (other than a financing statement filed by a lessor in respect of an operating lease not intended as security).

     “ Material Adverse Effect ” shall mean event, matter, condition or circumstance which (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations, condition (financial or otherwise) or prospects of the Company; (ii) would materially impair the ability of the Company, or any other Person to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) affects the legality, validity, binding effect or enforceability of any of the Transaction Documents or the perfection or priority of any Lien granted to the Investor under any of the Collateral Documents.

     “ Obligations ” shall mean all obligations of the Company to Holder howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due, which arise out of or in connection with this Note, the Collateral Documents and each other related document including, without limitation, all costs and expenses incurred by Holder in connection with the enforcement of this Note or the Collateral Documents.

     “ Options ” shall mean any rights or options to subscribe for or to purchase common stock or Convertible Securities.

     “ Permitted Debt ” shall mean the Obligations, trade accounts payable incurred in the ordinary course which are due no later than 90 calendar days after invoice, other current liabilities incurred in the ordinary course of business and not incurred through the borrowing of money or the obtaining of credit, obligations under long-term real property leases incurred in the ordinary course of business, short-term lease obligations of the Company in an amount per annum not exceeding $75,000 in the aggregate, Debt incurred to finance the cost of tangible personal property (which was acquired after the date hereof, and the cost of which, individually or in the aggregate, does not exceed $75,000), Debt in respect of taxes or other governmental charges which is not yet due or which is being contested in good faith by appropriate proceedings, and any refinancing, extension or renewal of any existing Debt permitted hereunder not involving an increase in the principal amount thereof.

     “ Permitted Liens ” shall mean, as of any particular time, (a) Liens of taxes, assessments or other charges of an Governmental Authority not then delinquent or being contested as provided below, (b) Liens created in favor of the Investor pursuant to the Collateral Documents, (c) any mechanic’s, worker’s, repairer’s, supplier’s, vendor’s or like Liens securing obligations arising in the ordinary course of business that (i) are not mature and not overdue, or (ii) both (x) are being contested in good faith and (y) as to which adequate reserves have been established on the books of the Company in accordance with GAAP or (z) that do not materially impair the value of value of the Collateral provided to the Investor pursuant to the Collateral Documents and could not result in an aggregate liability in excess of $75,000, (d) Liens upon tangible personal property (which was acquired after the date hereof, and the cost of which, individually or in the aggregate, does not exceed $75,000) granted by the Company, each of which Liens was created solely to secure Debt incurred to finance the cost of such property (provided that no such Lien shall extend to cover any property other than the property so acquired), (e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution, provided that such deposit account is not a dedicated cash collateral account, and (f) any Liens disclosed in writing to Holder and existing as of the date of the Initial Closing under the Agreement. A contest referred to in this definition shall be permitted only if the execution or enforcement of the Lien being contested shall have been stayed as a result thereof and such contest could not be reasonably be expected to have a Material Adverse Effect.

     “ Person ” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

     “ Subsidiary ” shall mean, with respect to any Person (herein referred to as the “ parent ”), any corporation, limited liability company, partnership, association or other business entity (a) of which securities of other ownership interests representing more than 50% of the equity or more

than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held by the parent, or (b) that is, at any time any determination is made, otherwise Controlled by, the parent or one or more Subsidiaries of the parent and one or more Subsidiaries of the parent.

     2.  Note and Warrant Purchase Agreement . This Note is issued pursuant to the terms of the Agreement.

     3.  Principal; Drawdowns .

     (a) The principal of this Note shall equal the advances made by Holder to the Company from time to time. On the date of the Initial Closing, the Company shall receive an advance on this Note of an amount equal to $1,957,800 (the “ Initial Drawdown ”). The Company may request additional drawdown advances (each, an “ Additional Drawdown ” and, together with the Initial Drawdown, a “ Drawdown ”) thereafter on this Note up to a maximum aggregate principal amount of $9,789,000 (including the $1,957,800 drawdown on the date of the Initial Closing). Holder may, in its sole discretion, determine whether to accept or reject such additional drawdown request from the Company.

     (b) The Company shall provide Holder at least ten Business Days prior written notice of the Company’s intention to drawdown any additional advances on this Notice. If Holder accepts such additional drawdown request, it shall notify the Company in writing of such acceptance within such ten Business Day period.

     (c) Each drawdown shall be recorded on the grid in Schedule 1 hereto. The Company hereby authorizes Holder to record on the grid in Schedule 1 hereto all advances, repayments, prepayment and unpaid principal balance on this Note from time to time to reflect the drawdown advances made on the date of the Initial Closing and any subsequent drawdown advance.

     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) September 14, 2009, 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 ”).

     5.  Payments .

     (a)  Form of Payment . All payments of interest and principal shall be in accordance with Section 20 herein.

     (b)  Interest Payments . The Company shall pay to Holder accrued and unpaid interest on the Maturity Date. Interest at the rate first set forth above shall accrue on any interest which has not been paid on the date on which it is payable until such time as payment therefor is actually delivered to Holder.

     (c)  Prepayment . The Company shall have the right to prepay any and all amounts owed under this Note in whole or in part at any time without notice.

     (d)  Collateral Documents . The Company’s obligations hereunder shall be secured pursuant to the Collateral Documents.

     6.  Repayment Upon Maturity . All outstanding Obligations under this Note shall become immediately due and payable on the Maturity Date.

     7.  Repayment Upon Acquisition or Financing . In the event that the Company sells, conveys, licenses or otherwise disposes of a majority of its assets or is acquired by way of a merger, consolidation, reorganization or other transaction or series of transactions pursuant to which stockholders of the Company prior to such acquisition own less than fifty percent (50%) of the voting interests in the surviving or resulting entity (each, an “ Acquisition ”), then all outstanding Obligations under this Note shall, at the option of Holder, become immediately due and payable upon the closing of the Acquisition, senior in preference to any payment in respect of any other equity or debt security of the Company. In the event that the Company closes a Debt, equity or combined Debt or equity financing resulting in gross proceeds or available credit to the Company of not less than $20,000,000, including the gross proceeds from this Note to the extent that any amounts owing hereunder are converted into Debt or equity in connection with such financing (a “ Financing ”), then all of the remaining outstanding Obligations under this Note shall, at the option of Holder, become immediately due and payable upon the closing of such financing.

     8.  Affirmative Covenants . So long as any Obligations under this Note remain outstanding, the Company shall:

     (a)  Compliance with Laws . Comply in all material respects with applicable laws, rules, regulations and orders, such compliance to include, without limitations, paying before the same become delinquent all taxes, assessments, and charges imposed upon it or upon its property by any Governmental Authority except for good faith contests for which adequate reserves are being maintained.

     (b)  Information . Deliver to Holder or cause to be delivered to Holder, in form and detail satisfactory to Holder, the following financial and other information:

          (i) as soon as available but no later than 90 days after and as of the end of each fiscal year, the Company’s annual audited financial statements, accompanied by an unqualified report thereon of in