CV THERAPEUTICS INC
S-3/A, 1999-10-06
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1999


                                                      REGISTRATION NO. 333-86447
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                AMENDMENT NO. 3
                                    FORM S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                             CV THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                  <C>
                     DELAWARE                                            43-1570294
             (State of Incorporation)                       (I.R.S. Employer Identification No.)
</TABLE>

                 3172 PORTER DRIVE, PALO ALTO, CALIFORNIA 94304
                                 (650) 812-0585
   (Address, including zip code, and telephone number, including area code of
                   Registrant's principal executive offices)
                           --------------------------
                           LOUIS G. LANGE, M.D., PH.D
                            CHIEF EXECUTIVE OFFICER
                             CV THERAPEUTICS, INC.
                 3172 PORTER DRIVE, PALO ALTO, CALIFORNIA 94304
                                 (650) 812-0585
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                           --------------------------

<TABLE>
<S>                                                  <C>
                    COPIES TO:                                           COPIES TO:
              ALAN C. MENDELSON, ESQ.                               MICHAEL W. HALL, ESQ.
                ANDREA VACHSS, ESQ.                                LAURA I. BUSHNELL, ESQ.
                COOLEY GODWARD LLP                                    LATHAM & WATKINS
               FIVE PALO ALTO SQUARE                               135 COMMONWEALTH DRIVE
                3000 EL CAMINO REAL                             MENLO PARK, CALIFORNIA 94025
            PALO ALTO, CALIFORNIA 94306                                (650) 328-4600
                  (650) 843-5000
</TABLE>

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  As soon as practicable after this Registration Statement becomes effective.

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                           --------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. ALTHOUGH WE ARE
PERMITTED BY U.S. FEDERAL SECURITIES LAWS TO OFFER THESE SECURITIES USING THIS
PROSPECTUS, WE MAY NOT SELL THEM UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SEC RELATING TO THESE SECURITIES IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES OR OUR SOLICITATION OF YOUR OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THAT WOULD NOT BE PERMITTED OR LEGAL.
<PAGE>

                  SUBJECT TO COMPLETION--DATED OCTOBER 6, 1999


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROSPECTUS
          , 1999

                             [CV THERAPEUTICS LOGO]

                        4,000,000 SHARES OF COMMON STOCK

- --------------------------------------------------------------------------------


<TABLE>
<S>                                     <C>
CV THERAPEUTICS:                        THE OFFERING:
- -CV Therapeutics is a                   - CV Therapeutics is offering
biopharmaceutical company engaged in      4,000,000 shares.
the discovery and development of new    - The underwriters have an option to
  small molecule drugs to treat           purchase up to an additional 600,000
  cardiovascular disease, the leading     shares from CV Therapeutics to cover
  cause of death in the United States.    over-allotments.
- - CV Therapeutics, Inc.                 - There is an existing market for our
  3172 Porter Drive                       shares. On October 5, 1999, the last
  Palo Alto, California 94304             reported sale price of our common
  (650) 812-0585                          stock was $13.63 per share.
- - NASDAQ SYMBOL: CVTX                   - Closing:           , 1999
</TABLE>


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
                                                    Per Share     Total
<S>                                                <C>          <C>
- -------------------------------------------------------------------------
Public offering price:                              $           $

Underwriting fees:

Proceeds to CV Therapeutics:
- -------------------------------------------------------------------------
</TABLE>

  INVESTING IN OUR COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
                                    PAGE 9.

- --------------------------------------------------------------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
- --------------------------------------------------------------------------------

DONALDSON, LUFKIN & JENRETTE

                BANCBOSTON ROBERTSON STEPHENS

                                 J.P. MORGAN & CO.

                                                  SG COWEN

             The undersigned is facilitating Internet distribution.
                                 DLJDIRECT INC.
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                    PAGE
<S>                                              <C>
Where You Can Find More Information............           3

Prospectus Summary.............................           4

Risk Factors...................................           9

Special Note Regarding Forward-Looking
  Statements...................................          17

Use of Proceeds................................          18

Price Range of Common Stock and Dividend
  Policy.......................................          19

Capitalization.................................          20

Dilution.......................................          21

<CAPTION>
                                                    PAGE
<S>                                              <C>

Selected Consolidated Financial Data...........          22

Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...................................          23

Business.......................................          28

Management.....................................          44

Principal Stockholders.........................          47

Underwriting...................................          49

Legal Matters..................................          50

Experts........................................          51
</TABLE>

                            ------------------------

CV Therapeutics, Inc. and the CV Therapeutics logo are our service marks. All
brand names or trademarks appearing in this prospectus are the property of their
respective holders.

                                       2
<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C., 20549.
You can request copies of these documents by contacting the SEC and paying a fee
for the copying cost. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's website at www.sec.gov.

    This prospectus is part of a registration statement on Form S-3, including
amendments, relating to the common stock offered by this prospectus with the
SEC. This prospectus does not contain all of the information set forth in the
registration statement, the exhibits and schedules, some portions of which the
SEC allows us to omit. Statements contained in this prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of that contract or
other document filed as an exhibit to the registration statement. For further
information about us and the common stock offered by this prospectus we refer
you to the registration statement and its exhibits and schedules which may be
obtained as described above.


    The SEC allows us to "incorporate by reference" the information contained in
documents that we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus.
Information in this prospectus supersedes information incorporated by reference
that we filed with the SEC before the date of this prospectus, while information
that we file later with the SEC will automatically update and supersede prior
information. We incorporate by reference the documents listed below, any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act of 1934:


    1.  our Annual Report on Form 10-K for the fiscal year ended December 31,
        1998;


    2.  our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
        1999;



    3.  our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
       1999, as amended by Form 10-Q/A filed on October 4, 1999;



    4.  our Current Reports on Form 8-K, dated February 2, 1999 and May 5, 1999;
        and



    5.  the description of our common stock contained in our registration
        statement on Form 8-A filed on October 30, 1996.


    You may request copies of these filings, at no cost, by writing or
telephoning us at:

                             CV Therapeutics, Inc.
                         Attention: Investor Relations
                               3172 Porter Drive
                          Palo Alto, California 94304
                            Telephone (650) 812-0585

                                       3
<PAGE>
                               PROSPECTUS SUMMARY

    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
IT IS NOT COMPLETE, AND MAY NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER
BEFORE INVESTING IN OUR COMMON STOCK. TO FULLY UNDERSTAND THIS OFFERING AND ITS
CONSEQUENCES TO YOU, YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING
THE "RISK FACTORS" SECTION, THE CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES
TO THOSE STATEMENTS AND THE DOCUMENTS THAT WE INCORPORATE BY REFERENCE INTO THIS
PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS
ASSUMES NO EXERCISE OF THE OVER-ALLOTMENT OPTION TO PURCHASE ADDITIONAL SHARES
OF COMMON STOCK GRANTED TO THE UNDERWRITERS. IN THIS PROSPECTUS WE REFER TO CV
THERAPEUTICS, INC. AS "CVT," "WE," "OUR" AND "US."

                                CV THERAPEUTICS

    CV Therapeutics is a biopharmaceutical company engaged in the discovery and
development of new small molecule drugs to treat cardiovascular disease, the
leading cause of death in the United States. We have three drug candidates in
clinical trials, including ranolazine, which is currently in its second Phase
III trial. In addition, we have several research and preclinical development
programs designed to bring additional drug candidates into human clinical
testing. Our development efforts use an innovative biomedical discipline called
molecular cardiology, which is the application of molecular biology to
cardiovascular disease. We have developed expertise in a broad range of
scientific disciplines, including chemistry, molecular biology, genomics,
structure-based drug design, cell biology, pharmacology, clinical trial design
and others. We believe that by focusing these resources on a single therapeutic
area, cardiovascular disease, our drug discovery, development and
commercialization efforts will be more productive. Consistent with our business
strategy, we currently retain United States marketing rights to two of our
clinical candidates and to all of our research and preclinical candidates.

RECENT EVENTS

    - RANOLAZINE PHASE III MARISA RESULTS. In August 1999, we announced initial
      results from the first of two planned Phase III trials of ranolazine, our
      anti-anginal drug candidate. The results of the trial, called Monotherapy
      Assessment of Ranolazine In Stable Angina, or MARISA, indicated increases
      in patients' treadmill exercise duration compared to placebo, the primary
      endpoint for this trial. These results were statistically significant at
      the 99.5% or greater level, or what is commonly referred to as p LESS THAN
      OR EQUAL TO 0.005. This means that, applying widely-used statistical
      methods, the chance that these results could have occurred by accident is
      less than 1 in 200.

    - RANOLAZINE PHASE III CARISA INITIATION. In July 1999, we initiated the
      second of the two planned Phase III trials, called Combination Assessment
      of Ranolazine In Stable Angina, or CARISA. Should results of this trial be
      consistent with the results we found in the MARISA trial, we intend to
      file a New Drug Application, or NDA, with the United States Food and Drug
      Administration.


    - SALES AND MARKETING ALLIANCE WITH INNOVEX. In May 1999, we entered into a
      sales and marketing agreement with Innovex Inc., a subsidiary of Quintiles
      Transnational Corp. Under this agreement, if the FDA approves ranolazine
      for sale in the United States, Innovex will hire and train a dedicated
      sales force for ranolazine and assist in funding product launch and fund
      the first five years of sales and marketing expenses. We will receive 100%
      of the revenues from sales of ranolazine. In turn, we will pay Innovex a
      share of those revenues that will not exceed 33% of sales in the first two
      years, and that will decline to a maximum of 25% by the fourth and fifth
      years. At the end of the five-year agreement, we can retain the sales
      force built by Innovex.


    - CVT-510 PHASE II DECISION. In June 1999, we announced our decision to
      advance CVT-510, our potential treatment for atrial arrhythmias, into
      Phase II trials. We based this decision on preliminary results from our
      ongoing Phase I trial.

                                       4
<PAGE>
PRODUCT PIPELINE

RANOLAZINE FOR THE POTENTIAL TREATMENT OF ANGINA:

    Ranolazine, a potential treatment for angina, is currently in its second
Phase III trial. Angina is the heart pain, often quite debilitating, that
results from a shortage of oxygen-rich blood available to the heart relative to
the oxygen required for the amount of work the heart needs to do. For many
patients, this oxygen shortage occurs even when their hearts only need to do the
minimal work necessary to support routine activities such as climbing stairs or
carrying groceries from the car. Typically, this oxygen shortage is the result
of obstructions in the coronary arteries that prevent proper circulation of
oxygen-rich blood. According to the American Heart Association, there were
approximately 7.2 million patients in the United States in 1998 who suffered
from angina.

    The key to treating angina is to bring the heart's need for oxygen into
balance with its available supply. Current pharmaceutical therapies, such as
beta blockers, calcium channel blockers and long-acting nitrates, all achieve
this result by forcing a reduction in the demand for oxygen by forcing a
lowering in one or more of heart rate, blood pressure or the strength of
contraction of the heart muscle. Many angina patients, such as those with
congestive heart failure, already have an impaired heart muscle. These patients
may be unable to tolerate further reductions in heart rate, blood pressure and
the strength of contraction, and therefore, current therapies may prove
unsatisfactory.

    We believe ranolazine balances the oxygen supply/demand equation by causing
the heart to use oxygen more efficiently. In other words, ranolazine may allow a
diseased heart to do its work with a limited supply of oxygen. By improving the
heart's oxygen efficiency, ranolazine may be able to provide a treatment for
angina without forcing a reduction in the amount of work that the heart can do.
This may allow patients to reduce their angina without lowering heart rate,
blood pressure or cardiac contraction strength, an outcome not currently
available to patients.

    In August 1999, we announced initial results from the MARISA trial, which
was designed to test ranolazine as a stand alone therapy for patients with
angina. At each of the three doses studied, ranolazine increased patients'
treadmill exercise duration compared to patients treated with placebo, a primary
endpoint of the trial, with statistical significance of 99.5%. The results also
confirmed past clinical trial data indicating that ranolazine's adverse events,
including dizziness, asthenia or weakness, and nausea, may be moderate. Our
CARISA trial is testing ranolazine in combination with other angina therapies
and is currently enrolling patients.

CVT-510 FOR POTENTIAL HEART RATE REDUCTION DURING ATRIAL ARRHYTHMIAS:

    One of our other product candidates in clinical trials, CVT-510, is a
potential treatment to reduce the heart rate during atrial arrhythmias. When a
patient experiences an atrial arrhythmia, the heart beats too fast to
accommodate effective pumping of blood throughout the body. According to
hospital audit reports, atrial arrhythmias are involved in approximately 2.6
million hospital diagnoses in the United States each year.

    Current therapies to control heart rate during these episodes may entail a
number of undesirable features. Digoxin may not work quickly enough. Beta
blockers and calcium channel blockers may reduce blood pressure in patients
whose blood pressure is already dangerously low due to the arrhythmia itself.
Finally, Adenocard, the branded name of adenosine, also reduces blood pressure
and may slow heart rate for too brief a time to be effective in treating many
arrhythmias.

    CVT-510 is a new small molecule that we believe may address the shortcomings
of current therapies. CVT-510 selectively stimulates the adenosine A1 receptor,
which may slow heart rate. However, unlike Adenocard, CVT-510 does not stimulate
the adenosine A2 receptor, which may lower blood pressure. In animal studies,
CVT-510 slowed heart rate immediately and for several minutes.

                                       5
<PAGE>
    The Phase I trial for CVT-510, which is still ongoing, has already met our
previously established objectives of providing safety and tolerability data, as
well as data relating to slowing electrical conduction in the heart. We believe
these clinical data and the results of the prior animal studies suggest that
CVT-510 may act rapidly to slow heart rate during atrial arrhythmias without
decreasing blood pressure in patients. Based on these results, we intend to
advance CVT-510 into Phase II trials.

CVT-124 FOR THE POTENTIAL TREATMENT OF CONGESTIVE HEART FAILURE:

    CVT-124, our third product currently in clinical trials, is a potential
treatment for congestive heart failure, or CHF. Patients with CHF have limited
heart pumping function, and the corresponding reduction in blood flow impairs
the kidneys' ability to clear fluid wastes from the body. In 1998, approximately
4.9 million people in the United States suffered from CHF. CHF is the leading
cause of hospital admissions among patients over 65 years of age.

    We licensed our rights to CVT-124 to Biogen, Inc. in March 1997. As a result
of the agreements we signed, Biogen has an exclusive worldwide license to
develop, manufacture and commercialize CVT-124. As of June 1999, we have
received $20.5 million in payments from Biogen in connection with CVT-124.
Biogen is responsible for funding all development and commercialization expenses
related to CVT-124, and we may receive additional milestone payments upon
clinical progress and royalties from sales. Biogen is currently conducting a
Phase II trial in patients with CHF.

OUR COMPANY

    We were incorporated in Delaware in December 1990 and changed our name to CV
Therapeutics, Inc. in June 1992. Our executive offices are located at 3172
Porter Drive, Palo Alto, California, 94304, and our telephone number is (650)
812-0585.

                                       6
<PAGE>
                                  THE OFFERING


<TABLE>
<S>                                <C>
Common stock offered by CVT......  4,000,000 shares

Common stock to be
  outstanding after this
  offering.......................  16,373,855 shares

Use of proceeds..................  We intend to use the net proceeds of this offering to pay
                                   third parties to complete our clinical trials for
                                   ranolazine and CVT-510 and preclinical studies for another
                                   product candidate, for operating expenses associated with
                                   our research and development activities and for working
                                   capital and other general corporate purposes.

Nasdaq National Market Symbol....  CVTX
</TABLE>



The number of shares outstanding after this offering excludes, as of September
30, 1999:



    - 1,712,884 shares of common stock issuable upon exercise of outstanding
      stock options at a weighted average exercise price of $6.56 per share


    - 443,078 shares of common stock issuable upon exercise of outstanding
      warrants at exercise prices ranging from $8.90 to $25.00 and a weighted
      average exercise price of $20.13


    - 313,830 shares of common stock available for future grant under our 1992
      Stock Option Plan, 1994 Equity Incentive Plan, Non-Employee Directors'
      Option Plan and Employee Stock Purchase Plan.


                                       7
<PAGE>
                      SUMMARY CONSOLIDATED FINANCIAL DATA


    The description of the shares used in calculating basic and diluted net loss
per share is detailed in Note 1 of Notes to Consolidated Financial Statements in
our Annual Report on Form 10-K for the fiscal year ended December 31, 1998
incorporated in this prospectus by reference. The as adjusted consolidated
balance sheet data give effect to the receipt of the estimated net proceeds from
the sale of 4,000,000 shares of common stock offered in this offering at an
assumed price of $13.63 per share.


<TABLE>
<CAPTION>
                                                                                           SIX MONTHS ENDED
                                                 YEAR ENDED DECEMBER 31,                       JUNE 30,
                                  -----------------------------------------------------  --------------------
                                    1994       1995       1996       1997       1998       1998       1999
                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)              (UNAUDITED)
<S>                               <C>        <C>        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENTS OF
  OPERATIONS DATA:
Collaborative research
  revenue.......................  $      --  $      --  $     250  $   2,578  $   4,509  $   4,482  $      --
Operating expenses:
  Research and development......      8,823     12,856      7,141     10,568     14,578      6,925      8,676
  General and administrative....      2,802      3,402      2,917      4,169      4,158      2,117      2,357
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total operating expenses........     11,625     16,258     10,058     14,737     18,736      9,042     11,033
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Loss from operations............    (11,625)   (16,258)    (9,808)   (12,159)   (14,227)    (4,560)   (11,033)
Interest income.................        526        416        587      1,760      2,749      1,455      1,098
Interest and other expense......       (268)      (882)    (1,144)      (926)    (1,124)      (796)      (483)
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Net loss......................  $ (11,367) $ (16,724) $ (10,365) $ (11,325) $ (12,602) $  (3,901) $ (10,418)
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Basic and diluted net loss per
  share.........................  $  (45.83) $  (49.92) $   (9.83) $   (1.58) $   (1.16) $   (0.37) $   (0.90)
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Shares used in computing basic
  and diluted net loss per
  share.........................        248        335      1,054      7,157     10,905     10,647     11,569
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                  ---------  ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>


<TABLE>
<CAPTION>
                                                                                              JUNE 30, 1999
                                                                                         ------------------------
                                                                                           ACTUAL     AS ADJUSTED
                                                                                               (UNAUDITED)
<S>                                                                                      <C>          <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities.......................................  $    38,127  $    88,882
Working capital........................................................................       35,325       86,080
Total assets...........................................................................       42,798       93,553
Long-term portion of debt and capital lease obligation.................................        7,795        7,795
Accumulated deficit....................................................................      (79,971)     (79,971)
Total stockholders' equity.............................................................       29,751       80,506
</TABLE>


                                       8
<PAGE>
                                  RISK FACTORS

    AN INVESTMENT IN OUR COMMON STOCK OFFERING IS VERY RISKY. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE INFORMATION IN
THE REMAINDER OF THIS PROSPECTUS, INCLUDING THE DOCUMENTS INCORPORATED BY
REFERENCE, BEFORE PURCHASING THE COMMON STOCK. THEY COULD MATERIALLY AND
ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THEY COULD
CAUSE THE TRADING PRICE OF OUR STOCK TO DECLINE, AND YOU MIGHT LOSE ALL OR PART
OF YOUR INVESTMENT.

    THESE RISKS AND UNCERTAINTIES ARE NOT THE ONLY ONES WE FACE. OTHERS THAT WE
DO NOT KNOW ABOUT NOW, OR THAT WE DO NOT NOW THINK ARE IMPORTANT, MAY IMPAIR OUR
BUSINESS OR THE TRADING PRICE OF OUR STOCK.

OUR PRODUCT CANDIDATES WILL TAKE AT LEAST SEVERAL YEARS TO DEVELOP, AND WE
CANNOT ASSURE YOU THAT WE WILL SUCCESSFULLY DEVELOP, MARKET AND MANUFACTURE
THESE PRODUCTS.

    Since our inception in 1990, we have dedicated substantially all of our
resources to research and development. We do not have any marketed products and
we have not generated any product revenue. Because all of our potential products
are in research, preclinical or clinical development, we will not realize
product revenues for at least several years, if at all.

    We have not applied for or received regulatory approval in the United States
or any foreign jurisdiction for the commercial sale of any of our products. All
of our product candidates are either in clinical trials under an IND or
applicable foreign authority submission, or are in preclinical research and
development. We have not submitted an NDA to the FDA or equivalent application
to any other foreign regulatory authorities for any of our product candidates,
and the products have not been determined to be safe or effective in humans for
their intended uses.

    Conducting clinical trials is a lengthy, time-consuming and expensive
process. Before obtaining regulatory approvals for the commercial sale of any
products, we must demonstrate through preclinical testing and clinical trials
that our product candidates are safe and effective for use in humans. We will
incur substantial expense for, and devote a significant amount of time to,
preclinical testing and clinical trials.

    Drug discovery methods based upon molecular cardiology are relatively new.
We cannot be certain that these methods will lead to commercially viable
pharmaceutical products. In addition, some of our compounds within our cardiac
imaging, cell cycle inhibition, cardiac conduction, cardiac metabolism and
cholesterol transport programs are in the early stages of research and
development, and we have not submitted Investigational New Drug, or IND,
applications or commenced clinical trials for these new compounds. We cannot be
certain when these clinical trials will commence, if at all. Because these
compounds are in the early stages of product development, we could abandon
further development efforts before they reach clinical trials.

    We cannot be certain that any of our product development efforts will be
successfully completed or that any of our products will be shown to be safe and
effective. Even if we believe that any product is safe and effective, we may not
obtain the required regulatory approvals. Furthermore, we may not be able to
manufacture our products in commercial quantities or market any products
successfully.

IF WE ARE UNABLE TO SATISFY THE REGULATORY REQUIREMENTS FOR OUR CLINICAL TRIALS,
WE WILL NOT BE ABLE TO COMMERCIALIZE OUR DRUG CANDIDATES.

    All of our products may require additional development, preclinical studies,
clinical trials and regulatory approval prior to commercialization. Any delays
in our clinical trials would delay market launch and would increase our cash
requirements.

                                       9
<PAGE>
    We currently have only three products in clinical development: ranolazine,
CVT-510 and CVT-124. Many factors could delay completion of our clinical trials,
including:

    - slower than anticipated patient enrollment

    - difficulty in obtaining sufficient supplies of clinical trial materials

    - adverse events occurring during the clinical trials.

    For example, our first Phase III clinical trial of ranolazine had
challenging enrollment criteria. These criteria required patients who suffer
from angina to stop taking all of their other anti-anginal medications and
receive only placebo during segments of the clinical trial. This meant that they
received no medication to treat their angina when they received placebo. Given
the difficulty of identifying patients willing to completely stop taking
anti-anginal medications, enrollment for this trial was slower than anticipated.
We cannot assure you that enrollment for the second Phase III trial for
ranolazine will not also be delayed.

