AGREEMENT FOR THE TRANSFER OF SPONSORS OBLIGATIONS

EXHIBIT 10.37

AGREEMENT FOR THE TRANSFER OF SPONSORS OBLIGATIONS

WHEREAS, Corautus Genetics Inc. (hereinafter “CGI”) corporation doing business at 75 Fifth Street, NW, Suite 313, Atlanta, GA 30308 has developed an article pVGI.1(VEGF2) which it wishes to test in clinical trials for myocardial ischemia (MI); and,

WHEREAS, CGI wishes to transfer some, but not all, of its legal obligations surrounding its objective of filing an Investigational New Drug Application (IND) for a drug for MI under the Code of Federal Regulations (CFR) as they interpret the Food, Drug and Cosmetic Act (the Act); and,

WHEREAS, PPD Development, LP (hereinafter “PPD”) a Texas limited partnership with its principal place of business at Wilmington, North Carolina, does agree, for a consideration as provided in the contract between CGI and PPD, to accept