WARRANT TO PURCHASE COMMON STOCK OF VIA PHARMACEUTICALS, INC

Exhibit 4.1

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES 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 WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 12, 2009, WHICH RESTRICTIONS ON TRANSFER ARE INCORPORATED HEREIN BY REFERENCE.

Dated: March 12, 2009

WARRANT TO PURCHASE

COMMON STOCK OF

VIA PHARMACEUTICALS, INC.

     This certifies that Bay City Capital Fund IV, L.P. or its assigns (collectively, the “Holder”), for value received, is entitled to purchase, at a price of $0.12 per share (the “Exercise Price”), from VIA Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 81,575,000 of fully paid and nonassessable shares of the Company’s Common Stock (the “Warrant Shares”), par value $0.001 per share (the “Common Stock”).

     Reference is hereby made to that certain Note and Warrant Purchase Agreement (the “Agreement”) dated as of March 12, 2009, by and between the Company and the investors set forth on Schedule A thereto, pursuant to which the Company issued to Holder this Warrant and a certain Promissory Note in the form attached as Exhibit A to the Agreement (the “Note”).

     The Warrant is vested and exercisable with respect to 8,157,500 Warrant Shares as of the date hereof, and shall vest and become exercisable with respect to 8,157,500 Warrant Shares on April 26, 2009 if the Company has not completed a Financing (as defined in the Note) prior to such date.

     At each Drawdown (as defined in the Note), the Warrant shall vest and become exercisable (on a cumulative basis) with respect to an additional number of Warrant Shares equal to the quotient of (x) the principal amount of such Drawdown, divided by (y) the Exercise Price (with such quotient being rounded down to the nearest whole number), in accordance with the following schedule:

     The Warrant Shares subject to this Warrant are set forth on Schedule I hereto, as shall be appropriately and promptly updated by the Company upon the occurrence of each Drawdown.

     To the extent this Warrant is vested and exercisable with respect to any Warrant Shares pursuant to the preceding paragraph, this Warrant shall be exercisable with respect to such Warrant Shares at any time from time to time up to and including 5:00 p.m. (Pacific Time) on the five year anniversary of the date hereof (such earlier time being referred to herein as the “Expiration Date”), upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with (i) the Form of Subscription attached hereto duly completed and executed and (ii) payment pursuant to Section 2 of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 4 of this Warrant.

     1.  Exercise; Issuance of Certificates; Acknowledgement . To the extent that this Warrant is vested and exercisable with respect to any Warrant Shares, this Warrant shall be exercisable at the option of the holder of record hereof, at any time or from time to time up to the Expiration Date for all or any part of such Warrant Shares (but not for a fraction of a share) for which this Warrant is vested and exercisable at such time. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, the completed, executed Form of Subscription delivered and payment made for such shares. Certificates for the shares of the Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company’s expense within three business days after the rights represented by this Warrant have been so exercised, and may bear a restrictive legend in substantially the form set forth in Section 3.6 of the Agreement. Each certificate so delivered shall be in such denominations of the Warrant Shares as may be requested by the Holder hereof and shall be registered in the name of such Holder. In case of a purchase of less than all the Warrant Shares, the Company shall execute and deliver to Holder within seven business days an Acknowledgement in the form attached hereto indicating the number of Warrant Shares which remain subject to this Warrant, if any, and the number of Warrant Shares for which this Warrant is vested and exercisable at such time, if any. Notwithstanding anything to the contrary contained herein, unless the Holder otherwise notifies the Company or the Exercise Price exceeds the fair market value of a Warrant Share (as determined in Section 2 below), this Warrant shall be deemed to be automatically exercised using the Net Issuance Method pursuant to Section 2 hereof immediately prior to the time on the Expiration Date at which this Warrant ceases to be exercisable. In addition, the Holder may specify in its Form of Subscription delivered to the Company (along with payment for the shares by cash or wire transfer) that the Holder’s exercise of any portion of this Warrant is contingent upon the closing of a then-pending Fundamental Transaction (as defined below).

Upon any exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that such Holder is an “accredited investor” as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. If the Holder cannot make such representations because they would be factually incorrect, it shall be a condition to such Holder’s exercise of this Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of this Warrant shall not violate any United States or state securities laws.

     2.  Payment for Shares . The aggregate purchase price for Warrant Shares being purchased hereunder may be paid either (i) by cash or wire transfer of immediately available funds, (ii) if the fair market value of one (1) share of the Warrant Shares on the date of exercise is greater than the Exercise Price, by surrender of a number of Warrant Shares which have a fair market value equal to the aggregate purchase price of the Warrant Shares being purchased (“Net Issuance”) as determined herein, or (iii) any combination of the foregoing. If the Holder elects the Net Issuance method of payment, the Company shall issue to Holder upon exercise a number of shares of Warrant Shares determined in accordance with the following formula:

     No fractional shares arising out of the above formula for determining the number of shares to be issued to the Holder shall be issued, and the Company shall in lieu thereof make payment to the Holder of cash in the amount of such fraction multiplied by the fair market value of one (1) share of the Warrant Shares on the date of exercise. For purposes of the above calculation,