    In addition, data obtained from preclinical and clinical activities are
susceptible to different interpretations, which could delay, limit or prevent
regulatory approval. Delays or rejections may be based upon many factors,
including changes in regulatory policy during the period of product development.
For example, the initial clinical trials with ranolazine used a different
formulation of ranolazine than we used in the MARISA trials and than we are
using in the CARISA trial. This means that the NDA will contain data from trials
using two different formulations and is subject to interpretation by the FDA. An
unfavorable interpretation could result in actions by the FDA that would delay
potential approval. We may be unable to maintain our proposed schedules for IND
applications and clinical protocol submissions to the FDA, initiations of
clinical trials and completions of clinical trials as a result of FDA reviews or
complications that may arise in any phase of the clinical trial program.

    Furthermore, even if our clinical trials occur on schedule, the results may
differ from those obtained in preclinical studies and earlier clinical trials.
Clinical trials may not demonstrate sufficient safety and efficacy to obtain the
necessary approvals. For example, in November 1995, based on unfavorable
efficacy data from a Phase II trial, we terminated a prior development program.

IF WE ARE UNABLE TO SATISFY GOVERNMENTAL REGULATIONS RELATING TO THE DEVELOPMENT
OF OUR DRUG CANDIDATES, WE MAY BE UNABLE TO OBTAIN NECESSARY REGULATORY
APPROVALS TO COMMERCIALIZE OUR PRODUCTS.

    The research, testing, manufacturing and marketing of drug products are
subject to extensive regulation by numerous regulatory authorities in the United
States and other countries. Failure to comply with FDA or other applicable
regulatory requirements may subject a company to administrative or judicially
imposed sanctions. These include:

    - warning letters

    - civil penalties

    - criminal penalties

    - injunctions

    - product seizure or detention

    - product recalls

    - total or partial suspension of production

    - FDA refusal to approve pending NDAs or supplements to approved NDAs.

                                       10
<PAGE>
    The process of obtaining FDA and other required regulatory approvals,
including foreign approvals, often takes many years and can vary substantially
based upon the type, complexity and novelty of the products involved.
Furthermore, this approval process is extremely expensive and uncertain. We
cannot guarantee that any of our products under development will be approved for
marketing by the FDA. Even if regulatory approval of a product is granted, we
cannot be certain that we will be able to obtain the labeling claims necessary
or desirable for the promotion of those products.

    Even if we obtain regulatory approval, we may be required to undertake
postmarketing trials. In addition, identification of side effects after a drug
is on the market or the occurrence of manufacturing problems could cause
subsequent withdrawal of approval, reformulation of the drug, additional
preclinical testing or clinical trials, changes in labeling of the product, and
additional marketing applications.

    If we receive regulatory approval, we will also be subject to ongoing FDA
obligations and continued regulatory review. In particular, we or our third
party manufacturers will be required to adhere to regulations setting forth
current good manufacturing practices, known as cGMP. The regulations require
that we manufacture our products and maintain our records in a prescribed manner
with respect to manufacturing, testing and quality control activities.
Furthermore, we or our third party manufacturers must pass a preapproval
inspection of manufacturing facilities by the FDA before obtaining marketing
approval. We will also be subject to ongoing FDA requirements for submission of
safety reports and other postmarket information.

OUR PRODUCTS, EVEN IF APPROVED BY THE FDA OR FOREIGN REGULATORY AGENCIES, MAY
NOT BE ACCEPTED BY PHYSICIANS, INSURERS OR PATIENTS.

    If any of our products after receiving FDA or other foreign regulatory
approval fail to achieve market acceptance, our ability to become profitable in
the future will be adversely affected. We believe that market acceptance will
depend on our ability to provide acceptable evidence of safety, efficacy and
cost effectiveness. In addition, we believe market acceptance depends on the
effectiveness of our marketing strategy and the availability of reimbursement
for our products.

WE HAVE NO MARKETING OR SALES EXPERIENCE, AND IF WE ARE UNABLE TO ENTER INTO
COLLABORATIONS WITH MARKETING PARTNERS OR IF WE ARE UNABLE TO DEVELOP OUR OWN
SALES AND MARKETING CAPABILITY, WE MAY NOT BE SUCCESSFUL IN COMMERCIALIZING OUR
PRODUCTS.

    We currently have no sales, marketing or distribution capability. As a
result, we depend on collaborations with third parties, such as Innovex and
Biogen, which have established distribution systems and direct sales forces. In
particular, we have entered into a sales and marketing services agreement with
Innovex with respect to ranolazine. Innovex will market and sell ranolazine in
the United States using a dedicated sales force if and when FDA approval to
market ranolazine has been granted. Commercialization of ranolazine depends on
Innovex to perform their contractual obligations. Their failure to do so would
adversely affect commercialization of ranolazine. To the extent that we enter
into co-promotion or other licensing arrangements, our revenues will depend upon
the efforts of third parties, over which we may have little control. In
addition, Biogen is responsible for establishing marketing and sales activities
for CVT-124.

    If we are unable to reach and maintain agreement with one or more
pharmaceutical companies or collaborative partners, we may be required to market
our products directly. We may elect to establish our own specialized sales force
and marketing organization to market our products to cardiologists. In order to
do this, we would have to develop a marketing and sales force with technical
expertise and with supporting distribution capability. Developing a marketing
and sales force is expensive and time consuming and could delay any product
launch. We cannot be certain that we will be able to develop this capacity.

                                       11
<PAGE>
OUR BUSINESS DEPENDS ON ATTRACTING AND RETAINING COLLABORATORS AND LICENSORS.

    We may not be able to retain current or attract new corporate and academic
collaborators, licensors, licensees and others. Our business strategy requires
us to enter into various arrangements with these parties, and we are dependent
upon the success of these parties in performing their obligations. If we fail to
obtain and maintain these arrangements, the development of our products would be
delayed. We may be unable to proceed with the development, manufacture or sale
of products or we might have to fund development of a particular product
candidate internally. If we have to fund development and commercialization of
all of our products internally, our future capital requirements will increase
substantially.

    For example, under our collaborative arrangement with Biogen, Biogen is
responsible for pursuing all aspects of commercialization of CVT-124, including
manufacturing clinical quantities of CVT-124, conducting additional clinical
trials, pursuing regulatory approvals, scaling-up manufacturing processes and
establishing marketing and sales capabilities. Subject to only limited
conditions, Biogen determines the level of resources it will spend on CVT-124.
Decisions by Biogen which we cannot control can cause development of CVT-124 to
be slower than expected. Moreover, Biogen may terminate its relationship with us
upon 60 days notice.

    The collaborative arrangements that we may enter into in the future may
place responsibility on the collaborative partner for preclinical testing and
clinical trials, manufacturing and preparation and submission of applications
for regulatory approval of potential pharmaceutical products. We cannot control
the amount and timing of resources which our collaborative partners devote to
our programs. If a collaborative partner fails to successfully develop or
commercialize any product, product launch would be delayed. In addition,
collaborators may pursue competing technologies or product candidates.

    Under our collaborative arrangements, we may also have to meet performance
milestones. If we fail to meet our obligations under our collaborative
arrangements, our collaborators could terminate their arrangements or we could
lose rights to the compounds under development. For example, under our agreement
with Innovex, we are required to launch the product by a specific date. If we
fail to reach this milestone, Innovex will no longer be obligated to provide
sales and marketing services for ranolazine. Under our agreement with Biogen, in
order for us to receive development milestone payments, Biogen must meet
development milestones. Under our license agreement with Syntex U.S.A., Inc., a
subsidiary of Roche, for ranolazine, we are required to make a milestone payment
to Syntex upon FDA approval of ranolazine or, under some situations, as early as
December 1, 2000.

    In addition, collaborative arrangements in our industry are extremely
complex, particularly with respect to intellectual property rights. Disputes may
arise in the future with respect to the ownership of rights to any technology
developed with or by third parties. These and other possible disagreements
between us and our collaborators could lead to delays in the collaborative
research, development or commercialization of product candidates. These disputes
could also result in litigation or arbitration, which is time consuming and
expensive.

WE EXPECT TO CONTINUE TO OPERATE AT A LOSS AND MAY NEVER ACHIEVE PROFITABILITY.

    We cannot be certain that we will ever achieve and sustain profitability.
Since our inception, we have been engaged in research and development
activities. We have generated no product revenues. As of June 30, 1999, we had
an accumulated deficit of $80.0 million. The process of developing our products
requires significant additional research and development, preclinical testing
and clinical trials, as well as regulatory approvals. These activities, together
with our general and administrative expenses, are expected to result in
operating losses for the foreseeable future.

                                       12
<PAGE>
WE MUST SECURE ADDITIONAL FINANCING TO MEET OUR FUTURE NEEDS.

    We will require substantial additional funding in order to complete our
research and development activities and commercialize any products. In the past,
we have financed our operations primarily through the sale of equity securities,
payments from our collaborators, equipment and leasehold improvement financing
and other debt financing. We have generated no product revenue, and none is
expected for at least several years. We anticipate that our existing resources,
projected interest income and proceeds from this offering will enable us to
maintain our current and planned operations through the first quarter of 2001.
However, we may require additional funding prior to that time.

    Additional financing may not be available on acceptable terms or at all. If
we are unable to raise additional funds, we may:

    - have to delay, scale back or eliminate some or all of our research or
      development programs

    - lose rights under existing licenses

    - have to relinquish more of, or all of, our rights to product candidates at
      an earlier stage of development or on less favorable terms than we would
      otherwise seek

    - be unable to operate as a going concern.

    Our future capital requirements will depend on many factors, including:

    - scientific progress in our research and development programs

    - the size and complexity of our programs

    - the timing, scope and results of preclinical studies and clinical trials

    - our ability to establish and maintain corporate partnerships

    - the time and costs involved in obtaining regulatory approvals

    - the costs involved in filing, prosecuting and enforcing patent claims

    - competing technological and market developments

    - the cost of manufacturing or obtaining preclinical and clinical material.

    There may be additional factors that could affect our need for additional
financing. Many of these factors are not within our control.

INABILITY TO COMPETE SUCCESSFULLY IN OUR MARKET WILL HARM OUR BUSINESS.

    The pharmaceutical and biopharmaceutical industries, and the market for
cardiovascular drugs in particular, are intensely competitive. If regulatory
approvals are received, some of our products will compete with well-established,
proprietary and generic cardiovascular therapies that have generated substantial
sales over a number of years. Many of these therapies are reimbursed from
government health administration authorities and private health insurers.

    In addition, we are aware of companies which are developing products that
may compete in the same markets as our products. Many of these potential
competitors have substantially greater product development capabilities and
financial, scientific, marketing and sales resources. Other companies may
succeed in developing products earlier or obtain approvals from the FDA more
rapidly than either we or our corporate partners are able to achieve.
Competitors may also develop products that are safer or more effective than
those under development or proposed to be developed by us and our corporate
partners. In addition, research and development by others could render our
technology or our products obsolete or non-competitive.

                                       13
<PAGE>
WE MAY BE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY.

    Our success will depend to a significant degree on our ability to:

    - obtain patents and licenses to patent rights

    - maintain trade secrets

    - operate without infringing on the proprietary rights of others.

    We cannot be certain that patents will issue from any of our pending or
future patent applications or that any issued patent will be sufficient to
protect our technology.

    Patent applications in the United States are maintained in secrecy until a
patent issues. As a result, we can never be certain that others have not filed
patent applications for technology covered by our pending applications or that
we were the first to invent the technology. There may be third party patents,
patent applications and other intellectual property relevant to our products and
technology which are not known to us and that block or compete with our
compounds, products or processes.

    Competitors may have filed applications for, or may have received patents
and may obtain additional patents and proprietary rights relating to, compounds,
products or processes that block or compete with ours. We may have to
participate in interference proceedings declared by the Patent and Trademark
Office. These proceedings determine the priority of invention and, thus, the
right to a patent for the technology in the United States. In addition,
litigation may be necessary to enforce any patents issued to us or to determine
the scope and validity of the proprietary rights of third parties. Litigation
and interference proceedings, even if they are successful, are expensive to
pursue, and we could use a substantial amount of our limited financial resources
in either case.

    Just as it is important to protect our proprietary rights, we also must not
infringe patents issued to competitors and not breach the licenses that might
cover technology used in our potential products. If our competitors own or have
rights to technology that we need in our product development efforts, we will
need to obtain a license to those rights. If we fail to obtain any necessary
licenses, we may be unable to complete product development.

    We also rely on trade secrets to develop and maintain our competitive
position. Although we protect our proprietary technology in part by
confidentiality agreements with employees, consultants, collaborators, advisors
and corporate partners, these agreements may be breached. We cannot assure you
that these agreements will provide this meaningful protection or adequate
remedies in the event of unauthorized use or disclosure of this information. We
also cannot assure you that the parties to these agreements will not breach
them. In that event, we may not have adequate remedies for any breach. As a
result, third parties may gain access to our trade secrets, and third parties
may disclose our trade secrets and confidential technology to the public. In
addition, it is possible that our trade secrets will otherwise become known or
be discovered independently by our competitors.

    Patent litigation is becoming more widespread in the biopharmaceutical
industry. Although no third party has asserted a claim of infringement against
us, we cannot assure you that third parties will not assert patent or other
intellectual property infringement claims against us with respect to our
products or technology or other matters. If they do, we may not prevail and we
may not be able to obtain any necessary licenses on reasonable terms, if at all.
Any such claims against us, with or without merit, as well as claims initiated
by us against third parties, can be time-consuming and expensive to defend or
prosecute.

WE HAVE NO MANUFACTURING EXPERIENCE AND WILL DEPEND ON THIRD PARTIES TO
MANUFACTURE OUR PRODUCTS.

    We do not currently operate manufacturing facilities for clinical or
commercial production of our products under development. We have no experience
in manufacturing, and we currently lack the

                                       14
<PAGE>
resources or capability to manufacture any of our products on a clinical or
commercial scale. As a result, we are dependent on corporate partners, licensees
or other third parties for the manufacturing of clinical and commercial scale
quantities of our products.


    For example, we have entered into an agreement with a third party
manufacturer for clinical scale production of ranolazine's active pharmaceutical
ingredient sufficient to support the remainder of the Phase III clinical
program, registration and commercialization. We cannot be certain that we will
be able to enter into an agreement for the manufacture of the active ingredient
in ranolazine. If we are unable to do so, our Phase III trials of ranolazine
will be delayed. We have entered into an agreement with a third party
manufacturer for clinical scale production of ranolazine tablets sufficient to
support the remainder of the Phase III clinical program and are negotiating with
them for registration and commercialization supply of ranolazine tablets. If we
are unable to negotiate an agreement to supply ranolazine tablets for
registration and commercialization, commercial launch of ranolazine may be
delayed. In addition, because we have used various manufacturers for ranolazine
in different clinical trials prior to FDA approval of ranolazine, we will be
required to demonstrate to the FDA's satisfaction the bioequivalence of the
multiple sources of ranolazine used in our clinical trials and their
bioequivalence to the product to be commercially supplied. In addition, Biogen
is responsible for the manufacture of CVT-124.


FAILURE TO OBTAIN ADEQUATE REIMBURSEMENT FROM GOVERNMENT HEALTH ADMINISTRATION
AUTHORITIES, PRIVATE HEALTH INSURERS AND OTHER ORGANIZATIONS COULD MATERIALLY
ADVERSELY AFFECT OUR FUTURE BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.

    Our ability and the ability of our existing and future corporate partners to
market and sell our products will depend in part on the extent to which
reimbursement for the cost of our products and related treatments will be
available from government health administration authorities, private health
insurers and other organizations. Third party payors are increasingly
challenging the price of medical products and services.

    Significant uncertainty exists as to the reimbursement status of newly
approved health care products. In addition, for sales of our products in Europe,
we will be required to seek reimbursement on a country-by-country basis. We
cannot be certain that any products approved for marketing will be considered
cost effective or that reimbursement will be available or that allowed
reimbursement in foreign countries will be adequate. In addition, payors'
reimbursement policies could adversely affect our or any corporate partner's
ability to sell our products on a profitable basis.

OUR OPERATIONS INVOLVE HAZARDOUS MATERIALS, WHICH COULD SUBJECT US TO
SIGNIFICANT LIABILITY.

    Our research and development activities involve the controlled use of
hazardous materials, including hazardous chemicals, radioactive materials and
pathogens. Accordingly, we are subject to federal, state and local laws
governing the use, handling and disposal of these materials. We may incur
significant costs to comply with additional environmental and health and safety
regulations in the future. Although we believe that our safety procedures for
handling and disposing of hazardous materials comply with regulatory
requirements, we cannot eliminate the risk of accidental contamination or injury
from these materials. In the event of an accident or environmental discharge, we
may be held liable for any resulting damages, which may exceed our financial
resources and may materially adversely affect our business, financial condition
and results of operations.

WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS IF OUR PRODUCTS HARM PEOPLE, AND
WE HAVE ONLY LIMITED PRODUCT LIABILITY INSURANCE.

    We currently have only limited product liability insurance for clinical
trials and no commercial product liability insurance. We do not know if we will
be able to maintain existing or obtain additional

                                       15
<PAGE>
product liability insurance on acceptable terms or with adequate coverage
against potential liabilities. This type of insurance is expensive and may not
be available on acceptable terms. If we are unable to obtain or maintain
sufficient insurance coverage on reasonable terms or to otherwise protect
against potential product liability claims, we may be unable to commercialize
our products. A successful product liability claim brought against us in excess
of our insurance coverage, if any, may require us to pay substantial amounts.
This could adversely affect our results of operations and our need for and the
timing of additional financing.

THE MARKET PRICE OF OUR STOCK MAY CONTINUE TO BE HIGHLY VOLATILE.

    Within the last 12 months, our common stock has traded between $3.69 and
$21.00. The market price of the shares of common stock for our company has been
and may continue to be highly volatile. Announcements may have a significant
impact on the market price of our common stock. These announcements may include:

    - results of our clinical trials and preclinical studies, or those of our
      corporate partners or our competitors

    - our operating results

    - developments in our relationships with corporate partners

    - developments affecting our corporate partners

    - negative regulatory action or regulatory approval with respect to our
      announcement or our competitors' announcement of new products


    - government regulations, reimbursement changes and governmental
      investigations or audits related to us or to our products


    - developments related to our patents or other proprietary rights or those
      of our competitors

    - changes in the position of securities analysts with respect to our stock

    - operating results below the expectations of public market analysts and
      investors

    - market conditions for biopharmaceutical or biotechnology stocks in
      general.

    The stock market has from time to time experienced extreme price and volume
fluctuations, which have particularly affected the market prices for emerging
biotechnology and biopharmaceutical companies, and which have often been
unrelated to their operating performance. These broad market fluctuations may
adversely affect the market price of our common stock. In addition, sales of
substantial amounts of our common stock in the public market following this
offering could lower the market price of our common stock.

DELAWARE LAW, PROVISIONS IN OUR CHARTER AND OUR RIGHTS PLAN COULD MAKE THE
ACQUISITION OF OUR COMPANY BY ANOTHER COMPANY MORE DIFFICULT.

    Provisions of the our certificate of incorporation may have the effect of
delaying or preventing changes in control or management or limit the price that
investors may be willing to pay for shares of our common stock. In addition, we
are subject to the provisions of Section 203 of the Delaware General Corporation
Law, an anti-takeover law, which could delay a merger, tender offer or proxy
contest or make a similar transaction more difficult. In addition, our board of
directors has the authority to issue up to 5,000,000 shares of preferred stock
without stockholders' approval. The rights of the holders of common stock will
be subject to, and may be affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock could have the effect of making it more difficult for a third party to
acquire a majority of our outstanding voting stock.

                                       16
<PAGE>
    Furthermore, in February 1999, the board of directors enacted anti-takeover
provisions, including a stockholder rights plan, or "poison pill," and severance
agreements in the event of a change of control for key executives.

WE FACE UNCERTAINTY WITH YEAR 2000 COMPLIANCE.

    The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer
programs or hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This may
result in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to receive supplies from
our vendors, or operate our accounting and other internal systems. If our
software vendors are unable to address the Year 2000 compliance of their
products, or should our suppliers' operations be disrupted by the Year 2000
issue, then our ability to serve collaborative partners and develop products may
be affected.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This prospectus contains forward-looking statements. These statements relate
to future events or our future clinical or product development or financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative
of those terms and other comparable terminology.

    These statements reflect only management's current expectations. In
evaluating these statements, you should specifically consider various factors,
including the risks outlined above. These factors may cause our actual results
to differ materially from any forward-looking statements.

                                       17
<PAGE>
                                USE OF PROCEEDS


    The net proceeds to CVT from the sale of the 4,000,000 shares of common
stock from this offering, are estimated to be approximately $50.8 million, or
$58.4 million if the underwriters' over-allotment option is exercised in full,
after deducting underwriting discounts and commissions and estimated offering
expenses, based upon an assumed offering price of $13.63 per share.


    We intend to use the net proceeds of this offering, together with our
current cash balances, cash equivalents and marketable securities as follows:

    - approximately $15 million for payments to third parties for completion of
      CARISA, the second Phase III trial for ranolazine, and other trials for
      ranolazine

    - approximately $5 million for payments to third parties for clinical trials
      for CVT-510 and for preclinical studies associated with an additional IND
      candidate

    - approximately $25 million for operating expenses associated with
      conducting our various research and development activities

    - the balance for working capital and other general corporate purposes.

We may also use a portion of the net proceeds to acquire technologies or
products complementary to our business, although no material expenditures in
connection with any acquisitions are anticipated as of the date of this
prospectus. Pending application of the net proceeds as described above, we
intend to invest the net proceeds from this offering in investment grade,
interest-bearing instruments.

                                       18
<PAGE>
                PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

    Our common stock commenced trading publicly on the Nasdaq National Market on
November 19, 1996 and is traded under the symbol CVTX. The following table sets
forth, for the periods indicated, the high and low sale prices of our common
stock as reported on the Nasdaq National Market:


<TABLE>
<CAPTION>
                                                                                                 HIGH        LOW
<S>                                                                                            <C>        <C>
YEAR ENDED DECEMBER 31, 1997
First Quarter ended March 31, 1997...........................................................  $   10.75  $    6.63
Second Quarter ended June 30, 1997...........................................................       8.88       6.88
Third Quarter ended September 30, 1997.......................................................      10.00       6.88
Fourth Quarter ended December 31, 1997.......................................................      12.50       8.13

YEAR ENDED DECEMBER 31, 1998
First Quarter ended March 31, 1998...........................................................  $   10.25  $    8.25
Second Quarter ended June 30, 1998...........................................................      10.88       8.25
Third Quarter ended September 30, 1998.......................................................       9.06       5.75
Fourth Quarter ended December 31, 1998.......................................................       7.50       4.25

YEAR ENDED DECEMBER 31, 1999
First Quarter ended March 31, 1999...........................................................  $    7.25  $    3.69
Second Quarter ended June 30, 1999...........................................................       6.38       4.00
Third Quarter (through October 5, 1999)......................................................      21.00       5.38
</TABLE>



    As of September 30, 1999, there were approximately 285 holders of record of
our common stock. On October 5, 1999, the last sale price reported on the Nasdaq
National Market for the common stock was $13.63 per share.


    Since our initial public offering, we have not paid cash dividends on our
common stock. We currently anticipate that all of our earnings will be retained
for the continued development of our business and we do not anticipate paying
any cash dividends in the foreseeable future.

                                       19
<PAGE>
                                 CAPITALIZATION


    The following table sets forth as of June 30, 1999 unaudited information
about (i) our capitalization and (ii) the capitalization as adjusted to give
effect to the receipt by us of the estimated net proceeds from the sale of the
shares of common stock from this offering at an assumed public offering price of
$13.63 per share, after deducting the underwriting discount and our estimated
offering expenses.


    The table excludes as of June 30, 1999:

    - 1,735,315 shares of common stock issuable upon exercise of outstanding
      stock options at a weighted average exercise price of $6.39 per share

    - 443,078 shares of common stock issuable upon exercise of outstanding
      warrants at exercise prices ranging from $8.90 to $25.00 and a weighted
      average exercise price of $20.13

    - 354,683 shares of common stock available for future grant under our 1992
      Stock Option Plan, 1994 Equity Incentive Plan, Non-Employee Directors'
      Option Plan and Employee Stock Purchase Plan.


<TABLE>
<CAPTION>
                                                                                                JUNE 30, 1999
                                                                                            ----------------------
                                                                                                            AS
                                                                                              ACTUAL     ADJUSTED
                                                                                                (IN THOUSANDS)
<S>                                                                                         <C>         <C>
Total debt and capital lease obligation, less current portion.............................  $    7,795  $    7,795

Stockholders' equity:
  Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and
    outstanding, actual and as adjusted...................................................          --          --
  Common stock, $0.001 par value; 30,000,000 shares authorized; 12,310,571 shares issued
    and outstanding, actual; 16,310,571 shares issued and outstanding as adjusted.........     109,410     160,165
  Warrants to purchase common stock.......................................................       1,225       1,225
  Notes receivable issued for stock.......................................................         (87)        (87)
  Deferred compensation...................................................................        (727)       (727)
  Accumulated deficit.....................................................................     (79,971)    (79,971)
  Cumulative other comprehensive income...................................................         (99)        (99)
                                                                                            ----------  ----------

Total stockholders' equity................................................................  $   29,751  $   80,506
                                                                                            ----------  ----------
Total capitalization......................................................................  $   37,546  $   88,301
                                                                                            ----------  ----------
                                                                                            ----------  ----------
</TABLE>


                                       20
<PAGE>
                                    DILUTION


    The net tangible book value of CVT as of June 30, 1999 was approximately
$29,751,000 or $2.42 per share of common stock. Net tangible book value per
share is determined by dividing the net tangible book value, which consists of
tangible assets less total liabilities, of CVT by the number of shares of common
stock outstanding at that date. Without taking into account any other changes in
the net tangible book value after June 30, 1999, other than to give effect to
the receipt by CVT of the estimated net proceeds from the sale of the 4,000,000
shares of common stock from this offering at a public offering price of $13.63
per share, the net tangible book value of CVT as of June 30, 1999 would have
been $80,506,000 or $4.94 per share. This represents an immediate increase in
the net tangible book value of $2.52 per share to existing stockholders and an
immediate dilution of $8.69 per share to new investors. The following table
illustrates this per share dilution:



<TABLE>
<CAPTION>
                                                                                    Per Share
<S>                                                                            <C>        <C>
Assumed public offering price................................................             $   13.63
  Net tangible book value before the offering................................  $    2.42
  Increase attributable to new investors.....................................       2.52
                                                                               ---------
Net tangible book value after the offering...................................             $    4.94
                                                                                          ---------
Dilution to new investors....................................................             $    8.69
                                                                                          ---------
                                                                                          ---------
</TABLE>


The foregoing computations exclude as of June 30, 1999:

    - 1,735,315 shares of common stock issuable upon exercise of outstanding
      stock options at a weighted average exercise price of $6.39 per share

    - 443,078 shares of common stock issuable upon exercise of outstanding
      warrants at exercise prices ranging from $8.90 to $25.00 and a weighted
      average exercise price of $20.13

    - 354,683 shares of common stock available for future grant under our 1992
      Stock Option Plan, 1994 Equity Incentive Plan, Non-Employee Directors'
      Option Plan and Employee Stock Purchase Plan. To the extent that options
      or warrants are exercised and shares of common stock are issued, there
      will be further dilution to new investors.

                                       21
<PAGE>
                      SELECTED CONSOLIDATED FINANCIAL DATA

    The selected consolidated financial data set forth below with respect to the
consolidated statements of operations data for the years ended December 31,
1994, 1995, 1996, 1997 and 1998 and the consolidated balance sheet data at
December 31, 1994, 1995, 1996, 1997 and 1998 are derived from the consolidated
financial statements of CVT which have been audited by Ernst & Young LLP,
independent auditors and are not included in this prospectus. The consolidated
statements of operations data for the six months ended June 30, 1998 and 1999
and the consolidated balance sheet data at June 30, 1999, are derived from
unaudited consolidated financial statements that have been prepared on the same
basis as the audited consolidated financial statements and in the opinion of
management contain all adjustments, consisting only of normal recurring
adjustments, necessary for presentation of the financial position at that date
and the results of operations for these periods. The historical results are not
necessarily indicative of results of operations to be expected for the entire
year. The data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements and the Notes to the Consolidated
Financial Statements. The description of the shares used in calculating basic
and diluted net loss per share is detailed in Note 1 of Notes to Consolidated
Financial Statements in our Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 incorporated in this prospectus by reference.

<TABLE>
<CAPTION>
                                                                                                      SIX MONTHS ENDED
                                                            YEAR ENDED DECEMBER 31,                       JUNE 30,
                                             -----------------------------------------------------  --------------------
                                               1994       1995       1996       1997       1998       1998       1999
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                          <C>        <C>        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Collaborative research revenue.............  $      --  $      --  $     250  $   2,578  $   4,509  $   4,482  $      --
Operating expenses:
  Research and development.................      8,823     12,856      7,141     10,568     14,578      6,925      8,676
  General and administrative...............      2,802      3,402      2,917      4,169      4,158      2,117      2,357
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total operating expenses...................     11,625     16,258     10,058     14,737     18,736      9,042     11,033
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
Loss from operations.......................    (11,625)   (16,258)    (9,808)   (12,159)   (14,227)    (4,560)   (11,033)
Interest income............................        526        416        587      1,760      2,749      1,455      1,098
Interest and other expense.................       (268)      (882)    (1,144)      (926)    (1,124)      (796)      (483)
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Net loss.................................  $ (11,367) $ (16,724) $ (10,365) $ (11,325) $ (12,602) $  (3,901) $ (10,418)
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
Basic and diluted net loss per share.......  $  (45.83) $  (49.92) $   (9.83) $   (1.58) $   (1.16) $   (0.37) $   (0.90)
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
Shares used in computing basic and diluted
  net loss per share.......................        248        335      1,054      7,157     10,905     10,647     11,569
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                       -----------------------------------------------------   JUNE 30,
                                                         1994       1995       1996       1997       1998        1999
                                                                                 (IN THOUSANDS)
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities.....  $   9,743  $   5,569  $  21,568  $  38,090  $  44,804   $  38,127
Working capital......................................      7,686        271     20,278     32,904     40,698      35,325
Total assets.........................................     16,099     11,448     26,139     42,644     49,330      42,798
Long-term portion of debt and capital lease
  obligation.........................................      2,698      3,402      5,000      5,052      7,838       7,795
Accumulated deficit..................................    (18,537)   (35,261)   (45,626)   (56,951)   (69,553)    (79,971)
Total stockholders' equity...........................     10,561      1,804     18,676     26,557     34,738      29,751
</TABLE>

                                       22
<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATION

    This Management's Discussion and Analysis of Financial Condition and Results
of Operations and other parts of this prospectus contain forward-looking
statements which involve risks and uncertainties. Our actual results may differ
materially from the results discussed in the forward-looking statements. Factors
that might cause such a difference include, but are not limited to, those
discussed in "Risk Factors."

OVERVIEW

    CV Therapeutics is a biopharmaceutical company engaged in the discovery and
development of new small molecule drugs for the treatment of cardiovascular
diseases. Since our inception in December 1990, substantially all of our
resources have been dedicated to research and development. To date, we have not
generated any product revenue and do not expect to generate any product revenues
for at least several years. As of June 30, 1999, we had an accumulated deficit
of $80.0 million. We expect our sources of revenue, if any, for the next several
years to consist of payments under corporate partnerships and interest income.
The process of developing our products will require significant additional
research and development, preclinical testing and clinical trials, as well as
regulatory approval. These activities, together with our general and
administrative expenses, are expected to result in operating losses for the
foreseeable future. We will not receive product revenue unless we or our
collaborative partners complete clinical trials and successfully commercialize
one or more of our products.

    We are subject to risks common to biopharmaceutical companies, including
risks inherent in our research and development efforts and clinical trials,
reliance on collaborative partners, enforcement of patent and proprietary
rights, the need for future capital, potential competition and uncertainty of
regulatory approval. In order for a product to be commercialized, it will be
necessary for us and, in some cases, our collaborators, to conduct preclinical
tests and clinical trials, demonstrate efficacy and safety of our product
candidates, obtain regulatory clearances and enter into manufacturing,
distribution and marketing arrangements, as well as obtain market acceptance. We
cannot assure that we will generate revenues or achieve and sustain
profitability in the future.

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998

    COLLABORATIVE RESEARCH REVENUES.  There were no collaborative research
revenues for the quarter ended June 30, 1999, compared to $299,000 for the
quarter ended June 30, 1998. There were also no collaborative research revenues
for the six-month period ended June 30, 1999, compared to $4.5 million for the
six-month period ended June 30, 1998. The collaborative research revenue for
both the three and six-month periods ended June 30, 1998 was primarily the
result of our completion of the research component of our collaboration with
Biogen during the first quarter of 1998.

    RESEARCH AND DEVELOPMENT EXPENSES.  Research and development expenses
increased to $4.5 million for the quarter ended June 30, 1999, compared to $3.6
million for the quarter ended June 30, 1998. Research and development expenses
increased to $8.7 million for the six-month period ended June 30, 1999, compared
to $6.9 million for the six-month period ended June 30, 1998. The increases for
both the three and the six-month periods ended June 30, 1999, compared to the
same periods in 1998, were primarily due to hiring additional employees to
provide support for an increased level of activity in the research, development
and clinical programs. We expect research and development expenses to continue
to increase over the next several years as we further expand product development
efforts and clinical trials.

                                       23
<PAGE>
    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased to $1.2 million for the quarter ended June 30, 1999, compared to $1.1
million for the quarter ended June 30, 1998. General and administrative expenses
increased to $2.4 million for the six-month period ended June 30, 1999, compared
to $2.1 million for the six-month period ended June 30, 1998. The increases for
both the three and the six-month periods ended June 30, 1999, compared to the
same periods in 1998, were primarily due to an increase in outside legal
expenses for a variety of administrative and corporate issues. We expect general
and administrative expenses to increase in the future in line with our research
and development activities.

    INTEREST INCOME AND INTEREST AND OTHER EXPENSE.  Interest income was
$523,000 for the quarter ended June 30, 1999, compared to $738,000 for the
quarter ended June 30, 1998. Interest income was $1.1 million for the six-month
period ended June 30, 1999, compared to $1.5 million for the six-month period
ended June 30, 1998. The decreases for both the three and the six-month periods
ended June 30, 1999, compared to the same periods in 1998, were due to lower
average investment balances. Interest and other expense was $238,000 for the
quarter ended June 30, 1999 compared to $185,000 for the quarter ended June 30,
1998. Interest and other expense was $483,000 for the six-month period ended
June 30, 1999 compared to $796,000 for the six-month period ended June 30, 1998.
The increase for the quarter ended June 30, 1999, compared to the same period in
1998, was primarily due to interest expense associated with a $4.5 million
addition to the loan balance with Biogen, Inc. in December 1998. The decrease
for the six-month period ended June 30, 1999, compared to the same period in
1998, was primarily due to a charge of $371,000 recognized during the first
quarter of 1998 related to the early retirement of a capital lease obligation.
We expect that interest income/interest and other expense will fluctuate with
average investment and loan balances.

YEARS ENDED DECEMBER 31, 1998 AND 1997

    COLLABORATIVE RESEARCH REVENUES.  We recognized collaborative research
revenues of $4.5 million for the year ended December 31, 1998, compared to $2.6
million during year ended December 31, 1997. The increase was primarily the
result of $4.0 million of deferred revenue being recognized during 1998, in
conjunction with our completion of the research component of our collaboration
with Biogen.

    RESEARCH AND DEVELOPMENT EXPENSES.  Our research and development expenses
increased to $14.6 million for the year ended December 31, 1998, compared to
$10.6 million for the year ended December 31, 1997. The increase during 1998 was
primarily due to increased outside service expenses associated with ranolazine
clinical trials. We expect research and development expenses to increase
significantly over the next several years as we expand research and product
development efforts. We have taken, and are continuing to take, extra measures
to stimulate faster enrollment in our ongoing Phase III monotherapy clinical
trial of ranolazine due to slower than originally projected enrollment. These
measures resulted in an increase in enrollment in the second half of 1998, and
are expected to result in further enrollment increases, and hence an increase in
clinical trial expenses. Two other Phase III clinical trials with ranolazine are
expected to begin in 1999, which will likely result in a further increase in
research and development expenses. Research and development expenses will also
increase due to activities associated with CVT-510, which entered a Phase I
clinical trial in September 1998.

    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
were $4.2 million for the year ended December 31, 1998, which were the same as
for the year ended December 31, 1997. We expect general and administrative
expenses to increase in the future in support of our research and development
activities.

    INTEREST INCOME AND INTEREST AND OTHER EXPENSE.  Interest and other income
(expense), net increased to $1.6 million for the year ended December 31, 1998,
compared to $834,000 for the year ended December 31, 1997. The increase in 1998
was due to higher average investment balances as a result of net proceeds of
$19.6 million from our follow-on public offering of 2,575,000 shares of

                                       24
<PAGE>
common stock that was completed in January 1998. The increase was partially
offset by a $303,000 charge for the early retirement of a capital lease
obligation. We expect that interest and other income, net will fluctuate with
average investment balances.

    TAXES.  We have not generated taxable income to date. At December 31, 1998,
the net operating losses available to offset future taxable income for federal
income tax purposes were approximately $61.5 million. Because we have
experienced ownership changes, future utilization of the carryforwards may be
limited in any one fiscal year pursuant to Internal Revenue Code regulations.
The carryforwards expire at various dates beginning in 2008 through 2018 if not
utilized. As a result of the annual limitation, a portion of these carryforwards
may expire before becoming available to reduce our federal income tax
liabilities.

YEARS ENDED DECEMBER 31, 1997 AND 1996

    COLLABORATIVE RESEARCH REVENUES.  We recognized collaborative research
revenues of $2.6 million for the year ended December 31, 1997, compared to
$250,000 during year ended December 31, 1996. Collaborative research revenue for
the year ended December 31, 1997 was earned in connection with our collaboration
with Biogen for the development and commercialization of CVT-124.

    RESEARCH AND DEVELOPMENT EXPENSES.  Our research and development expenses
increased to $10.6 million for the year ended December 31, 1997, compared to
$7.1 million for the year ended December 31, 1996. The higher expenses in 1997
were primarily due to increased activity associated with the development of
ranolazine as well as a $1.0 million milestone payment to Syntex payable under
the original license agreement for ranolazine and the issuance of shares of our
common stock to Syntex valued at $544,000 under an amendment to the license
agreement. These expenses were partially offset by a decrease in our use of
outside contract services.

    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased to $4.2 million for the year ended December 31, 1997, compared to $2.9
million for the year ended December 31, 1996, primarily due to the amortization
of deferred compensation expense, personnel recruiting expenses and new
administrative expenses associated with becoming a public company.

    INTEREST INCOME AND INTEREST AND OTHER EXPENSE.  Interest and other income
(expense), net increased to $834,000 for the year ended December 31, 1997,
compared to $(557,000) for the year ended December 31, 1996. The increase in
1997 was a result of higher average investment balances resulting from the
proceeds of our initial public offering completed in November 1996, payments
received in connection with our collaboration and license agreements with Biogen
entered into in March 1997 and proceeds from the private placement of shares of
common stock with Biotech Target S.A., an affiliate of BB Biotech AG of
Switzerland, in October 1997. In contrast, during the year ended December 31,
1996, we had lower average investment balances and incurred prepayment penalties
associated with a restructuring of our debt.

LIQUIDITY AND CAPITAL RESOURCES

    We have financed our operations since inception primarily through private
placements of preferred and common stock, public offerings of common stock,
equipment and leasehold improvement financing, other debt financing and payments
under corporate collaborations. In November 1996, we completed an initial public
offering and raised net proceeds of approximately $12.0 million. In March 1997,
we entered into two research collaboration and license agreements with Biogen
that together resulted in cash receipts of $16.0 million. In October 1997, we
raised net proceeds of $12.3 million in a private placement of equity securities
with BB Biotech. In January 1998, we completed a follow-on public offering and
raised net proceeds of approximately $19.6 million. In December 1998, we drew
down an additional $4.5 million under a general purpose loan facility with
Biogen. As of June 30, 1999 the outstanding balance for this note was
$7,500,000. Interest on this note is payable at prime plus one and

                                       25
<PAGE>
one-half percent (1.5%), or 9.25% at June 30, 1999, payable annually, in
arrears, each March 10th. In May 1999, we entered into a sales and marketing
services agreement with Innovex Inc. pursuant to which Innovex's parent,
Quintiles Transnational Corp., purchased 1,043,705 shares of our common stock
for a total investment of $5.0 million. In addition, we entered into two
promissory notes with Quintiles. The first promissory note in the amount of
$10.0 million may be drawn down by us at NDA filing of ranolazine. The second
promissory note shall be for a cash amount to be determined after commercial
launch of ranolazine. Both notes are convertible into shares of common stock at
the option of Quintiles upon certain events.

    Cash, cash equivalents and marketable securities at June 30, 1999 totaled
$38.1 million compared to $44.8 million at December 31, 1998. The decrease in
the first six months of 1999 was due to the funding of ongoing operations offset
by the $5.0 million received from the Quintiles stock purchase.

    Net cash used in operations for the six months ended June 30, 1999 was $9.1
million compared to $6.3 million for the six months ended June 30, 1998. The
increase in cash used in operations for the first six months of 1999, compared
to the first six months of 1998, was primarily due to increased research and
development efforts.

    As of June 30, 1999, we have invested $8.2 million in property and equipment
with the rate of investment having increased last year in line with increased
research and development efforts. This trend should continue for the foreseeable
future.

    We will require substantial additional funding in order to complete our
research and development activities and commercialize any potential products. We
currently estimate that our existing resources and projected interest income,
including the proceeds of this offering, will enable us to maintain our current
and planned operations through the first quarter of 2001. However, we cannot
assure that we will not require additional funding prior to then or that
additional financing will be available on acceptable terms or at all.

    Our forecast of the period of time through which our financial resources
will be adequate to support our operations is a forward-looking statement that
involves risks and uncertainties, and actual results could vary as a result of a
number of factors. Our future capital requirements will depend on many factors,
including scientific progress in our research and development programs, the size
and complexity of these programs, the scope and results of preclinical studies
and clinical trials, our ability to establish and maintain corporate
partnerships, the time and costs involved in obtaining regulatory approvals, the
costs involved in filing, prosecuting and enforcing patent claims, competing
technological and market developments, the cost of manufacturing preclinical and
clinical material and other factors not within our control. We cannot assure
that the additional financing to meet our capital requirements will be available
on acceptable terms or at all. Insufficient funds may require us to delay, scale
back or eliminate some or all of its research or development programs, to lose
rights under existing licenses or to relinquish greater or all rights to product
candidates at an earlier stage of development or on less favorable terms than we
would otherwise choose or may adversely affect our ability to operate as a going
concern. If additional funds are raised by issuing equity securities,
substantial dilution to existing stockholders may result.

YEAR 2000

    Many computer systems, applications, information technologies and equipment
containing computer related components are unable to differentiate between the
year 2000 and the year 1900 because they were programmed with two-digit, rather
than four-digit, date fields. Accordingly, older computer systems that have
time-sensitive applications may not properly recognize the year 2000 and beyond.
This could cause system or equipment shut downs, failures or miscalculations
resulting in inaccuracies in computer output or disruptions of operations,
including, among other things, inaccurate

                                       26
<PAGE>
processing of financial information and/or temporary inabilities to process
transactions, manufacture products, or engage in similar normal business
activities.

    We have formed a committee to assess the impact of the problem on our
operations; however, the committee's assessment of the Year 2000 issue is not
yet complete. We tested our key computer systems and equipment, including
financial, informational and operational systems, and determined that these
systems were largely Year 2000 compliant. We completed upgrades to the systems
which we determined were not Year 2000 compliant. We believe that with these
upgrades, the Year 2000 issue will not pose significant operational problems for
our computer systems and equipment. We currently have no contingency plans to
deal with major Year 2000 failures.

    In addition to risks associated with our own computer systems and equipment,
we have relationships with, and are to varying degrees dependent upon, a large
number of third parties that provide us with information, goods and services.
These include financial institutions, suppliers, vendors, research partners and
governmental entities. If significant numbers of these third parties experience
failures in their computer systems, or equipment due to the Year 2000 issue,
these failures could affect our ability to process transactions, manufacture
products, or engage in similar normal business activities. While some of these
risks are outside of our control, we have instituted programs, including
internal records review and use of external questionnaires, to identify key
third parties, assess their level of Year 2000 compliance, update contracts and
address any non-compliance issues. As of June 30 1999 a majority of the key
third parties have responded that they are or will be Year 2000 compliant by
December 31, 1999. The remaining key third parties were sent a follow-up
questionnaire in June 1999.

    The total cost of the Year 2000 systems assessment and upgrades is funded
through operating cash flows and we are expensing these costs. The financial
impact of making the required systems changes is minimal and currently expected
to be approximately $30,000. The actual financial impact could, however, exceed
this estimate.

                                       27
<PAGE>
                                    BUSINESS

OVERVIEW

    CV Therapeutics is a biopharmaceutical company engaged in the discovery and
development of new small molecule drugs to treat cardiovascular disease, the
leading cause of death in the United States. As the result of our drug
development efforts to date, we have three drug candidates in clinical trials,
one each in Phase III, Phase II and Phase I. For two of these drug candidates we
continue to retain marketing rights in the United States and Europe. In
addition, we have several research and preclinical programs, with marketing
rights fully retained by us, designed to bring additional drug candidates into
clinical testing. Our development efforts use an innovative biomedical
discipline, molecular cardiology, which is the application of molecular biology
to cardiovascular disease.

CARDIOVASCULAR DISEASE BACKGROUND

    Cardiovascular disease is the leading cause of death in the United States,
claiming more than 960,000 lives in 1995. This is more than 165% of the number
of deaths attributed to AIDS and cancer combined. The American Heart Association
estimated the total amount spent on cardiovascular medications in the United
States for 1998 at $14.8 billion.

    The cardiovascular system is comprised of the heart, the blood vessels, the
kidneys and the lungs. Together, the components of the cardiovascular system
deliver oxygen and other nutrients to the tissues of the body and remove waste
products. The heart propels blood through a network of arteries and veins. The
kidneys closely regulate the blood volume and the balance of chemicals, such as
sodium, potassium and chloride, in the blood, and the lungs put oxygen in the
blood and remove carbon dioxide. To accomplish these tasks, the cardiovascular
system must maintain adequate blood flow, or cardiac output. Cardiac output is
determined by factors such as heart rate and blood pressure, which in turn are
controlled by a variety of hormones such as adrenaline, angiotensin and
adenosine. These hormones exert their effects by binding to specific receptors
on the surfaces of a variety of cell types in the heart, lungs, blood vessels
and kidneys. Any significant disruption of this system results in cardiovascular
disease.

    Cardiovascular diseases, including atherosclerosis, which is the hardening
of the arteries, hypertension, which is high blood pressure, and others, may
cause permanent damage to the heart and blood vessels, leading to CHF, angina
and myocardial infarction. In 1998, in the United States, there were 7.2 million
patients with angina and 4.9 million patients with CHF. In 1997, there were 2.6
million hospital diagnoses of acute atrial arrhythmias in the United States.
More than 20 years ago, drugs such as nitrates, beta blockers, calcium channel
blockers and ACE inhibitors were developed to treat cardiovascular diseases.
These drugs have contributed to an increase in the survival of patients who
suffer from cardiovascular disease. However, these drugs also can cause a
variety of undesirable side effects, including fatigue, depression, impotence,
headaches, palpitations and edema. They also may lack effectiveness in various
segments of the cardiovascular market. Molecular cardiology has provided new
insight into the mechanisms underlying cardiovascular diseases, thus creating
the opportunity for improved therapies.

                                       28
<PAGE>
BUSINESS STRATEGY

    The key elements of our business strategy are as follows:

    IDENTIFY AND DEVELOP NEW DRUGS FOR THE TREATMENT OF CARDIOVASCULAR
     DISEASES--A SINGLE THERAPEUTIC AREA

    By being focused on one therapeutic area, cardiovascular disease, we believe
that we can be relatively efficient in our drug discovery, development and
commercialization efforts. Our concentrated focus on cardiovascular disease may
add to our efficiency, including in the following areas:

    - Research--focus is on the molecular mechanisms of the cardiovascular
      system

    - Regulatory--discussions are with the same FDA division

    - Clinical investigators--investigators in one trial are candidates for
      future trials

    - Consultants--thought leaders are tapped for numerous internal programs

    - Clinical need--key employees are experienced in cardiovascular and/or
      clinical science

    - Sales force efficiency--detailing is to the same cardiologists and
      high-volume prescribing doctors.

    FOCUS ON SMALL MOLECULE DRUG CANDIDATES


    Small molecule therapeutics can frequently be administered orally on an
outpatient basis. By contrast, to date, "large molecule" therapeutics, such as
proteins or monoclonal antibodies, can very rarely be formulated to accommodate
oral outpatient administration. In addition, our emphasis on small molecule
therapeutics means that our drug candidates can be produced by conventional
pharmaceutical manufacturing methods. We believe that the established contract
pharmaceutical manufacturing industry provides us the opportunity to use outside
production capabilities.


    COMMERCIALIZE PRODUCTS, IN PART, THROUGH A CONCENTRATED MARKETING EFFORT
     TARGETED TO CARDIOLOGISTS

    A focused commercialization effort can provide marketing cost efficiencies.
Patients that have severe cardiovascular conditions are generally treated by
cardiologists. In 1996 there were approximately 20,000 cardiologists in the
United States. Cardioligists are generally concentrated in metropolitan
communities near major medical centers. We believe that this small number of
subspecialists is responsible for a significant portion of the patient visits
associated with prescriptions written for severe cardiovascular conditions.
These market dynamics make it possible to approach the sales of the drugs in our
pipeline with a focused sales force, like the one to be provided for ranolazine
through our sales and marketing services agreement with Innovex.

    PARTICIPATE IN THE SALES AND MARKETING IN THE UNITED STATES OF AT LEAST SOME
     OF THE DRUGS WE DEVELOP

    In the biopharmaceutical industry, a substantial percentage of the profits
generated from successful drug development are typically retained by the entity
directly involved in the sales and marketing of the drug. Licensing our drug
candidates to a third party who will complete development and provide sales and
marketing resources in exchange for a sales royalty may reduce some of our
risks. However, we believe that the risk-return tradeoff typically favors
developing and then marketing and selling products ourselves. Therefore, a key
element of our business strategy is to be involved, when practical, in the sales
and marketing of our products in the United States. Though we may eventually
become involved in direct sales and marketing activities in other parts of the
world, our initial direct efforts will be in the United States.

                                       29
<PAGE>
PRODUCT PORTFOLIO

    We have the following portfolio of product candidates:

<TABLE>
<CAPTION>
                                                                             DEVELOPMENT
 PRODUCT                 TARGET                         INDICATION              STATUS
- ----------  ---------------------------------  ----------------------------  ------------
<S>         <C>                                <C>                           <C>
Ranolazine  Fatty acid oxidation inhibition    Angina                        Phase III

CVT-124     Adenosine A(1) receptor in the     Congestive heart failure      Phase II
            kidney

CVT-510     Adenosine A(1) receptor in the     Acute heart rate control      Phase I
            heart                              during atrial arrhythmias

CVT-3146    Adenosine A(2A) receptor in the    Cardiac imaging               Preclinical
            heart

CVT-2584    CDK2                               Restenosis, arterial bypass   Preclinical
                                               graft

CVT-2501    Adenosine A(1) receptor in the     Chronic heart rate control    Preclinical
            heart                              during atrial arrhythmias

CVT-2511    Fatty acid oxidation inhibition    Angina                        Research

Cholesterol Tangier disease gene/HDL           Atherosclerosis               Discovery
Transport   elevation
</TABLE>

    In the table, under the heading "Development Status," "Phase III" indicates
evaluation of clinical efficacy and safety within an expanded patient population
at geographically dispersed clinical trial sites. "Phase II" indicates safety
testing and initial efficacy testing in healthy volunteers and a limited patient
population. "Phase I" indicates initial safety testing in healthy volunteers and
a limited patient population. "Preclinical" indicates lead compound selected for
possible development which meets predetermined criteria for potency,
specificity, manufacturability and pharmacologic activity in animal and/or in
vitro models. "Research" indicates lead candidate being tested against
predetermined criteria. "Discovery" indicates efforts to identify drug
candidates for further evaluation.

RANOLAZINE

    Ranolazine is a new small molecule for the potential treatment of angina.
Research indicates that ranolazine may cause a partial shift in the source of
energy for the heart from fatty acid toward glucose, which is a more oxygen
efficient source of energy. We are developing ranolazine to potentially treat
angina because we believe ranolazine may significantly improve exercise
tolerance, the standard clinical measurement for angina treatment. However,
unlike current anti-anginal medicines, ranolazine may allow blood pressure and
heart rate to remain essentially unchanged, and as a result, may have an
improved tolerability profile compared to currently available therapies. We
licensed ranolazine from Syntex in March 1996.

    POTENTIAL INDICATION--ANGINA

    Angina is heart pain. Angina sufferers often describe their pain as a
crushing, strangling and/or burning sensation in the chest. These attacks can
occur anytime or anywhere, but in most patients with angina, they are often
triggered by daily physical exertion or emotional stress.

    Angina is caused when the heart muscle does not get enough oxygen-carrying
blood to meet its need, generally because of obstructions in the coronary
arteries feeding blood to the heart. These obstructions typically are caused by
a buildup of cholesterol deposits in the coronary arteries. All the

                                       30
<PAGE>
body's organs and tissues need oxygen to extract energy from the foods we eat.
The heart also needs oxygen in order to fuel its mechanical work of pumping
blood throughout the body. Angina occurs when the blood supply cannot provide
enough oxygen to meet the heart muscle's demand.

    In the United States, approximately 7.2 million patients in 1998 had angina.
Based on published data, we estimate that over half of these patients are
currently being treated with multiple medications, including nitrates, beta
blockers and calcium channel blockers.

    CURRENT APPROACHES TO ANGINA TREATMENT

    Currently available drugs to treat angina include beta blockers, calcium
channel blockers, and long-acting nitrates. These drugs treat angina by
decreasing the heart's demand for oxygen by reducing the work it is asked to
perform. These drugs work by lowering heart rate, blood pressure and/or the
strength of the heart's contraction. These hemodynamic effects can limit or
prevent the use of currently available drugs in patients whose blood pressure or
cardiac function is already decreased. These effects can be particularly
pronounced when these drugs are used in combination. Additional adverse effects
include lower extremity edema associated with calcium channel blockers,
impotence and depression associated with beta blockers and headaches associated
with nitrates. Consequently, for some patients, presently available medical
treatment may not provide relief of angina without unacceptable effects.

    PFOX INHIBITION--A POTENTIAL NEW APPROACH BY RANOLAZINE

    Cardiac metabolism is the process by which the heart extracts the energy it
needs to pump blood from either fat or glucose by combining them with oxygen.
Under normal conditions, cardiac metabolism uses both fat and glucose on a
roughly 60% fat and 40% glucose basis. If fatty acid oxidation, which is the
combination of fatty acids and oxygen into energy, is inhibited, cardiac
metabolism shifts to utilizing more glucose. Since the heart gets more energy
from a unit of oxygen combined with glucose than it does from that same unit of
oxygen combined with fat, causing a shift in cardiac metabolism from fat to
glucose should improve cardiac efficiency. However, a complete shift away from
metabolizing fatty acids could potentially lead to unwanted side effects.
Consequently, only a partial inhibition of fatty acid oxidation is likely to be
desirable.

    Research indicates that ranolazine may cause such a partial shift, and that
ranolazine may be a partial fatty acid oxidation, or pFOX, inhibitor.
Specifically, ranolazine may cause a partial, and reversible, inhibition of
fatty acid oxidation during conditions of a shortage of oxygen. Inhibition of
fatty acid oxidation results in a shift to more glucose oxidation, which
produces more energy per unit of available oxygen. Such an improvement in
cardiac efficiency could contribute to a treatment for angina by reducing the
imbalance between oxygen demand and oxygen supply.

    As a pFOX inhibitor, ranolazine potentially operates via a completely
different pathway than the existing anti-anginal drugs. Ranolazine does not
appear to work by lowering heart rate or blood pressure to reduce oxygen demand.
Rather, ranolazine may affect cardiac metabolism, the process by which energy is
extracted from glucose and fatty acids by combining them with oxygen. Ranolazine
appears to improve the efficiency of cardiac metabolism by allowing the
otherwise limited supply of oxygen to produce more energy. This metabolic shift
toward glucose metabolism and away from fatty acid metabolism does not affect
heart rate, blood pressure or the contraction strength of the heart.
Consequently, patients taking ranolazine may be able to maintain these
hemodynamic measures at or near baseline levels, which they are unable to do if
they take any of the currently available anti-anginal medications.

                                       31
<PAGE>
    The following table sets forth the mechanisms and effects of ranolazine and
anti-anginal drugs.

<TABLE>
<CAPTION>
                             Heart                 Blood
                              Rate                Pressure        Mechanism
- --------------------------------------------------------------------------------------
<S>                   <C>                   <C>                   <C>
Ranolazine:                    --                    --           Improves oxygen
pFOX Inhibitor                                                    metabolism
- --------------------------------------------------------------------------------------
Beta                                                              Decreased
Blockers                  [DOWN ARROW]          [DOWN ARROW]      pump function
- --------------------------------------------------------------------------------------
Calcium                                                           Decreased
Channel                   [DOWN ARROW]          [DOWN ARROW]      pump function,
Blockers                                                          vasodilation
- --------------------------------------------------------------------------------------
Long-Acting                                                       Vasodilation
Nitrates                 [UPWARD ARROW]         [DOWN ARROW]
</TABLE>

    For the above table, the data and the reflected mechanism of action
indicated for ranolazine is based on clinical trials to date. Unlike beta
blockers, calcium channel blockers and long-acting nitrates, ranolazine has not
yet been approved by the FDA as safe or effective, and clinical trials are
currently underway to confirm this hypothesis.

    RANOLAZINE CLINICAL TRIAL STATUS

    In August 1999, we announced initial results from MARISA, the first of two
planned Phase III clinical trials of ranolazine in angina. MARISA was a
randomized, double-blind, placebo-controlled trial of a sustained release
formulation of ranolazine used in patients who were not receiving other
anti-anginal drugs. Patients were evaluated by treadmill exercise testing during
treatment with placebo and each of three doses of ranolazine, 500mg twice daily,
1000mg twice daily, and 1500mg twice daily. The results of the trial are
summarized below:

    - The MARISA primary endpoint was treadmill exercise duration approximately
      12 hours after the previous dose and just before the next dose. At this
      time, ranolazine plasma concentrations are at their lowest point during
      the dosing cycle, or at trough. Data from 175 patients appear to show that
      compared to placebo, ranolazine taken twice a day increased exercise
      duration at trough plasma concentrations, at all three active doses
      studied. These results were statistically significant at the 99.5% or
      greater level, or p LESS THAN OR EQUAL TO 0.005.

    - Key secondary endpoints, exercise time to onset of angina and exercise
      time to the electrocardiographic appearance of ischemia were increased at
      all three ranolazine doses studied compared to placebo. These results were
      statistically significant at the 99.5% or greater level, or p LESS THAN OR
      EQUAL TO 0.005.

    - The lack of clinically relevant hemodynamic effects was consistent with
      results observed in prior clinical trials of a different formulation of
      ranolazine. While increases in exercise duration were observed, ranolazine
      had no clinically meaningful impact on heart rate or blood pressure,
      either at rest or following exercise.

    - Adverse events, including dizziness, asthenia or weakness, and nausea, and
      the electrocardiographic changes observed in this trial, were consistent
      with those observed in prior trials of a different formulation of
      ranolazine. Adverse event frequency increased as dose increased.

    In July 1999, we initiated our second pivotal Phase III clinical trial. The
CARISA trial is a randomized, double-blind, placebo controlled trial of
ranolazine used in combination with other anti-

                                       32
<PAGE>
anginal drugs in approximately 460 patients. Should results of this trial be
consistent with the results we found in the first Phase III trial, we intend to
submit an NDA to the FDA.

    Three Phase II trials completed by Syntex prior to 1994 indicated that an
immediate release formulation of ranolazine increased, with p LESS THAN 0.05,
the exercise duration of angina patients during exercise testing at peak dosage
levels, compared to placebo. This result was observed both when ranolazine was
given alone and in combination with beta blockers or calcium channel blockers.
In these trials, ranolazine was administered on a three times daily schedule. To
achieve a more commercially attractive product with a twice-daily dosing
schedule, Syntex developed a sustained release formulation of ranolazine which
we are using in our Phase III clinical trials. To date, ranolazine has been
tested in more than 2,100 patients and volunteers in the United States and
Europe.

    COMMERCIALIZATION OF RANOLAZINE

    In May 1999, we entered into a sales and marketing alliance with Innovex.
Under this agreement, if ranolazine is approved for sale in the United States by
the FDA, Innovex will hire and train a dedicated sales force for ranolazine,
fund product launch and the first five years of sales and marketing expenses. We
will receive 100% of the revenues of ranolazine, and we will pay Innovex a share
of those revenues that will not exceed 33% in the first two years of sales that
will decline to a maximum of 25% by the fourth and fifth years. Further, in
exchange for giving us the option to retain this trained sales force at the end
of the contract, Innovex will receive a royalty on sales of 7% in the sixth and
4% in the seventh year after launch.

    Innovex provides sales and marketing services to the pharmaceutical industry
worldwide. As of December 31, 1998, Innovex reported that it had 2,700 sales
people in various United States pharmaceutical sales teams.

CVT-510

    We are developing CVT-510 for the potential acute control of heart rate.
Atrial arrhythmias are abnormally rapid heart rates which include the conditions
of atrial fibrillation, atrial flutter and paroxysmal atrial tachycardias.
CVT-510 is an adenosine A(1) agonist which may act selectively on the conduction
system of the heart to slow electrical impulses. CVT-510 may offer a new
approach to rapid and sustained control of acute atrial arrhythmias by reducing
heart rate without lowering blood pressure. We are currently conducting a Phase
I trial in the United States, to assess the safety and initial efficacy of
CVT-510. To date, we have retained all development and marketing rights for
CVT-510.

    POTENTIAL INDICATION--ACUTE HEART RATE CONTROL DURING ATRIAL ARRHYTHMIAS

    Atrial arrhythmias occur when the atria of the heart beat rapidly, or
uncontrollably, sending multiple electrical impulses to the ventricles of the
heart. An excessive increase in ventricular rate reduces the heart's cardiac
output due to inadequate filling and emptying of the left ventricle. Potentially
damaging consequences include low blood pressure and damage to the brain, heart
and other vital organs. Thus, these arrhythmias can be life-threatening and
require rapid treatment. Because of the severity of these conditions and the
need to treat patients quickly, intravenous therapies are typically used.

    In the United States, atrial arrhythmias are involved in approximately 2.6
million hospital diagnoses annually. They are a major complication of heart
attacks, heart failure and cardiac surgery. The acute treatment of atrial
arrhythmias involves slowing the heart rate. Later, when the heart rate is
controlled, additional steps can be taken to reverse the abnormal electrical
activity in the atria which underlie these arrhythmias.

                                       33
<PAGE>
    CURRENT APPROACHES TO ACUTE HEART RATE CONTROL DURING ATRIAL ARRHYTHMIAS

    Current medical therapies, which include digitalis, calcium channel
blockers, beta blockers and Adenocard, aim to slow the heart to a normal rate
but have significant limitations in the acute care setting. Digitalis is
effective in controlling heart rate, but requires a long time to take effect.
This can be dangerous in patients whose condition requires prompt heart rate
control to restore normal cardiac output. Calcium channel blockers, beta
blockers and Adenocard act quickly but are themselves associated with reductions
in blood pressure and depressed cardiac function. These drugs could potentially
exacerbate the condition of patients already experiencing cardiac dysfunction as
a complication of the arrhythmia. Furthermore, the effect of Adenocard persists
only for a few seconds, and as a result, is not indicated for treatment in
patients with atrial fibrillation or flutter.

    CARDIAC CONDUCTION SYSTEM

    During an atrial arrhythmia, the atria of the heart beat too rapidly,
sending excessive electrical impulses to the ventricles of the heart. These
electrical impulses are initiated at a set of specialized cells in the atria,
known as the sinus node, and then run to another set of specialized cells known
as the atrio-ventricular node. It is this AV node which controls the
transmission of the electrical impulses to the ventricles. Since the rate at
which electrical impulses pass through the AV node determines ventricular heart
rate, slowing AV nodal transmission will result in a reduction in ventricular
heart rate. Since ventricular rate is a primary determinant of cardiac output,
prompt slowing of rapid AV nodal conduction is one treatment approach to slowing
the abnormally rapid heart rate of an atrial arrhythmia.

    POTENTIAL TREATMENT BY CVT-510

    CVT-510 is designed to selectively stimulate the adenosine A(1) receptor.
Stimulation of the adenosine A(1) receptor in the AV node slows the speed of
electrical conduction across the AV node. Data from slowing of AV nodal
conduction, in turn, reduces the number of electrical impulses that reach the
ventricle. Stimulation of the A(2) receptor may lower blood pressure. Since
CVT-510 may selectively stimulate the adenosine A(1) receptor without
significantly stimulating the adenosine A(2) receptor, it may be possible to
intervene immediately in the arrhythmia process without the unwanted effect of
lowering blood pressure. CVT-510 may offer cardiac patients and clinicians
alternatives to current therapies available today that are either relatively
slow to act or reduce blood pressure.

    CVT-510 CLINICAL TRIAL STATUS

    We are currently studying CVT-510 in a Phase I, open-label, dose-escalation
safety trial, designed to measure the response to CVT-510 of electrical
conduction through the AV node. Data from this trial has already met our
previously established primary objective of identifying apparently well
tolerated doses of CVT-510 which also appear to slow AV nodal conduction. We
believe these data support moving CVT-510 into Phase II clinical trials.

CVT-124

    CVT-124, our third product currently in clinical trials, is a potential
treatment for CHF. Patients with CHF have limited heart pumping function, and
the corresponding reduction in blood flow impairs the kidneys' ability to clear
fluid wastes from the body. Current therapies tend to negatively impact other
activities of the kidneys. Preclinical studies and clinical trials indicate that
CVT-124 may increase the kidneys' ability to clear fluid wastes without
decreasing other functions of the kidneys. Thus, we believe that CVT-124 has the
potential to be a new therapy for treatment of CHF.

    We licensed our rights to CVT-124 to Biogen in March 1997. As a result of
the agreements we signed, Biogen has an exclusive worldwide license to develop,
manufacture and commercialize CVT-124.

                                       34
<PAGE>
As of June 1999, we have received $20.5 million in payments from Biogen in
connection with CVT-124. As long as Biogen retains its license for CVT-124,
Biogen is responsible for funding all development and commercialization expenses
related to CVT-124. Moreover, we may receive additional milestone payments upon
clinical progress and royalties from sales.

    POTENTIAL INDICATION--CONGESTIVE HEART FAILURE

    CHF occurs when the heart muscle is weakened by disease so it cannot
adequately pump blood throughout the body. As a result of this pump failure,
fluid accumulates throughout the body, including in the lungs. This results in
shortness of breath. Fluid also accumulates in the body because of adaptations
by the kidneys during CHF.

    Approximately 4.9 million people in the United States in 1998 suffer from
CHF, with an estimated 400,000 new cases each year. Approximately 875,000
patients in 1995 were hospitalized in the United States with a primary diagnosis
of CHF. CHF is the leading cause of hospital admissions among patients over 65.

    CURRENT APPROACHES TO TREATING CONGESTIVE HEART FAILURE

    Current treatment of CHF consists of therapy designed to improve the pumping
function of the heart combined with the administration of diuretics to eliminate
excess sodium and water from the body by blocking reabsorption in the kidneys.
However, current diuretic therapies such as furosemide, thiazides and
spironolactone become less effective over time as the disease progresses.
Approximately one quarter of hospitalized CHF patients are resistant to current
intravenous diuretic therapies. The dosage for the most commonly prescribed
diuretics for CHF are often increased as the disease progresses, which can be
associated with toxic side effects. One side effect is potassium loss, which may
lead to an increased incidence of cardiac arrhythmias if potassium is not
monitored and replaced. A second side effect is a decline in kidney function.

    POTENTIAL TREATMENT BY CVT-124

    CVT-124 is a potent and selective adenosine A1 receptor antagonist, which
means that CVT-124 blocks the action of the adenosine A1 receptors. Since the A1
receptor plays an important role in the kidneys to cause the kidneys to retain
sodium and fluids, blocking the action of this receptor may reduce the amount of
fluid that the kidneys retain.

    CVT-124 CLINICAL TRIAL STATUS

    In Phase I and Phase II trials, CVT-124 appeared to be generally well
tolerated and produced increases in urine, sodium and chloride excretion
compared to placebo. This was observed both in healthy volunteers and in
moderately severe CHF patients. Moreover, trials to date indicate that CVT-124
may be able to treat fluid overload without an associated reduction in the
filtration function of the kidneys. Furosemide, which is currently the most
commonly used treatment for fluid overload caused by CHF, has been shown in
prior trials to be associated with a reduction in the filtration function of the
kidneys. Biogen is currently conducting a placebo-controlled Phase II trial
evaluating various doses of CVT-124 in comparison to, and in combination with,
the diuretic, furosemide.

                                       35
<PAGE>
PRECLINICAL PIPELINE

    Our research and development team is creating new product opportunities
through our expertise in molecular cardiology. We have preclinical research
programs in the areas of:

    - cardiac imaging

    - cell cycle inhibition

    - cardiac conduction

    - cardiac metabolism

    - cholesterol transport.

    CARDIAC IMAGING PROGRAM

    The goal of our cardiac imaging program is to develop new drug candidates
that are useful in cardiac imaging studies. Cardiac imaging studies play an
integral part in the detection and characterization of coronary artery disease.
Images are obtained at rest and under stress conditions, which are created
either by exercise or by the application of a pharmacological agent.

    Based on our understanding of adenosine receptor pharamacology, we expect
that a selective, short-acting adenosine A(2A) receptor agonist may be an ideal
coronary stressing agent for use in cardiac imaging studies. We are developing
CVT-3146 as a short-acting selective adenosine A(2A) receptor agonist.
Preclinical studies have shown that CVT-3146 stimulates the adenosine A(2A)
receptor without lowering blood pressure.

    CELL CYCLE INHIBITION PROGRAM

    The goal of our cell cycle inhibition program is to develop new therapeutics
that suppress abnormal cellular proliferation. Excessive proliferation of
cardiovascular connective tissue cells or vascular smooth muscle cells cause the
scarring and loss of function that is characteristic of chronic diseases of the
heart, blood vessels and kidneys. As part of our drug discovery strategy, we
have focused upon newly-discovered enzymes, called cell cycle enzymes, that
regulate cellular proliferation.

    CVT-2584 is a new compound that selectively inhibits CDK2, a critical cell
cycle enzyme which participates in the control of the cell cycle. CDK2 has a
three dimensional structure that was first determined by our academic
collaborators. It is central to cellular proliferation, and we selected it as
our first target in the cell cycle inhibition program. Animal studies have shown
substantial reduction of blockages after vascular injury.

    CARDIAC CONDUCTION PROGRAM

    The goal of our cardiac conduction program is to develop new therapeutics to
manage the electrical conduction system in the heart. Electrical impulses within
the heart muscle play a key role in causing the heart muscle to sequentially
expand and then contract, which is required for the heart to pump blood
throughout the body in a controlled rhythm. Failure of this electrical system to
function properly will result in a poorly pumping heart, such as in atrial
arrhythmias.

    We are developing CVT-2501 for potential treatment of chronic atrial
arrhythmias. Similar to CVT-510, which is targeting the acute atrial arrhythmia
market, CVT-2501 is a selective adenosine A(1) agonist; however CVT-2501 is
targeting the chronic atrial arrhythmia market. We have conducted preclinical
studies indicating that CVT-2501, when given orally, slowed electrical impulses
in the conduction tissue of the heart by stimulating the adenosine A(1)
receptor.

                                       36
<PAGE>
    CARDIAC METABOLISM PROGRAM

    The goals of our cardiac metabolism program are to further characterize the
therapeutic potential of ranolazine in the treatment of indications other than
angina, and to discover new, proprietary second generation ranolazine products.
Ranolazine's mechanism of action, pFOX inhibition, provides an opportunity for
us to examine its possible role in cardio-protection and its ability to increase
the mechanical performance of the heart.

    CVT-2511 is one of several compounds that may be more potent than ranolazine
in its inhibition of fatty acid oxidation. We are evaluating a series of
compounds, including CVT-2511, for their pharmacological and pharmaceutical
properties.

    CHOLESTEROL TRANSPORT PROGRAM

    The goal of our cholesterol transport program is to study the ways in which
excess cholesterol is removed from the walls of blood vessels, in an effort to
prevent or reverse the buildup of arterial plaques that cause heart attacks.
Roughly half of heart attacks occur in patients with low levels of high density
lipoproteins, known as the "good" form of cholesterol, or HDL. Patients with the
genetic disorder called Tangier disease have virtually no HDL in their blood,
and are at a greatly increased risk for developing cardiovascular disease. CVT
scientists have recently used a new strategy combining gene expression
microarrays, from our partner Incyte, and biochemical techniques to identify the
gene that is defective in patients with Tangier disease. Having identified the
gene that is responsible for the genetic disorder in Tangier disease patients,
we are now targeting this gene as part of a drug discovery program to identify
means to increase HDL.

COLLABORATIONS AND LICENSES

    We have established, and intend to establish, strategic partnerships to
expedite development and commercialization of our drug candidates. For those
programs with potential application outside of cardiovascular disease, we intend
to identify additional corporate partners. In addition, we have licensed
chemical compounds from academic collaborators and other companies. Our
collaborations and licenses currently in effect include:

    INNOVEX

    In May 1999, we entered into a sales and marketing services agreement with
Innovex. Under this agreement, if ranolazine is approved for sale in the United
States by the FDA, Innovex will fund product launch and the first five years of
sales and marketing expenses. We will receive 100% of the revenues from sales of
ranolazine, and we will pay Innovex a share of those revenues.


    The agreement calls for Innovex to conduct pre-launch activities, hire and
train a dedicated cardiology sales force to launch and promote ranolazine, and
provide post-launch marketing and sales services. To fund pre-launch activities,
Quintiles will provide us with a $10 million credit facility at the time we file
with the FDA for approval. We are required to spend a minimum of $10 million on
ranolazine pre-launch marketing activities so long as Quintiles provides
advances under the credit facility. Upon FDA approval, Quintiles will make a $10
million milestone payment to us, which we are obligated to use to repay any
amounts outstanding under the credit facility. Should we file for approval and
draw down the credit facility, but never receive FDA approval, we are obligated
to repay the loan within 10 years of the date we received the loan.


    Innovex has agreed to provide services for at least three years after launch
and to provide services in years four and five after launch if minimum sales
levels are met. The agreement also specifies the minimum number of sales
representatives and the minimum level of dollars to be spent on marketing by
Innovex during the first two years of the contract, regardless of sales levels.
The minimum size of

                                       37
<PAGE>
the sales force and the marketing expenses in year three or any subsequent year
must be maintained by Innovex as long as minimum sales levels are met.

    In exchange for providing these sales and marketing services, Innovex will
receive up to an average of 33% of revenues in the first two years of sales,
declining to 30% for the third year and declining again to 25% in years four and
five. Further, in exchange for giving us the option to retain this trained sales
force at the end of the contract, Innovex will receive a royalty on sales in the
sixth and seventh years after launch.

    In connection with the agreement, Quintiles purchased 1,043,705 shares of
our common stock for a total purchase price of $5.0 million.

    BIOGEN

    In March 1997, we entered into two research collaboration and license
agreements with Biogen. The agreements grant Biogen the exclusive worldwide
right to develop and commercialize CVT-124 for all indications. In exchange, we
received a $16.0 million upfront payment consisting of cash, an equity
investment and funding under a loan facility. In addition, Biogen agreed to make
significant milestone payments, equity investments and provide a general purpose
loan facility, all of which are subject to achievement of clinical development
and commercialization milestones. In December 1998, Biogen released an
additional $4.5 million under the loan facility. Biogen will also pay royalties
on any future product sales. Biogen has control and responsibility for
conducting, funding and pursuing all aspects of the development, submissions for
regulatory approvals, manufacture and commercialization of CVT-124.

    In connection with the agreements, Biogen purchased 669,857 shares of common
stock for a total purchase price of $7.0 million. In addition, we received
advance funding of a milestone payment.

    Biogen may terminate the agreements for any reason upon 60 days written
notice. If Biogen terminates the agreements, all rights to the technology will
revert to us, and we will pay Biogen a small royalty on future sales of CVT-124,
if any.

    INCYTE


    In July 1998, we entered into a joint research collaboration agreement with
Incyte to develop a prototype gene expression database in the area of
cardiovascular biology. We will contribute our molecular cardiology expertise
and Incyte will contribute its genomics capabilities. Incyte will own the data
produced, and we will receive a perpetual, non-exclusive license to use the data
in our drug development efforts. Each party will bear its own costs of the
research.


    SYNTEX

    In March 1996, we entered into a license agreement with Syntex to obtain
United States and foreign patent rights to ranolazine for the treatment of
angina and other cardiovascular indications. Pursuant to the agreement, Syntex
provided quantities of the compound to us. The license agreement is exclusive
and worldwide except for the following countries which Syntex licensed
exclusively to Kissei Pharmaceuticals, Ltd. of Japan: Japan, Korea, China,
Taiwan, Hong Kong, the Philippines, Indonesia, Singapore, Thailand, Malaysia,
Vietnam, Myanmar, Laos, Cambodia and Brunei.


    Under the license agreement, we paid an initial license fee. In addition, we
are obligated to make payments upon product approvals in the first two major
markets, or under some circumstances prior to the first of such approvals, but
in no event prior to December 1, 2000. In addition, we will make royalty
payments based on net sales of products that utilize the licensed technology. We
are required to use commercially reasonable efforts to develop and commercialize
the product for angina. We paid $1.5 million to Syntex in 1997 in a combination
of cash and common stock.


                                       38
<PAGE>
    UNIVERSITY OF FLORIDA RESEARCH FOUNDATION

    In June 1994, we entered into a license agreement with the University of
Florida Research Foundation, Inc. under which we received exclusive worldwide
rights to develop adenosine A1 receptor antagonists for the detection,
prevention and treatment of human and animal diseases. In consideration for the
license, we paid an initial license fee and are obligated to pay royalties based
on net sales of products that utilize the licensed technology. CVT-124 uses this
technology. Under the agreement, we must exercise commercially reasonable
efforts to develop and commercialize one or more products covered by the
licensed technology.

MARKETING AND SALES

    Except for our sales and marketing services agreement with Innovex, we
currently have no sales or distribution capabilities, and have only very limited
marketing capabilities. We may promote our products in collaboration with
marketing partners or rely on relationships with one or more companies with
established distribution systems and direct sales forces. For example, Innovex
will provide sales and marketing for ranolazine in the United States and Biogen
is responsible for establishing marketing and sales activities for CVT-124. For
our other products, and for ranolazine at the end of the term of our agreement
with Innovex, we may elect to establish our own specialized sales force and
marketing organization to market our products to cardiologists.

MANUFACTURING

    We do not currently operate manufacturing facilities for clinical or
commercial production of our proposed products. We have no experience in
manufacturing, and currently lack the resources and capability to manufacture
any of our proposed products on a clinical or commercial scale. Accordingly, we
are, and will continue to be, dependent on corporate partners, licensees or
other third parties for clinical and commercial scale manufacturing. We are
negotiating with third party manufacturers for production of ranolazine to
support the remainder of the Phase III clinical program, product approval and
commercialization.

    We do have experience in the transfer of synthetic technology from discovery
to scale-up manufacturing facilities, having successfully executed technology
transfer for the manufacture of clinical supplies of one orally administered
agent and one intravenously administered agent. In addition, prior to approval
of an NDA for ranolazine, we will be required to demonstrate to the FDA's
satisfaction the equivalence of the multiple sources of supply used in our
clinical trials and their equivalence to the product to be commercially
supplied.

PATENTS AND PROPRIETARY TECHNOLOGY

    Patents and other proprietary rights are important to our business. Our
policy is to file patent applications and to protect technology, inventions and
improvements to inventions that are commercially important to the development of
our business. The evaluation of the patentability of United States and foreign
patent applications can take several years to complete and can entail
considerable expense.

    We own several issued United States patents and pending United States and
foreign patent applications relating to our technology, including patents
related to our clinical programs, ranolazine and CVT-510. One of the primary
patents relating to ranolazine will expire in May 2003 unless we are granted an
extension based upon the Waxman-Hatch Act, which we anticipate would extend the
patent protection for an additional five years.

    In addition, we have acquired, and in turn have granted to Biogen, an
exclusive license to two United States issued patents, one United States pending
application and corresponding foreign applications related to CVT-124. We also
have acquired a license, which is exclusive in specified territories, to four
United States issued patents, and corresponding foreign patents and patent
applications related to ranolazine.

                                       39
<PAGE>
GOVERNMENT REGULATION

    FDA REQUIREMENTS FOR DRUG COMPOUNDS. The research, testing, manufacture and
marketing of drug products are extensively regulated by numerous governmental
authorities in the United States and other countries. In the United States,
drugs are subject to rigorous regulation by the FDA. The Federal Food, Drug and
Cosmetic Act, and other federal and state statutes and regulations, govern,
among other things, the research, development, testing, manufacture, storage,
recordkeeping, labeling, promotion and marketing and distribution of
pharmaceutical products. Failure to comply with applicable regulatory
requirements may subject a company to administrative or judicially imposed
sanctions such as:

    - warning letters

    - civil penalties

    - criminal prosecution

    - injunctions

    - product seizure

    - product recalls

    - total or partial suspension of production

    - FDA refusal to approve pending NDA applications or NDA supplements to
      approved applications.

    The steps ordinarily required before a new pharmaceutical product may be
marketed in the United States include:

    - preclinical laboratory tests, animal tests and formulation studies

    - the submission to the FDA of an IND, which must become effective before
      clinical testing may commence

    - adequate and well-controlled clinical trials to establish the safety and
      effectiveness of the drug for each indication

    - the submission of an NDA to the FDA

    - FDA review and approval of the NDA prior to any commercial sale or
      shipment of the drug.

    Preclinical tests include laboratory evaluation of product chemistry and
formulation, as well as animal trials to assess the potential safety and
efficacy of the product. Preclinical tests must be conducted in compliance with
Good Laboratory Practice regulations and compounds for clinical use must be
formulated according to cGMP requirements. The results of preclinical testing
are submitted to the FDA as part of an IND.

    A 30-day waiting period after the filing of each IND is required prior to
the commencement of clinical testing in humans. If the FDA has not commented on
or questioned the IND within this 30-day period, clinical trials may begin. If
the FDA has comments or questions, the questions must be answered to the
satisfaction of the FDA before initial clinical testing can begin. In addition,
the FDA may, at any time, impose a clinical hold on ongoing clinical trials. If
the FDA imposes a clinical hold, clinical trials cannot commence or recommence
without FDA authorization and then only under terms authorized by the FDA. In
some instances, the IND application process can result in substantial delay and
expense.

    Clinical trials involve the administration of the investigational new drug
to healthy volunteers or patients under the supervision of a qualified principal
investigator. Clinical trials are conducted in

                                       40
<PAGE>
accordance with Good Clinical Practice, under protocols detailing the objectives
of the trial, the parameters to be used in monitoring safety and the
effectiveness criteria to be evaluated. Each protocol must be submitted to the
FDA as part of the IND. The study protocol and informed consent information for
patients in clinical trials must also be approved by the institutional review
board at each institution where the trials will be conducted.

    Clinical trials to support NDAs are typically conducted in three sequential
phases, but the phases may overlap. In Phase I, the initial introduction of the
drug into healthy human subjects or patients, the drug is tested to assess
metabolism, pharmacokinetics and pharmacological actions and safety, including
side effects associated with increasing doses. Phase II usually involves trials
in a limited patient population to:

    - determine dosage tolerance and optimal dosage

    - identify possible adverse effects and safety risks

    - preliminarily support the efficacy of the drug in specific, targeted
      indications.

    If a compound is found to be effective and to have an acceptable safety
profile in Phase II evaluations, Phase III trials are undertaken to further
evaluate clinical efficacy and to further test for safety within an expanded
patient population at geographically dispersed clinical trial sites. There can
be no assurance that Phase I, Phase II or Phase III testing of our product
candidates will be completed successfully within any specified time period, if
at all.

    After completion of the required clinical testing, generally an NDA is
prepared and submitted to the FDA. FDA approval of the NDA is required before
marketing may begin in the United States. The NDA must include the results of
extensive clinical and other testing and the compilation of data relating to the
product's chemistry, pharmacology and manufacture. The cost of the NDA is
substantial.


    The FDA has 60 days from its receipt of the NDA to determine whether the
application will be accepted for filing based on the agency's threshold
determination that the NDA is sufficiently complete to permit substantive
review. Once the submission is accepted for filing, the FDA begins an in-depth
review of the NDA. Under the FDC Act, the FDA has 180 days in which to review
the NDA and respond to the applicant. The review process is often significantly
extended by FDA requests for additional information or clarification regarding
information already provided in the submission. The FDA typically will refer the
application to the appropriate advisory committee, typically a panel of
clinicians, for review, evaluation and a recommendation as to whether the
application should be approved. The FDA is not bound by the recommendation of an
advisory committee.


    If FDA evaluations of the NDA and the manufacturing facilities are
favorable, the FDA may issue an approval letter, or, in some cases, an
approvable letter followed by an approval letter. Both letters usually contain a
number of conditions that must be met in order to secure final approval of the
NDA. When and if those conditions have been met to the FDA's satisfaction, the
FDA will issue an approval letter. The approval letter authorizes commercial
marketing of the drug for specific indications. As a condition of NDA approval,
the FDA may require postmarketing testing and surveillance to monitor the drug's
safety or efficacy, or impose other conditions.

    If the FDA's evaluation of the NDA submission or manufacturing facilities is
not favorable, the FDA may refuse to approve the NDA or issue a not approvable
letter. The not approvable letter outlines the deficiencies in the submission
and often requires additional testing or information. Notwithstanding the
submission of any requested additional data or information in response to an
approvable or not approvable letter, the FDA ultimately may decide that the
application does not satisfy the regulatory criteria for approval. Once granted,
product approvals may be withdrawn if compliance with regulatory standards is
not maintained or problems occur following initial marketing.

                                       41
<PAGE>
    MANUFACTURING.  Each domestic drug manufacturing facility must be registered
with FDA. Domestic drug manufacturing establishments are subject to periodic
inspection by the FDA and must comply with cGMP. Further, we or our third party
manufacturer must pass a preapproval inspection of its manufacturing facilities
by the FDA before obtaining marketing approval of any products. To supply
products for use in the United States, foreign manufacturing establishments must
comply with cGMP and are subject to periodic inspection by the FDA or
corresponding regulatory agencies in countries under reciprocal agreements with
the FDA. Drug product manufacturing establishments located in California must be
licensed by the State of California in compliance with local regulatory
requirements, and other states may have comparable regulations. We use and will
continue to use third party manufacturers to produce our products in clinical
and commercial quantities. There can be no guarantee that future FDA inspections
will proceed without any compliance issues requiring the expenditure of money or
other resources.

    FOREIGN REGULATION OF DRUG COMPOUNDS.  Whether or not FDA approval has been
obtained, approval of a product by comparable regulatory authorities may be
necessary in foreign countries prior to the commencement of marketing of the
product in those countries. The approval procedure varies among countries and
can involve additional testing. The time required may differ from that required
for FDA approval. Although there are some procedures for unified filings for
some European countries with the sponsorship of the country which first granted
marketing approval, in general each country has its own procedures and
requirements, many of which are time consuming and expensive. Thus, there can be
substantial delays in obtaining required approvals from foreign regulatory
authorities after the relevant applications are filed.

    In Europe, marketing authorizations may be submitted at a centralized, a
decentralized or a national level. The centralized procedure is mandatory for
the approval of biotechnology products and provides for the grant of a single
marketing authorization which is valid in all European Union member states. As
of January 1995, a mutual recognition procedure is available at the request of
the applicant for all medicinal products which are not subject to the
centralized procedure. We will choose the appropriate route of European
regulatory filing to accomplish the most rapid regulatory approvals. There can
be no assurance that the chosen regulatory strategy will secure regulatory
approvals on a timely basis or at all.

    HAZARDOUS MATERIALS.  Our research and development processes involve the
controlled use of hazardous materials, chemicals and radioactive materials and
produce waste products. We are subject to federal, state and local laws and
regulations governing the use, manufacture, storage, handling and disposal of
hazardous materials and waste products. Although we believe that our safety
procedures for handling and disposing of hazardous materials comply with the
standards prescribed by laws and regulations, the risk of accidental
contamination or injury from these materials cannot be eliminated completely. In
the event of an accident, we could be held liable for any damages that result.
This liability could exceed our resources. Although we believe that we are in
compliance in all material respects with applicable environmental laws and
regulations, there can be no assurance that we will not be required to incur
significant costs to comply with environmental laws and regulations in the
future. There can also be no assurance that our operations, business or assets
will not be materially adversely affected by current or future environmental
laws or regulations.

COMPETITION

    The pharmaceutical and biopharmaceutical industries are subject to intense
competition and rapid and significant technological change. If regulatory
approvals are received, ranolazine may compete with several classes of existing
drugs for the treatment of angina, some of which are available in generic form,
including calcium channel blockers, beta blockers and nitrates. There are also
surgical treatments such as coronary artery bypass grafting and percutaneous
transluminal coronary angioplasty. However, for those patients who do not
respond adequately to existing therapies and remain symptomatic despite

                                       42
<PAGE>
maximal treatment with existing anti-anginal drugs and who are not candidates
for these surgical procedures, there is no currently effective treatment. In
refractory patients who are candidates for these surgical procedures, there is
no effective pharmacologic treatment available. We are aware of companies which
are developing products that may compete with our other drug candidates. For
example, Kyowa Hakko Co., Ltd., Fujisawa Pharmaceutical, Japan and Discovery
Therapeutics, Inc., are each developing adenosine A(1) receptor antagonists
which could compete with CVT-124. In addition, Novartis AG, GlaxoWellcome PLC,
Discovery Therapeutics and Medco Research, Inc. have adenosine A(1) receptor
agonists under development which could compete with CVT-510.

    We believe that the principal competitive factors in the markets for
ranolazine, CVT-124 and CVT-510 will include:

    - the length of time to receive regulatory approval

    - product performance

    - product price

    - product supply

    - marketing and sales capability

    - enforceability of patent and other proprietary rights.

    We believe that we and our collaborative partners are or will be competitive
with respect to these factors. Nonetheless, because our products are still under
development, our relative competitive position in the future is difficult to
predict.

EMPLOYEES

    As of June 30, 1999, we employed 73 individuals full-time, including 21 who
hold doctoral degrees. Of our full-time work force, 57 employees are engaged in
or directly support research and development activities and 16 are engaged in
business development, finance and administrative activities. Our employees are
not represented by a collective bargaining agreement. We believe that our
relations with our employees are good.

PROPERTIES

    We currently lease a 61,081 square foot building in Palo Alto, California,
of which 29,323 square feet are subleased to a third party. The initial term of
the lease expires in February 2002 with an option to renew for five years, and
the subleases are on a month-to-month basis. We believe that this facility will
be adequate to meet our needs for the foreseeable future.

                                       43
<PAGE>
                                   MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES


    The names of our executive officers, directors and key employees as of
September 30, 1999 and their ages are as follows:



<TABLE>
<CAPTION>
NAME                                                  AGE                              POSITION
- ------------------------------------------------      ---      ---------------------------------------------------------
<S>                                               <C>          <C>
Louis G. Lange, M.D., Ph.D......................      51       Chairman of the Board and Chief Executive Officer

Daniel K. Spiegelman............................      41       Vice President, Chief Financial Officer

Brent K. Blackburn, Ph.D........................      39       Vice President, Developmental Research

Richard M. Lawn, Ph.D...........................      52       Vice President, Discovery Research

David C. McCaleb................................      46       Vice President, Marketing

Andrew A. Wolff, M.D............................      44       Vice President, Clinical Research and Development

Cynthia L. Clark, Esq...........................      37       General Counsel

Thomas L. Gutshall(2)...........................      61       Director

David P. Holveck(1).............................      54       Director

Barbara J. McNeil, M.D., Ph.D.(2)...............      58       Director

J. Leighton Read, M.D.(1).......................      48       Director

Costa G. Sevastopoulos, Ph.D.(1)................      56       Director

Isaac Stein(2)..................................      52       Director
</TABLE>


(1) Member of the Compensation Committee

(2) Member of the Audit Committee

    LOUIS G. LANGE, M.D., PH.D., was our founder and has served as our Chairman
of the Board and Chief Executive Officer since August 1992. Dr. Lange has served
as a trustee on the University of Rochester Board of Trustees since May 1997, a
member of the governing body of BIO's Emerging Company Section since February
1999 and a member of the Board of Directors of Cardiac Pathways Corporation from
February 1998 to May 1999. From July 1980 to August 1992, Dr. Lange served on
the faculty of Washington University School of Medicine, including as Chief of
Cardiology at Jewish Hospital in St. Louis, Missouri from May 1985 to August
1992, and as a full Professor of Medicine from July 1990 until August 1992. Dr.
Lange is internationally recognized as an expert in the field of molecular
mechanisms of cardiovascular disease. He holds an M.D. from Harvard Medical
School and a Ph.D. in biochemistry from Harvard University.

    DANIEL K. SPIEGELMAN has served as our Vice President, Chief Financial
Officer since January 1998. From July 1991 to January 1998, Mr. Spiegelman was
employed by Genentech, Inc., a biotechnology company, holding the position of
treasurer from December 1996 to January 1998, assistant treasurer from July 1992
to December 1996, and treasury manager from July 1991 to July 1992. From
September 1985 to June 1991, Mr. Spiegelman served as Chief Financial Officer of
COMAC Services, a national marketing services company. Mr. Spiegelman holds a
B.A. in economics from Stanford University and an M.B.A. from Stanford Graduate
School of Business.

    BRENT K. BLACKBURN, PH.D., has served as our Vice President, Developmental
Research since October 1997. From September 1989 until September 1997, Dr.
Blackburn served in the Research Department at Genentech, Inc. From September
1993 to September 1997, Dr. Blackburn also served as the project team leader for
the GPII(b)III(a) antagonist project, a cardiovascular product, in the
Development Department at Genentech, Inc. Dr. Blackburn holds a Ph.D. from the
University of Texas in Austin and a B.S. from Texas Christian University.

                                       44
<PAGE>
    RICHARD M. LAWN, PH.D., has served as our Vice President, Discovery Research
since October 1997. From August 1992 until October 1997, he served on a
part-time basis as our Vice President, Molecular Cardiology. Since October 1990,
Dr. Lawn has also served as a Professor of Medicine at Stanford University
School of Medicine. From January 1980 until October 1990, Dr. Lawn served as a
senior scientist and later as a staff scientist at Genentech, Inc. Dr. Lawn has
been a pioneer in the cloning of genes involved in coagulation and heart
disease, including globin genes and genes for anti-hemophilia factor VIII. He
was a post-doctoral fellow at the California Institute of Technology and
received a Ph.D. in molecular, cellular and developmental biology from the
University of Colorado and a B.A. in astronomy from Harvard College.


    DAVID C. MCCALEB was appointed Vice President, Marketing in October 1999. He
has served as our senior marketing advisor since 1997. In 1994, Mr. McCaleb
founded McCaleb Associates, a private biotechnology consulting firm, and has
served as its President since that time. In this capacity, in addition to
consulting for us, he served as senior marketing advisor to a number of other
leading biotechnology companies, including Coulter Pharmaceutical, Inc., Gilead
Sciences, Inc. and Cephalon, Inc. From April 1988 until February 1994, Mr.
McCaleb held several marketing positions at Amgen, Inc., a biotechnology
company. From October 1986 until March 1988, Mr. McCaleb was marketing manager
for respiratory pharmaceuticals at Forest Laboratories. Mr. McCaleb held various
sales and marketing positions in the cardiology field at Merck & Co. from August
1981 until September 1986. Mr. McCaleb holds a bachelor's degree and an M.B.A.
from Arizona State University and an M.S. in biology from Marquette University.


    ANDREW A. WOLFF, M.D., has served as our Vice President of Clinical Research
and Development since September 1996. From September 1994 to September 1996, Dr.
Wolff served as our Vice President of Clinical Research. From June 1993 until
September 1994, Dr. Wolff served as the Executive Director of Medical Research
and New Molecules Clinical Programs Leader for Syntex Corporation, a
pharmaceutical and healthcare company. From July 1990 until June 1993, Dr. Wolff
served as the Director, Department for Cardiovascular Therapy for Syntex
Corporation. In addition, from August 1992 to February 1993, he served as the
acting Associate Director for Europe for the Institute for Cardiovascular and
Central Nervous System Clinical Research, Maidenhead, England. Since June 1988,
Dr. Wolff has also served as an Assistant Clinical Professor of Medicine in the
Cardiology Division of the University of California, San Francisco. He holds an
M.D. from the Washington University Medical School.

    CYNTHIA L. CLARK, ESQ., has served as our General Counsel since October
1997. From December 1995 to September 1997, Ms. Clark served as a consultant to
start-up biotechnology companies and other technology companies, including
serving as President for Bell Atlantic Internet Solutions--North, Inc., an
Internet service provider, from June 1997 to April 1998. From August 1994 to
December 1995, Ms. Clark served as General Counsel to Univax Biologics, Inc., a
biotechnology company. From June 1992 to March 1994, Ms. Clark served as Senior
Corporate Counsel for Comprehensive Technologies International, Inc., a
government contracts and technology company. Ms. Clark earned a B.A. in
mathematics and government from Wesleyan University and a J.D. from Washington
College of Law, American University.

    THOMAS L. GUTSHALL has served as our director since December 1994. Since
August 1996, Mr. Gutshall has served as the Chief Executive Officer of Cepheid
Corporation, a diagnostics company. From January 1995 to September 1996, he
served as our President and Chief Operating Officer. From June 1989 until
December 1994, Mr. Gutshall served as an Executive Vice President at Syntex
Corporation, a pharmaceutical and healthcare company. Mr. Gutshall earned a B.S.
in chemical engineering from the University of Delaware and completed the
Executive Marketing Management Program at Harvard Business School.

                                       45
<PAGE>
    DAVID P. HOLVECK has served as our director since November 1997. Mr. Holveck
has served as the President and Chief Executive Officer of Centocor, Inc., a
biotechnology company, since November 1992 and has worked with Centocor, Inc.
since 1983. He has also served as a member of Centocor, Inc.'s board of
directors since 1994. Mr. Holveck holds a B.S. in education/science from West
Chester University.

    BARBARA J. MCNEIL, M.D., PH.D., has served as our director since December
1994. Since 1990, Dr. McNeil has served as the Ridley Watts Professor of Health
Care Policy at Harvard Medical School. In addition, since July 1988, she has
served as the Chair of the Department of Health Care Policy at Harvard Medical
School. Since 1983, she has been a professor of radiology at both Harvard
Medical School and Brigham and Women's Hospital in Boston. Dr. McNeil holds an
M.D. from Harvard Medical School and a Ph.D. in biological chemistry from
Harvard University.

    J. LEIGHTON READ, M.D., has served as our director since September 1992. Dr.
Read founded Aviron, a biopharmaceutical company, and has served as its Chairman
and Chief Executive Officer since April 1992. From July 1991 to July 1993, Dr.
Read was a principal with Interhealth Limited, an investment partnership. From
January 1989 to July 1991, Dr. Read served as a managing director of Affymax
N.V., a biopharmaceutical company, which he co-founded in 1989. Dr. Read
currently serves as a director of Axys Pharmaceuticals, Inc. Dr. Read holds a
B.S. in biology and psychology from Rice University and an M.D. from the
University of Texas Health Science Center at San Antonio.

    COSTA G. SEVASTOPOULOS, PH.D., has served as our director since October
1992. Since May 1994, Dr. Sevastopoulos has been an independent consultant and a
limited partner of Delphi Ventures I and II, both venture capital partnerships.
From April 1988 to April 1994, he served as a general partner of Delphi
BioVentures, a venture capital partnership, which he co-founded. Dr.
Sevastopoulos currently serves as Chairman of the Board of Directors of Ixsys,
Inc. and Idun Pharmaceuticals, Inc. both privately held biopharmaceutical
companies. He holds a B.S. in physics from the University of Athens, Greece, an
M.S. in electrical engineering from the California Institute of Technology, an
M.B.A. from the European Institute of Business Administration in Fontainebleau,
France, and a Ph.D. in molecular biology from the University of California at
Berkeley.

    ISAAC STEIN has served as our director since March 1995. Since its
inception, Mr. Stein has served as the President of Waverly Associates, Inc., a
private investment firm, which he founded in 1983. In addition, Mr. Stein
currently serves as Chairman of Stanford Health Services and is a director of
Stanford University Hospital and a Trustee of Stanford University. From February
1993 to February 1994, Mr. Stein served as a special assistant to the President
of Stanford University. From July 1990 to December 1992, he served as Chairman
of Esprit de Corp., an apparel company, and from March 1991 to February 1992, he
served as its acting President and Chief Executive Officer. Mr. Stein currently
serves as a director of ALZA Corporation, The Benham Group and Raychem
Corporation. Mr. Stein holds a B.A. in economics and mathematics from Colgate
University, an M.B.A. from Stanford Graduate School of Business and a J.D. from
Stanford Law School.

                                       46
<PAGE>
                             PRINCIPAL STOCKHOLDERS


    Information with respect to beneficial ownership provided in the following
table is as of September 30, 1999 and is based upon information furnished by
each director and executive officer or contained in filings made with the SEC.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities.
Beneficial ownership also includes shares of stock subject to options and
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of the date of this table. Except as indicated by footnote, and
subject to community property laws where applicable, to our knowledge all
persons named in the table below have sole voting and investment power with
respect to all shares of common stock, shown as beneficially owned by them.
Percentage of beneficial ownership is based on 12,373,855 shares of common stock
outstanding as of September 30, 1999 and 16,373,855 shares of common stock
outstanding after completion of this offering.



<TABLE>
<CAPTION>
                                                                                  SHARES BENEFICIALLY OWNED
                                                                          ------------------------------------------
                                                                                       PERCENT PRIOR   PERCENT AFTER
BENEFICIAL OWNER                                                            NUMBER      TO OFFERING      OFFERING
<S>                                                                       <C>         <C>              <C>
Biotech Target S.A. ....................................................   1,969,647         15.92%          12.03%
  Swiss Bank Tower
  Panama 1
  Republic of Panama

Quintiles Transnational Corp. ..........................................   1,043,705          8.43%           6.37%
  4709 Creekstone Dr.
  Riverbirch Bldg., Suite 200
  Durham, NC 27703

Entity affiliated with Biogen, Inc. ....................................     669,857          5.41%           4.09%
  St. Paul's Gate
  New Street
  St. Helier Jersey JE48Z
  Channel Islands

FMR Corp. ..............................................................     662,000          5.35%           4.04%
  82 Devonshire Street
  Boston, MA 02109

Louis G. Lange, M.D., Ph.D.(1)..........................................     327,731          2.61%           1.98%

Daniel K. Spiegelman(2).................................................      36,601         *               *

Andrew A. Wolff, M.D.(3)................................................      73,486         *               *

David C. McCaleb(4).....................................................      36,435         *               *

Cynthia L. Clark(5).....................................................      17,500         *               *

Thomas L. Gutshall(6)...................................................      72,053         *               *

Isaac Stein(7)..........................................................      58,499         *               *

David P. Holveck(8).....................................................      27,500         *               *

Costa G. Sevastopoulos, Ph.D.(9)........................................      43,170         *               *

J. Leighton Read, M.D.(10)..............................................      40,721         *               *

Barbara J. McNeil, M.D., Ph.D.(11)......................................      35,999         *               *

All directors and executive officers as a group (11 persons)(12)........     769,695          5.95%           4.54%
</TABLE>


- ------------------------

  *  Represents beneficial ownership of less than 1%.

                                       47
<PAGE>

 (1) Includes 187,282 shares issuable upon the exercise of options exercisable
     within 60 days of the date of this table. Also, includes 7,500 shares held
     in the Louis Lange Family Trust. Dr. Lange disclaims beneficial ownership
     of the shares held in the Louis Lange Family Trust, except to the extent of
     his pecuniary interests therein.



 (2) Includes 29,916 shares issuable upon the exercise of options exercisable
     within 60 days of the date of this table.



 (3) Includes 72,233 shares issuable upon the exercise of options exercisable
     within 60 days of the date of this table.



 (4) Represents 36,435 shares issuable upon the exercise of options exercisable
     within 60 days of the date of this table.



 (5) Represents 17,500 shares issuable upon the exercise of options exercisable
     within 60 days of the date of this table.



 (6) Includes 44,714 shares issuable upon the exercise of options, 7,500 shares
     of which would be subject to repurchase by CVT as of October 14, 1999, if
     issued. Also includes 26,125 shares held in the Gutshall Family Trust and
     500 shares issuable upon the exercise of an outstanding warrant held in the
     Gutshall Family Trust exercisable within 60 days of the date of this table.



 (7) Includes 43,500 shares issuable upon the exercise of options, 7,500 shares
     of which would be subject to repurchase by CVT as of October 14, 1999, if
     issued. Also, includes 4,375 shares held in the Stein 1995 Revocable Trust
     and 625 shares issuable upon the exercise of an outstanding warrant held in
     the Stein 1995 Revocable Trust exercisable within 60 days of the date of
     this table.



 (8) Includes 27,500 shares issuable upon the exercise of options, 12,500 shares
     of which would be subject to repurchase by CVT within 60 days of the date
     of this table, if issued.



 (9) Includes 42,527 shares issuable upon the exercise of options, 7,500 shares
     of which would be subject to repurchase by CVT within 60 days of the date
     of this table, if issued.



 (10) Includes 33,000 shares issuable upon the exercise of options, 7,500 shares
      of which would be subject to repurchase by CVT within 60 days of the date
      of this table, if issued.



 (11) Includes 33,500 shares issuable upon the exercise of options, 7,500 shares
      of which would be subject to repurchase by CVT within 60 days of the date
      of this table, if issued.



 (12) Includes 569,232 shares issuable upon the exercise of options and warrants
      held by all directors and executive officers that are exercisable within
      60 days of the date of this table, 50,000 shares of which would be subject
      to repurchase by CVT within 60 days of the date of this table, if issued.
      See footnotes (1)-(11).


                                       48
<PAGE>
                                  UNDERWRITING

    Subject to the terms and conditions contained in an underwriting agreement
dated       , 1999, the underwriters named below, who are represented by
Donaldson, Lufkin & Jenrette Securities Corporation, BancBoston Robertson
Stephens Inc., J.P. Morgan Securities Inc. and SG Cowen Securities Corporation
are acting as representatives, have severally agreed to purchase from us the
respective numbers of shares of common stock set forth opposite their names
below.

<TABLE>
<CAPTION>
UNDERWRITERS                                                                 NUMBER OF SHARES
<S>                                                                          <C>
Donaldson, Lufkin & Jenrette Securities Corporation........................
BancBoston Robertson Stephens Inc..........................................
J.P. Morgan Securities Inc.................................................
SG Cowen Securities Corporation............................................
                                                                             -----------------

    Total..................................................................        4,000,000
                                                                             -----------------
                                                                             -----------------
</TABLE>

    The underwriting agreement provides that the obligations of the several
underwriters to purchase and accept delivery of the shares of common stock
offered hereby are subject to approval by their counsel of legal matters and to
other customary conditions. The underwriters are obligated to purchase and
accept delivery of all shares of common stock offered hereby, other than those
shares covered by the over-allotment option described below, if any are
purchased.

    The underwriters propose initially to offer some of the shares of common
stock directly to the public at the public offering price set forth on the cover
page of this prospectus and some of the shares of common stock to several
dealers at that price less a concession not in excess of $    per share. The
underwriters may allow, and these dealers may reallow, a concession not in
excess of $    per share to some other dealers. After the initial offering of
the common stock, the representatives of the underwriters may change the public
offering price and such concessions.

    DLJDIRECT Inc., an affiliate of Donaldson, Lufkin & Jenrette Securities
Corporation and a member of the selling group, is facilitating the distribution
of the shares sold in this offering over the Internet. The underwriters have
agreed to allocate a limited number of shares to DLJDIRECT Inc. for sale to its
brokerage account holders.

    The following table shows the underwriting fees we will pay to underwriters
in connection with this offering. These amounts are shown assuming both no
exercise and full exercise of the underwriters' option to purchase additional
shares of our common stock.

<TABLE>
<CAPTION>
                                                                             PAID BY CVT
                                                                        ----------------------
                                                                                       FULL
                                                                        NO EXERCISE  EXERCISE
<S>                                                                     <C>          <C>
Per share.............................................................   $           $
                                                                        -----------  ---------
Total.................................................................   $           $
                                                                        -----------  ---------
</TABLE>

    We will pay the offering expenses, estimated to be $475,000.


    We granted to the underwriters an option, exercisable for 30 days after the
date of this prospectus, to purchase up to 600,000 additional shares of common
stock at the public offering price, less the underwriting discount. The
underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, made in connection with the offering. To the extent the
underwriters exercise the option, each underwriter will become obligated,
subject to conditions, to purchase a number of additional shares approximately
proportionate to that underwriter's initial purchase commitment.


                                       49
<PAGE>
    We have agreed to indemnify the underwriters against some civil liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments that the underwriters may be required to make in respect of those
liabilities.

    Each of CVT, our executive officers, directors and a stockholder has agreed
not to:

    - offer, pledge, sell, contract to sell, sell any option or contract to
      purchase, purchase any option or contract to sell, grant any option, right
      or warrant to purchase, or otherwise transfer or dispose of, directly or
      indirectly, any shares of common stock or any securities convertible into
      or exercisable or exchangeable for common stock, or

    - enter into any swap or other arrangement that transfers all or a portion
      of the economic consequences associated with the ownership of any common
      stock

in either case, without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation for a period of 90 days after the date of this
prospectus. Each of the foregoing transfer restrictions will apply regardless of
whether a covered transaction is to be settled by the delivery of common stock,
or such other securities, in cash or otherwise. In addition, during this 90 day
period, we have agreed not to file any registration statement with respect to,
and each of our executive officers and directors and several of our stockholders
have agreed not to make any demand for, or exercise any right with respect to,
the registration of any shares of common stock or any securities convertible
into or exercisable for common stock without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation. The foregoing does not
prohibit our issuance of shares pursuant to the exercise of the underwriters
over-allotment option or under our 1994 Equity Incentive Plan, 1992 Stock Option
Plan, Non-Employee Directors' Stock Option Plan or Employee Stock Purchase Plan.

    In connection with the offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the common stock.
Specifically, the underwriters may overallot the offering, creating a syndicate
short position. In addition, the underwriters may bid for, and purchase, shares
of common stock in the open market to cover syndicate shorts or to stabilize the
price of the common stock. Any of these activities may stabilize or maintain the
market price of the common stock above independent market levels. The
underwriters are not required to engage in these activities, and may end any of
these activities at any time.

    The underwriters and dealers may also engage in passive market making
transactions in the common stock in accordance with Rule 103 of Regulation M
promulgated by the Securities and Exchange Commission. In general, a passive
market maker may not bid for, or purchase, the common stock at a price that
exceeds the highest independent bid. In addition, the net daily purchases made
by any passive market maker generally may not exceed 30% of its average daily
trading volume in the common stock during a specified two month prior period, or
200 shares, whichever is greater. A passive market maker must identify passive
market making bids as such on the Nasdaq electronic inter-dealer reporting
system. Passive market making may stabilize or maintain the market price of the
common stock above independent market levels. Underwriters and dealers are not
required to engage in passive market making and may end passive market making
activities at any time.

                                 LEGAL MATTERS


    The validity of the common stock offered hereby will be passed upon for CVT
by Cooley Godward LLP, Palo Alto, California. Some legal matters in connection
with this offering will be passed upon for the underwriters by Latham & Watkins,
Menlo Park, California. As of the date of this prospectus, Cooley Godward LLP
owns a warrant to purchase 2,500 units at a price of $.50 per unit with each
unit consisting of 1 share of common stock and one warrant to purchase 1/2 share
of common stock at an exercise price of $20.00 per share. GC&H Investments, a
general partnership formed by the partners of Cooley Godward LLP for investment
purposes, owns 155 shares of our common stock and a warrant to


                                       50
<PAGE>

purchase 875 shares of our common stock at an exercise price of $20.00 per
share. Certain Cooley Godward LLP attorneys own an aggregate of 3,329 shares of
our common stock. Alan C. Mendelson, a partner at Cooley Godward LLP, is our
Secretary.


                                    EXPERTS

    The consolidated financial statements of CV Therapeutics, Inc. appearing in
CV Therapeutics, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

                                       51
<PAGE>
- ---------------------------------------------------------
- ---------------------------------------------------------

           , 1999

                             [CV THERAPEUTICS LOGO]

                        4,000,000 SHARES OF COMMON STOCK

                             ----------------------

                              P R O S P E C T U S

                             ----------------------

                          DONALDSON, LUFKIN & JENRETTE

                         BANCBOSTON ROBERTSON STEPHENS

                               J.P. MORGAN & CO.

                                    SG COWEN

                                   ----------

                                 DLJDIRECT INC.

- ---------------------------------------------------------

We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of CV
Therapeutics have not changed since the date hereof.

- --------------------------------------------------------------------------------
<PAGE>
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in connection
with the distribution of the common stock being registered. All amounts are
estimated, except the SEC Registration Fee, the NASD Filing Fee and the Nasdaq
National Market Filing Fee:

<TABLE>
<S>                                                                 <C>
SEC Registration Fee..............................................  $  20,141
NASD Filing Fee...................................................      7,745
Nasdaq National Market Filing Fee.................................     17,500
Blue Sky Fees and Expenses........................................      7,500
Accounting Fees...................................................     70,000
Legal Fees and Expenses...........................................    200,000
Printing and Engraving............................................    120,000
Miscellaneous.....................................................     32,114
                                                                    ---------
    Total.........................................................  $ 475,000
                                                                    ---------
                                                                    ---------
</TABLE>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Registrant's Restated Certificate of Incorporation provides that
directors of the registrant shall not be personally liable to the registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, to the fullest extent permitted by the General Corporation Law of the
State of Delaware. The registrant's Restated Bylaws provide for indemnification
of officers and directors to the full extent and in the manner permitted by
Delaware law. Section 145 of the Delaware General Corporation Law makes
provision for such indemnification in terms sufficiently broad to cover officers
and directors under certain circumstances for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").

    The Registrant has entered into indemnification agreements with
substantially all of its officers and directors which provide indemnification
under certain circumstances for acts and omissions which may not be covered by
any directors' and officers' liability insurance.

    The form of Underwriting Agreement, to filed as Exhibit 1.1 to the
Registration Statement, provides for indemnification of the registrant and its
controlling persons against certain liabilities under the Securities Act.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    (a) Exhibits.


<TABLE>
<C>     <S>
  1.1   Form of Underwriting Agreement.
  3.1+  Amended and Restated Certificate of Incorporation of the Registrant, as
          amended.
  3.2+  Restated Bylaws of the Registrant.
  4.1   Reference is made to Exhibits 3.1 and 3.2.
  4.2+  Rights Agreement dated as of February 2, 1999 between the Registrant and
          Norwest Bank Minnesota, N.A. as Rights Agent.(1)
  4.3+  Certificate of Designation of Series A Junior Participating Preferred
          Stock.(1)
  5.1+  Opinion of Cooley Godward LLP as to legality of the Common Stock.
 23.1   Consent of Ernst & Young LLP, Independent Auditors.
 23.2+  Consent of Cooley Godward LLP (included in Exhibit 5.1).
</TABLE>


                                      II-1
<PAGE>
<TABLE>
<C>     <S>
 24.1+  Power of Attorney.
</TABLE>

- ------------------------

(1) Incorporated by reference to the Registrant's Form 8-K dated February 2,
    1999 filed February 5, 1999.


+   Previously filed.


    (b) Financial Statement Schedules

    Consolidated Schedules are omitted because they are not applicable, or
because the information is included in the Financial Statements or the Notes
thereto which are incorporated by reference.

ITEM 17.  UNDERTAKINGS.

    A. The Registrant hereby undertakes to provide to the underwriters at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

    B.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

    C.  The Registrant hereby undertakes that:

        (1) For purposes of determining any liability under the Securities Act,
    the information omitted from the form of prospectus filed as part of this
    registration statement in reliance upon Rule 430A and contained in a form of
    prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
    497(h) under the Securities Act shall be deemed to be part of this
    registration statement as of the time it was declared effective.

        (2) For purposes of determining any liability under the Securities Act,
    each post-effective amendment that contains a form of prospectus shall be
    deemed to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.

    D. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

                                      II-2
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Palo Alto, State of California, on October 5, 1999.


                                CV THERAPEUTICS, INC.

                                By:          /s/ CYNTHIA L. CLARK, ESQ.
                                     -----------------------------------------
                                               Cynthia L. Clark, Esq.
                                                  GENERAL COUNSEL

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------

<C>                             <S>                         <C>
                                Chairman of the Board and
              *                   Chief Executive Officer
- ------------------------------    (Principal Executive        October 5, 1999
 Louis G. Lange, M.D., Ph.D.      Officer)

              *                 Chief Financial Officer
- ------------------------------    (Principal Financial and    October 5, 1999
     Daniel K. Spiegelman         Accounting Officer)

              *
- ------------------------------  Director                      October 5, 1999
      Thomas L. Gutshall

              *
- ------------------------------  Director                      October 5, 1999
Costa G. Sevastopoulos, Ph.D.

              *
- ------------------------------  Director                      October 5, 1999
         Isaac Stein

- ------------------------------  Director
       David P. Holveck

              *
- ------------------------------  Director                      October 5, 1999
Barbara J. McNeil, M.D., Ph.D.

              *
- ------------------------------  Director                      October 5, 1999
    J. Leighton Read, M.D.
</TABLE>


<TABLE>
<S>   <C>                        <C>                         <C>
*By:    /s/ CYNTHIA L. CLARK
      -------------------------
          Cynthia L. Clark
          ATTORNEY-IN-FACT
</TABLE>

                                      II-3
<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<C>    <S>
  1.1  Form of Underwriting Agreement
 23.1  Consent of Ernst & Young LLP, Independent Auditors.
</TABLE>


<PAGE>

                                4,000,000 Shares

                              CV THERAPEUTICS, INC.

                                  Common Stock

                             UNDERWRITING AGREEMENT



                                                                October __, 1999


DONALDSON, LUFKIN & JENRETTE
 SECURITIES CORPORATION
BANCBOSTON ROBERTSON STEPHENS INC.
J.P. MORGAN SECURITIES INC.
SG COWEN SECURITIES CORPORATION
 As representatives of the
  several Underwriters
  named in Schedule I hereto
  c/o Donaldson, Lufkin & Jenrette
    Securities Corporation
    277 Park Avenue
    New York, New York 10172

Dear Sirs:

     CV Therapeutics, Inc., a Delaware corporation (the "COMPANY"), proposes to
issue and sell 4,000,000 shares of its Common Stock, par value $.001 per share
(the "FIRM SHARES") to the several underwriters named in Schedule I hereto (the
"UNDERWRITERS"). The Company also proposes to issue and sell to the several
Underwriters not more than an additional 600,000 shares of its Common Stock, par
value $0.001 per share (the "ADDITIONAL SHARES") if requested by the
Underwriters as provided in Section 2 hereof. The Firm Shares and the Additional
Shares are hereinafter referred to collectively as the "SHARES". The shares of
common stock of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the "COMMON Stock".

     SECTION 1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has prepared
and filed with the Securities and Exchange Commission (the "COMMISSION") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"ACT"), a registration statement on Form S-3, including a


                                       1

<PAGE>

prospectus, relating to the Shares. The registration statement, as amended at
the time it became effective, including the information (if any) deemed to be
part of the registration statement at the time of effectiveness pursuant to Rule
430A under the Act, is hereinafter referred to as the "REGISTRATION STATEMENT";
and the prospectus in the form first used to confirm sales of Shares is
hereinafter referred to as the "PROSPECTUS" (including, in the case of all
references to the Registration Statement or the Prospectus, documents
incorporated therein by reference). If the Company has filed or is required
pursuant to the terms hereof to file a registration statement pursuant to Rule
462(b) under the Act registering additional shares of Common Stock (a "RULE
462(b) REGISTRATION STATEMENT"), then, unless otherwise specified, any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462(b) Registration Statement. The terms "SUPPLEMENT" and "AMENDMENT" or "AMEND"
as used in this Agreement with respect to the Registration Statement or the
Prospectus shall include all documents subsequently filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"EXCHANGE ACT") that are deemed to be incorporated by reference in the
Prospectus.

     SECTION 2. AGREEMENTS TO SELL AND PURCHASE AND LOCK-UP AGREEMENTS . On the
basis of the representations and warranties contained in this Agreement, and
subject to its terms and conditions, the Company agrees to issue and sell, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I hereto.

     On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company agrees to issue
and sell the Additional Shares and the Underwriters shall have the right to
purchase, severally and not jointly, up to 600,000 Additional Shares from the
Company at the Purchase Price. Additional Shares may be purchased solely for the
purpose of covering over-allotments made in connection with the offering of the
Firm Shares. The Underwriters may exercise their right to purchase Additional
Shares in whole or in part from time to time by giving written notice thereof to
the Company within 30 days after the date of this Agreement. You shall give any
such notice on behalf of the Underwriters and such notice shall specify the
aggregate number of Additional Shares to be purchased pursuant to such exercise
and the date for payment and delivery thereof, which date shall be a business
day (i) no earlier than two business days after such notice has been given (and,
in any event, no earlier than the Closing Date (as hereinafter defined)) and
(ii) no later than ten business days after such notice has been given. If any
Additional Shares are to be purchased, each Underwriter, severally and not
jointly, agrees to purchase from the Company the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) which bears the same proportion to the total number of Additional
Shares to be purchased from the Company as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I bears to the total number of
Firm Shares.

     The Company hereby agrees not to (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions


                                       2

<PAGE>

described in clause (i) or (ii) is to be settled by the delivery of Common
Stock, or such other securities, in cash or otherwise), except to the
Underwriters pursuant to this Agreement, for a period of 90 days after the date
of the Prospectus without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation. Notwithstanding the foregoing, during such
period (i) the Company may grant stock options pursuant to the Company's
existing stock plans and (ii) the Company may issue shares of Common Stock upon
the exercise of an option or warrant or the conversion of a security outstanding
on the date hereof. The Company also agrees not to file any registration
statement with respect to any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock for a period of
90 days after the date of the Prospectus without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation. The Company shall, prior to
or concurrently with the execution of this Agreement, deliver an agreement
executed by (i) each of the directors and officers of the Company and (ii) each
stockholder listed on Annex I hereto to the effect that such person will not,
during the period commencing on the date such person signs such agreement and
ending 90 days after the date of the Prospectus, without the prior written
consent of Donaldson, Lufkin & Jenrette Corporation, (A) engage in any of the
transactions described in the first sentence of this paragraph or (B) make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock.

     SECTION 3. TERMS OF PUBLIC OFFERING. The Company is advised by you that the
Underwriters propose (i) to make a public offering of their respective portions
of the Shares as soon after the execution and delivery of this Agreement as in
your judgment is advisable and (ii) initially to offer the Shares upon the terms
set forth in the Prospectus.

     SECTION 4. DELIVERY AND PAYMENT. The Shares shall be represented by
definitive certificates and shall be issued in such authorized denominations and
registered in such names as Donaldson, Lufkin & Jenrette Securities Corporation
shall request no later than two business days prior to the Closing Date or the
applicable Option Closing Date (as defined below), as the case may be. The
Company shall deliver the Shares, with any transfer taxes thereon duly paid by
the respective Sellers, to Donaldson, Lufkin & Jenrette Securities Corporation
through the facilities of The Depository Trust Company ("DTC"), for the
respective accounts of the several Underwriters, against payment to the Company
of the Purchase Price therefore by wire transfer of Federal or other funds
immediately available in New York City. The certificates representing the Shares
shall be made available for inspection not later than 9:30 A.M., New York City
time, on the business day prior to the Closing Date or the applicable Option
Closing Date (as defined below), as the case may be, at the office of DTC or its
designated custodian (the "DESIGNATED OFFICE"). The time and date of delivery
and payment for the Firm Shares shall be 9:00 A.M., New York City time, on
October __, 1999 or such other time on the same or such other date as Donaldson,
Lufkin & Jenrette Securities Corporation and the Company shall agree in writing.
The time and date of delivery for the Firm Shares are hereinafter referred to as
the "CLOSING DATE". The time and date of delivery and payment for any Additional
Shares to be purchased by the Underwriters shall be 9:00 A.M., New York City
time, on the date specified in the applicable exercise notice given by you
pursuant to Section 2 or such other time on the same or such other date as
Donaldson, Lufkin & Jenrette Securities Corporation and the Company shall agree
in writing. The time and date of delivery for the Option Shares are hereinafter
referred to as an "OPTION CLOSING DATE".


                                       3

<PAGE>

The documents to be delivered on the Closing Date or any Option Closing Date on
behalf of the parties hereto pursuant to Section 8 of this Agreement shall be
delivered at the offices of Latham & Watkins, 135 Commonwealth Drive, Menlo
Park, California 94025 and the Shares shall be delivered at the Designated
Office, all on the Closing Date or such Option Closing Date, as the case may be.

     SECTION 5. AGREEMENTS OF THE COMPANY. The Company agrees with you:

     (a)  To advise you promptly and, if requested by you, to confirm such
advice in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction, or the
initiation of any proceeding for such purposes, (iii) when any amendment to the
Registration Statement becomes effective, (iv) if the Company is required to
file a Rule 462(b) Registration Statement after the effectiveness of this
Agreement, when the Rule 462(b) Registration Statement has become effective and
(v) of the happening of any event during the period referred to in Section 5(d)
below which makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or which requires any additions to or changes
in the Registration Statement or the Prospectus in order to make the statements
therein not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, the Company will use
its best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time.

     (b)  To furnish to you four (4) signed copies of the Registration Statement
as first filed with the Commission and of each amendment to it, including all
exhibits and documents incorporated therein by reference, and to furnish to you
and each Underwriter designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it, without
exhibits, as you may reasonably request.

     (c)  To prepare the Prospectus, the form and substance of which shall be
satisfactory to you, and to file the Prospectus in such form with the Commission
within the applicable period specified in Rule 424(b) under the Act; during the
period specified in Section 5(d) below, not to file any further amendment to the
Registration Statement and not to make any amendment or supplement to the
Prospectus of which you shall not previously have been advised or to which you
shall reasonably object after being so advised; and, during such period, to
prepare and file with the Commission, promptly upon your reasonable request, any
amendment to the Registration Statement or amendment or supplement to the
Prospectus which may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause any such
amendment to the Registration Statement to become promptly effective.

     (d)  Prior to 10:00 A.M., New York City time, on the first business day
after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus)
and any documents incorporated therein by reference as such Underwriter or
dealer may reasonably request.


                                       4

<PAGE>

     (e)  If during the period specified in Section 5(d), any event shall occur
or condition shall exist as a result of which, in the opinion of counsel for the
Underwriters, it becomes necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the
Prospectus to comply with applicable law, forthwith to prepare and file with the
Commission an appropriate amendment or supplement to the Prospectus so that the
statements in the Prospectus, as so amended or supplemented, will not in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with applicable law, and to furnish to each
Underwriter and to any dealer as many copies thereof as such Underwriter or
dealer may reasonably request.

     (f)  Prior to any public offering of the Shares, to cooperate with you and
counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; PROVIDED, HOWEVER, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions relating to the Prospectus, the Registration
Statement, any preliminary prospectus or the offering or sale of the Shares, in
any jurisdiction in which it is not now so subject.

     (g)  To make generally available to its stockholders as soon as practicable
an earnings statement covering the twelve-month period ending December 31, 2000
that shall satisfy the provisions of Section 11(a) of the Act (including Rule
158 thereunder), and to advise you in writing when such statement has been so
made available.

     (h)  During the period of three years after the date of this Agreement, to
furnish to you as soon as available copies of all reports or other
communications furnished to the record holders of Common Stock or furnished to
or filed with the Commission or any national securities exchange on which any
class of securities of the Company is listed and such other publicly available
information concerning the Company and its subsidiaries as you may reasonably
request.

     (i)  Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Company's counsel and
the Company's accountants in connection with the registration and delivery of
the Shares under the Act and all other fees and expenses in connection with the
preparation, printing, filing and distribution of the Registration Statement
(including financial statements and exhibits), any preliminary prospectus, the
Prospectus and all amendments and supplements to any of the foregoing, including
the mailing and delivering of copies thereof to the Underwriters and dealers in
the quantities specified herein, (ii) all costs and expenses related to the
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon, (iii) all costs of printing and delivering to
the Underwriters copies of this Agreement and any other agreements or documents
in connection with the offering, purchase, sale or delivery of the Shares,


                                       5

<PAGE>

(iv) all expenses in connection with the registration or qualification of the
Shares for offer and sale under the securities or Blue Sky laws of the several
states and all costs of printing or producing any Preliminary and Supplemental
Blue Sky Memoranda in connection therewith (including the filing fees and
reasonable fees and disbursements of counsel for the Underwriters in connection
with such registration or qualification and memoranda relating thereto), (v) the
filing fees and disbursements of counsel for the Underwriters in connection with
the review and clearance of the offering of the Shares by the National
Association of Securities Dealers, Inc. ("NASD"), (vi) all costs and expenses
incident to the listing of the Shares on the Nasdaq National Market, (vii) the
cost of printing certificates representing the Shares, (viii) the costs and
charges of any transfer agent, registrar and/or depositary, and (ix) all other
costs and expenses incident to the performance of the obligations of the Company
hereunder for which provision is not otherwise made in this Section.

     (j)  To use its best efforts to list for quotation the Shares on the Nasdaq
National Market and to maintain the listing of the Shares on the Nasdaq National
Market for a period of three years after the date of this Agreement.

     (k)  To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Shares.

     (l)  If the Registration Statement at the time of the effectiveness of this
Agreement does not cover all of the Shares, to file a Rule 462(b) Registration
Statement with the Commission registering the Shares not so covered in
compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of
this Agreement and to pay to the Commission the filing fee for such Rule 462(b)
Registration Statement at the time of the filing thereof or to give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

     SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Underwriter that:

     (a)  The Registration Statement has become effective (other than any Rule
462(b) Registration Statement to be filed by the Company after the effectiveness
of this Agreement); any Rule 462(b) Registration Statement filed after the
effectiveness of this Agreement will become effective no later than 10:00 P.M.,
New York City time, on the date of this Agreement; and no stop order suspending
the effectiveness of the Registration Statement is in effect, and no proceedings
for such purpose are pending before or threatened by the Commission.

     (b)  (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or will
comply when so filed in all material respects with the Exchange Act; (ii)the
Registration Statement (other than any Rule 462(b) Registration Statement to be
filed by the Company after the effectiveness of this Agreement), when it became
effective, did not contain and, as amended, if applicable, will not contain any
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;
(iii) the Registration Statement (other than any Rule 462(b) Registration
Statement to be filed by the Company after the effectiveness of this Agreement)


                                       6

<PAGE>

and the Prospectus comply and, as amended or supplemented, if applicable, will
comply in all material respects with the Act; (iv) if the Company is required to
file a Rule 462(b) Registration Statement after the effectiveness of this
Agreement, such Rule 462(b) Registration Statement and any amendments thereto,
when they become effective (A) will not contain any 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 (B) will comply in
all material respects with the Act and (v) the Prospectus does not contain and,
as amended or supplemented, if applicable, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that the representations and warranties set forth
in this paragraph do not apply to statements or omissions in the Registration
Statement or the Prospectus based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you expressly
for use therein.

     (c)  Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Act, complied when so filed as to form in all
material respects with the Act, and did not 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, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements or omissions
in any preliminary prospectus based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you expressly
for use therein.

     (d)  The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of its jurisdiction of incorporation
and has the corporate power and authority to carry on its business as described
in the Prospectus and to own, lease and operate its properties, and is duly
qualified and is in good standing as a foreign corporation authorized to do
business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
business, prospects, financial condition or results of operations of the
Company.

     (e)  The Company does not own, directly or indirectly, any interest in any
other corporation, association or other business entity other than CV
Therapeutics Adenosine Co., a Cayman Islands corporation and a dormant and
wholly-owned subsidiary of the Company ("CVTA"). CVTA does not own or operate
any assets or properties, is not a party to any agreement, has no obligations or
liabilities, and is not conducting business in any jurisdiction.

     (f)  There are no outstanding subscriptions, rights, warrants, options,
calls, convertible securities, commitments of sale or liens granted or issued by
the Company or any of its subsidiaries relating to or entitling any person to
purchase or otherwise to acquire any shares of the capital stock of the Company
or any of its subsidiaries, except as otherwise disclosed in the Registration
Statement.


                                       7

<PAGE>

     (g)  All the outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights; and the Shares have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor as provided by this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.

     (h)  The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

     (i)  The Company is not in violation of its charter or by-laws or in
default in the performance of any obligation, agreement, covenant or condition
contained in any indenture, loan agreement, mortgage, lease or other agreement
or instrument that is material to the Company, to which the Company is a party
or by which the Company or its property is bound, except where such violation or
default would not have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company.

     (j)  The execution, delivery and performance of this Agreement by the
Company, the compliance by the Company with all the provisions hereof and the
consummation of the transactions contemplated hereby will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states), (ii) conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
the charter or by-laws of the Company or any indenture, loan agreement,
mortgage, lease or other agreement or instrument that is material to the Company
to which the Company is a party or by which the Company's property is bound,
(iii) violate or conflict with any applicable law or any rule, regulation,
judgment, order or decree of any court or any governmental body or agency having
jurisdiction over the Company or its property or (iv) result in the suspension,
termination or revocation of any Authorization (as defined below) of the Company
or any other impairment of the rights of the holder of any such Authorization,
except where such suspension, termination, revocation or impairment would not
have a material adverse effect on the business, prospects, financial condition
or results of operations of the Company.

     (k)  There are no legal or governmental proceedings pending or, to the
Company's knowledge, threatened to which the Company is or reasonably expects to
be a party or to which its property is subject that are required to be described
in the Registration Statement or the Prospectus and are not so described; nor
are there any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement that are not so described or
filed as required.

     (l)  The Company has not violated any foreign, federal, state or local law
or regulation relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("ENVIRONMENTAL LAWS"), any provisions of the Employee Retirement
Income Security Act of 1974, as amended, or any provisions of the Foreign
Corrupt Practices Act, or the rules and regulations promulgated thereunder,
except for such


                                       8

<PAGE>

violations which, singly or in the aggregate, would not have a material adverse
effect on the business, prospects, financial condition or results of operation
of the Company.

     (m)  The Company has such permits, licenses, consents, exemptions,
franchises, authorizations and other approvals (each, an "AUTHORIZATION") of,
and has made all filings with and notices to, all governmental or regulatory
authorities and self-regulatory organizations and all courts and other
tribunals, including, without limitation, under any applicable Environmental
Laws, as are necessary to own, lease, license and operate its properties and to
conduct its business, except where the failure to have any such Authorization or
to make any such filing or notice would not, singly or in the aggregate, have a
material adverse effect on the business, prospects, financial condition or
results of operations of the Company. Each such Authorization is valid and in
full force and effect and the Company is in compliance with all the terms and
conditions thereof and with the rules and regulations of the authorities and
governing bodies having jurisdiction with respect thereto; and, to the Company's
knowledge, no event has occurred (including, without limitation, the receipt of
any notice from any authority or governing body) which allows or, after notice
or lapse of time or both, would allow, revocation, suspension or termination of
any such Authorization or results or, after notice or lapse of time or both,
would result in any other impairment of the rights of the holder of any such
Authorization; and such Authorizations contain no restrictions that are
burdensome to the Company or any of its subsidiaries; except where such failure
to be valid and in full force and effect or to be in compliance, the occurrence
of any such event or the presence of any such restriction would not, singly or
in the aggregate, have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company.

     (n)  There are no costs or liabilities associated with Environmental Laws
(including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or any
Authorization relating to matters covered by Environmental Laws, in each case as
currently in effect, any related constraints on operating activities and any
potential liabilities to third parties) which would, singly or in the aggregate,
have a material adverse effect on the business, prospects, financial condition
or results of operations of the Company.

     (o)  This Agreement has been duly authorized, executed and delivered by the
Company.

     (p)  Ernst & Young LLP are independent public accountants with respect to
the Company and its subsidiaries as required by the Act.

     (q)  The consolidated financial statements included in the Registration
Statement and the Prospectus (and any amendment or supplement thereto), together
with related schedules and notes, present fairly the consolidated financial
position, results of operations and changes in financial position of the Company
and its subsidiaries on the basis stated therein at the respective dates or for
the respective periods to which they apply; such statements and related
schedules and notes have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved,
except as disclosed therein; the supporting schedules, if any, included in the
Registration Statement present fairly in accordance with generally accepted
accounting principles the information required to be stated therein; and the
other financial and statistical information and data set forth in the
Registration Statement and the Prospectus (and any


                                       9

<PAGE>

amendment or supplement thereto) are, in all material respects, accurately
presented and prepared on a basis consistent with such financial statements and
the books and records of the Company.

     (r)  The Company is not and, after giving effect to the offering and sale
of the Shares and the application of the proceeds thereof as described in the
Prospectus, will not be, an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended.

     (s)  There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to
file a registration statement under the Act with respect to any securities of
the Company or to require the Company to include such securities with the Shares
registered pursuant to the Registration Statement.

     (t)  Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development involving
a prospective material adverse change in the condition, financial or otherwise,
or the earnings, business, management or operations of the Company, (ii) there
has not been any material adverse change or any development involving a
prospective material adverse change in the capital stock or in the long-term
debt of the Company or any of its subsidiaries and (iii) neither the Company nor
any of its subsidiaries has incurred any material liability or obligation,
direct or contingent.

     (u)  The Company does not own any real property. The Company has good and
marketable title to all personal property owned by it which is material to the
business of the Company, in each case free and clear of all liens, encumbrances
and defects except such as are described in the Prospectus or such as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company; and any real
property and buildings held under lease by the Company are held by them under
valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company, in each case except as described in the
Prospectus.

     (v)  The Company owns or possesses valid and enforceable licenses to all
patents, patent rights, inventions, copyrights, know-how (including trade
secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and trade names
("INTELLECTUAL PROPERTY") currently employed by the Company in connection with
the business now operated by it, except where the failure to own or possess such
Intellectual Property would not, singly or in the aggregate, have a material
adverse effect on the business, prospects, financial condition or results of
operation of the Company. The Company has not received any notice, nor are they
aware of facts which would form a reasonable basis for any such claim, that: (i)
challenges the Company's rights in or to any Intellectual Property; (ii)
challenges the validity or scope of any Intellectual Property; (iii) any third
party has or will be able to establish any rights in the Intellectual Property,
except for the ownership rights of the owners of the Intellectual Property which
is licensed to the Company or the rights of parties to whom the Company has
granted licenses of such Intellectual Property; (iv) the Intellectual Property
infringers


                                       10

<PAGE>

or otherwise violates any patent, copyright, trade secret, trademarks or other
proprietary right of any third party; or (v) there is infringement of the
Intellectual Property by any third party, which, in the case of any such claim
specified in clauses (i), (ii), (iii), (iv) or (v) above, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
have a material adverse effect on the business, prospects, financial condition
or results of operations of the Company.

     (w)  The Company is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which it is engaged; and the Company (i) has
not received notice from any insurer or agent of such insurer that substantial
capital improvements or other material expenditures will have to be made in
order to continue such insurance and (ii) has no reason to believe that it will
not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers at a cost that would
not have a material adverse effect on the business, prospects, financial
conditions or results of operations of the Company.

     (x)  No relationship, direct or indirect, exists between or among the
Company on the one hand, and the directors, officers, stockholders, customers or
suppliers of the Company on the other hand, which is required by the Act to be
described in the Registration Statement or the Prospectus which is not so
described or incorporated by reference.

     (y)  There is no (i) significant unfair labor practice complaint, grievance
or arbitration proceeding pending or, to the Company's best knowledge,
threatened against the Company before the National Labor Relations Board or any
state or local labor relations board, (ii) strike, labor dispute, slowdown or
stoppage pending or, to the Company's best knowledge, threatened against the
Company or (iii) union representation question existing with respect to the
employees of the Company and its subsidiaries, except for such actions specified
in clause (i), (ii) or (iii) above, which, singly or in the aggregate, would not
have a material adverse effect on the business, prospects, financial condition
or results of operations of the Company. To the best of the Company's knowledge,
no collective bargaining organizing activities are taking place with respect to
the Company.

     (z)  All material tax returns required to be filed by the Company and its
subsidiaries in any jurisdiction have been filed, other than those filings being
contested in good faith, and all material taxes, including withholding taxes,
penalties and interest, assessments, fees and other charges due pursuant to such
returns or pursuant to any assessment received by the Company or any of its
subsidiaries have been paid, other than those being contested in good faith and
for which adequate reserves have been provided.

     (aa) The Company has reviewed its operations and any third parties with
which the Company or any of its subsidiaries has a material relationship to
evaluate the extent to which the business or operations of the Company will be
affected by the Year 2000 Problem (as defined below). As a result of such
review, the Company has no reason to believe, and does not believe, that the
Year 2000 Problem will have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole. The "YEAR 2000 PROBLEM" as used herein means any
risk that the computer hardware or software used in the receipt, transmission,
storage, retrieval, retransmission or other utilization of data or in the
operation of mechanical or electrical systems of any kind will not, in the case
of dates or time


                                       11

<PAGE>

periods occurring after December 31, 1999, function at least as effectively as
in the case of dates or time periods occurring prior to January 1, 2000.

     (bb) The Company has received all Authorizations from the Food and Drug
Administration ("FDA") and from foreign regulatory commissions, in each case
necessary for the business of the Company as currently conducted and as
described in the Registration Statement and the Prospectus. All such
Authorizations have been duly and validly issued and are in full force and
effect and the Company is not in violation of any of the terms and conditions of
any such Authorizations, except for any violation which, singly or in the
aggregate, would not have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company.

     (cc) Any documents which at the date hereof are incorporated by reference
in the Registration Statement, the Prospectus or any amendment or supplement
thereto, or any preliminary prospectus (the "INCORPORATED DOCUMENTS") were filed
in a timely manner and, when they were filed (or, if any amendment with respect
to any such document was filed, when such amendment was filed), conformed with
the requirements of the Exchange Act and did not 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.

     (dd) The Common Stock is registered pursuant to Section 12(g) of the
Exchange Act and is listed on The Nasdaq National Market, and the Company has
taken no action designed to, or likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or delisting the Common
Stock from The Nasdaq National Market, nor has the Company received any
notification that the Commission or the NASD is contemplating terminating such
registration or listing.

     (ee) Each certificate signed by any officer of the Company and delivered to
the Underwriters or counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the matters
covered thereby.

     (ff) The Company has not distributed and, prior to the later of (i) the
Closing Date and (ii) the completion of the distribution of the Shares, will not
distribute any offering material in connection with the offering and sale of the
Shares other than the Registration Statement or any amendment thereto, any
preliminary prospectus or the Prospectus or any amendment or supplement thereto,
or other materials, if any, permitted by the Act.

     (gg) The Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

     SECTION 7. INDEMNIFICATION. (a) The Company agrees to indemnify and hold
harmless each Underwriter, its directors, its officers and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the Exchange
Act, from and against any and all losses, claims,


                                       12

<PAGE>

damages, liabilities and judgments (including, without limitation, any legal or
other expenses incurred in connection with investigating or defending any
matter, including any action, that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or
any amendment thereto), the Prospectus (or any amendment or supplement thereto)
or any preliminary prospectus, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information relating
to any Underwriter furnished in writing to the Company by such Underwriter
through you expressly for use therein; PROVIDED, HOWEVER, that the foregoing
indemnity agreement with respect to any preliminary prospectus shall not inure
to the benefit of any Underwriter who failed to deliver a Prospectus (as then
amended or supplemented, provided by the Company to the several Underwriters in
the requisite quantity and on a timely basis to permit proper delivery on or
prior to the Closing Date) to the person asserting any losses, claims, damages
and liabilities and judgments caused by any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus, or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, if
such material misstatement or omission or alleged material misstatement or
omission was cured in such Prospectus and such Prospectus was required by law to
be delivered at or prior to the written confirmation of sale to such person.

     (b)  Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent
as the foregoing indemnity from the Company to such Underwriter but only with
reference to information relating to such Underwriter furnished in writing to
the Company by such Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto), the Prospectus (or any
amendment or supplement thereto) or any preliminary prospectus.

     (c)  In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 7(a) or 7(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 7(a) and 7(b), the Underwriter shall not be required to assume
the defense of such action pursuant to this Section 7(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
such Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the


                                       13

<PAGE>

named parties to any such action (including any impleaded parties) include both
the indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall
not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for all indemnified parties
and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by Donaldson, Lufkin & Jenrette Securities
Corporation, in the case of parties indemnified pursuant to Section 7(a), and by
the Company, in the case of parties indemnified pursuant to Section 7(b). The
indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities and judgments by
reason of any settlement of any action (i) effected with its written consent or
(ii) effected without its written consent if the settlement is entered into more
than twenty business days after the indemnifying party shall have received a
request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

     (d)  To the extent the indemnification provided for in this Section 7 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Shares or (ii) if the allocation provided by clause 7(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause 7(d)(i) above but also the
relative fault of the Company on the one hand and the Underwriters on the other
hand in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other hand shall be deemed to be in the
same proportion as the total net proceeds from the offering (after deducting
underwriting discounts and commissions, but before deducting expenses) received
by the Company, and the total underwriting discounts and commissions received by
the Underwriters, bear to the total price to the public of the Shares, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault of the


                                       14

<PAGE>

Company on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

     The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 7(d) are several in proportion to the respective number
of Shares purchased by each of the Underwriters hereunder and not joint.

     (e)  The remedies provided for in this Section 7 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

     SECTION 8. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations
of the Underwriters to purchase the Firm Shares under this Agreement are subject
to the satisfaction of each of the following conditions:

     (a)  All the representations and warranties of the Company contained in
this Agreement shall be true and correct on the Closing Date with the same force
and effect as if made on and as of the Closing Date.

     (b)  If the Company is required to file a Rule 462(b) Registration
Statement after the effectiveness of this Agreement, such Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., New York City
time, on the date of this Agreement; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been commenced or shall be pending
before or contemplated by the Commission.

     (c)  You shall have received on the Closing Date a certificate dated the
Closing Date, signed by Louis G. Lange and Daniel K. Spiegelman, in their
capacities as the Chief Executive Officer and Chief Financial Officer of the
Company, confirming the matters set forth in Sections


                                       15

<PAGE>

6(t), 8(a) and 8(b) and that the Company has complied with all of the agreements
and satisfied all of the conditions herein contained and required to be complied
with or satisfied by the Company on or prior to the Closing Date.

     (d)  Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management or operations of the Company and its subsidiaries, taken as
a whole, (ii) there shall not have been any change or any development involving
a prospective change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries and (iii) neither the Company nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 8(d)(i),
8(d)(ii) or 8(d)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.

     (e)  You shall have received on the Closing Date an opinion (satisfactory
to you and counsel for the Underwriters), dated the Closing Date, of Cooley
Godward LLP counsel for the Company, to the effect that:

          (i)  the Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of its jurisdiction of
     incorporation and has the corporate power and authority to carry on its
     business as described in the Prospectus and to own, lease and operate its
     properties;

          (ii) the Company is duly qualified and is in good standing as a
     foreign corporation authorized to do business in California and, to the
     best of such counsel's knowledge, is not required to qualify as a foreign
     corporation to do business in any other jurisdiction;

          (iii) all the outstanding shares of capital stock of the Company have
     been duly authorized and validly issued and are fully paid, non-assessable
     and not subject to any preemptive or, to the best of such counsel's
     knowledge, similar rights;

          (iv) the Shares have been duly authorized and, when issued and
     delivered to the Underwriters against payment therefor as provided by this
     Agreement, will be validly issued, fully paid and non-assessable, and the
     issuance of such Shares will not be subject to any preemptive or, to the
     best of such counsel's knowledge, similar rights;

          (v)  this Agreement has been duly authorized, executed and delivered
     by the Company;

          (vi) the authorized capital stock of the Company conforms as to legal
     matters to the description thereof contained in the Company's Registration
     Statement on Form 8-A filed with the Commission on October 30, 1996, and
     the Company's Current Report on


                                       16

<PAGE>

     Form 8-K dated February 2, 1999, each of which is incorporated by reference
     in the Prospectus;

          (vii) the Registration Statement has become effective under the Act,
     and to the best of such counsel's knowledge, no stop order suspending its
     effectiveness has been issued and no proceedings for that purpose are
     pending before or contemplated by the Commission;

          (viii) the statements contained in: (A) "Business - Collaborations and
     Licenses", and (B) the second, seventh, eighth and ninth paragraphs under
     the caption "Underwriting" in the Prospectus and Item 15 of Part II of the
     Registration Statement, insofar as such statements constitute a summary of
     the legal matters, documents or proceedings referred to therein, fairly
     present the information called for with respect to such legal matters,
     documents and proceedings to the extent required under the Act and
     applicable rules thereunder and are accurate in all material respects;

          (ix) to the best of such counsel's knowledge, the Company is not, nor
     with the giving of notice or lapse of time or both would be, in violation
     of or in default under its certificate of incorporation or by-laws;

          (x)  the execution, delivery and performance of this Agreement by the
     Company, the compliance by the Company with all the provisions hereof and
     the consummation of the transactions contemplated hereby will not (A)
     require any consent, approval, authorization or other order of, or
     qualification with, any court or governmental body or agency (except such
     as have been obtained under the Securities Act or as may be required under
     the securities or Blue Sky laws of the various states or by the NASD), (B)
     conflict with or constitute a breach of any of the terms or provisions of,
     or a default under, the charter or by-laws of the Company or any indenture,
     loan agreement, mortgage, lease or other agreement or instrument that is
     material to the Company, to which the Company is a party or by which the
     Company or its property is bound, or (C) violate or conflict with any
     applicable law or any rule, regulation, judgment, order or decree of any
     court or, to the best of such counsel's knowledge, any governmental body or
     agency having jurisdiction over the Company or its property;

          (xi) to the best of such counsel's knowledge, there are no legal or
     governmental proceedings pending or threatened to which the Company is a
     party or to which any of its property is subject that are required to be
     described in the Registration Statement or the Prospectus and are not so
     described, or any contracts or other documents that are required to be
     described in the Registration Statement or the Prospectus or to be filed as
     exhibits to the Registration Statement that are not so described or filed
     as required;

          (xii) the Company is not and, after giving effect to the offering and
     sale of the Shares and the application of the proceeds thereof as described
     in the Prospectus, will not be, an "investment company" as such term is
     defined in the Investment Company Act of 1940, as amended;


                                       17

<PAGE>

          (xiii) to the best of such counsel's knowledge, there are no
     contracts, agreements or understandings between the Company and any person
     granting such person the right to require the Company to file a
     registration statement under the Act with respect to any securities of the
     Company or to require the Company to include such securities with the
     Shares registered pursuant to the Registration Statement; and

          (xiv) (A) each document, if any, filed pursuant to the Exchange Act
     and incorporated by reference in the Prospectus (except for financial
     statements and other financial and statistical data derived therefrom as to
     which no opinion need be expressed) complied when so filed (or if amended,
     when amended) as to form in all material respects with the Exchange Act,
     (B)the Registration Statement and the Prospectus and any supplement or
     amendment thereto (except for the financial statements and other financial
     and statistical data derived therefrom as to which no opinion need be
     expressed) comply as to form with the Act, and (C) such counsel shall also
     state that, during the course of the preparation of the Registration
     Statement and the Prospectus, such counsel participated in conferences with
     the Underwriters and with officers and other representatives of the Company
     and its independent public accountants at which the contents of the
     Registration Statement and Prospectus were discussed, and that while such
     counsel has not independently verified and is not passing upon the
     accuracy, completeness or fairness of the statements made in the
     Registration Statement and Prospectus, on the basis of the foregoing, no
     facts have come to such counsel's attention that have caused such counsel
     to believe that the Registration Statement (including the documents
     incorporated by reference therein), as of the time it became effective,
     contained an untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, or that the Prospectus, as of its date
     or as of the Closing Date, contained or contains an untrue statement of a
     material fact or omitted or omits to state a material fact necessary to
     make the statements therein, in light of the circumstances under which they
     were made, not misleading, except that such counsel expresses no comment
     with respect to the financial statements and schedules, related notes,
     other financial data and statistical data derived therefrom included in the
     Registration Statement and Prospectus.

     The opinion of Cooley Godward LLP described in Section 8(e) above shall be
rendered to you at the request of the Company and shall so state therein.

     (f)  You shall have received on the Closing Date an opinion (satisfactory
to you and counsel for the Underwriters), dated the Closing Date, of McDonnell
Boehnen Hulbert & Berghoff, special intellectual property for the Company, to
the effect set forth in Annex II hereto.

     (g)  You shall have received on the Closing Date an opinion (satisfactory
to you and counsel for the Underwriters), dated the Closing Date, of Covington &
Burling, special regulatory counsel for the Company, to the effect set forth in
Annex III hereto.

     (h)  You shall have received on the Closing Date an opinion, dated the
Closing Date, of Latham & Watkins, counsel for the Underwriters, as to the
matters referred to in Sections 8(e)(iv), 8(e)(v) and 8(e)(viii) (but only with
respect to the statements under the caption "Description of Capital Stock" and
"Underwriting") and clauses 8(e)(xiv)(B) and 8(e)(xiv)(C).


                                       18

<PAGE>

     In giving such opinions with respect to the matters covered by Section
8(e)(xiv)(C), Cooley Godward LLP may state that their opinion and belief are
based upon their participation in the preparation of the Registration Statement
and Prospectus and any amendments or supplements thereto and documents
incorporated therein by reference and review and discussion of the contents
thereof, but are without independent check or verification except as specified.
In giving such opinions with respect to the matters covered by clauses
8(e)(xiv)(B) and 8(e)(xiv)(C), Latham & Watkins may state that their opinion and
belief are based upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto (other than
the documents incorporated therein by reference), but are without independent
check or verification except as specified.

     (i)  You shall have received, on each of the date hereof and the Closing
Date, a letter dated the date hereof or the Closing Date, as the case may be, in
form and substance satisfactory to you, from Ernst & Young LLP, independent
public accountants, containing the information and statements of the type
ordinarily included in accountants' "comfort letters" to Underwriters with
respect to the financial statements and certain financial information contained
in or incorporated by reference into the Registration Statement and the
Prospectus.

     (j)  The Company shall have delivered to you the agreements specified in
Section 2 hereof which agreements shall be in full force and effect on the
Closing Date.

     (k)  The Shares shall have been duly listed for quotation on the Nasdaq
National Market.

     (l)  The Company shall not have failed on or prior to the Closing Date to
perform or comply with any of the agreements herein contained and required to be
performed or complied with by the Company on or prior to the Closing Date.

     The several obligations of the Underwriters to purchase any Additional
Shares hereunder are subject to the delivery to you on the applicable Option
Closing Date of such documents as you may reasonably request with respect to the
good standing of the Company, the due authorization and issuance of such
Additional Shares and other matters related to the issuance of such Additional
Shares.

     SECTION 9. EFFECTIVENESS OF AGREEMENT AND TERMINATION. This Agreement shall
become effective upon the execution and delivery of this Agreement by the
parties hereto.

     This Agreement may be terminated at any time on or prior to the Closing
Date by you by written notice to the Company if any of the following has
occurred: (i) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market the
Shares on the terms and in the manner contemplated in the Prospectus, (ii) the
suspension or material limitation of trading in securities or other instruments
on the New York Stock Exchange, the American Stock Exchange, the Chicago Board
of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade
or the Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market, (iii) the
suspension of trading of any securities


                                       19

<PAGE>

of the Company on any exchange or in the over-the-counter market, (iv) the
enactment, publication, decree or other promulgation of any federal or state
statute, regulation, rule or order of any court or other governmental authority
which in your opinion materially and adversely affects, or will materially and
adversely affect, the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, (v) the
declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in your
opinion has a material adverse effect on the financial markets in the United
States.

     If on the Closing Date or on an Option Closing Date, as the case may be,
any one or more of the Underwriters shall fail or refuse to purchase the Firm
Shares or Additional Shares, as the case may be, which it has or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the total number of Firm Shares or Additional Shares, as the
case may be, to be purchased on such date by all Underwriters, each
non-defaulting Underwriter shall be obligated severally, in the proportion which
the number of Firm Shares set forth opposite its name in Schedule I bears to the
total number of Firm Shares which all the non-defaulting Underwriters have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; PROVIDED that in no event shall the number of Firm Shares or Additional
Shares, as the case may be, which any Underwriter has agreed to purchase
pursuant to Section 2 hereof be increased pursuant to this Section 9 by an
amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter. If
on the Closing Date any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased by all Underwriters and arrangements satisfactory to you
and the Company for purchase of such Firm Shares are not made within 48 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter and the Company. In any such case which does
not result in termination of this Agreement, either you or the Company shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration
Statement and the Prospectus or any other documents or arrangements may be
effected. If, on an Option Closing Date, any Underwriter or Underwriters shall
fail or refuse to purchase Additional Shares and the aggregate number of
Additional Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Additional Shares to be purchased on such
date, the non-defaulting Underwriters shall have the option to (i) terminate
their obligation hereunder to purchase such Additional Shares or (ii) purchase
not less than the number of Additional Shares that such non-defaulting
Underwriters would have been obligated to purchase on such date in the absence
of such default. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of any such
Underwriter under this Agreement.

     SECTION 10. MISCELLANEOUS. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (i) if to the Company, to CV
Therapeutics, Inc., 3172 Porter Drive, Palo Alto, California 94304 and (ii) if
to any Underwriter or to you, to you c/o Donaldson, Lufkin


                                       20

<PAGE>

& Jenrette Securities Corporation, 277 Park Avenue, New York, New York 10172,
Attention: Syndicate Department, or in any case to such other address as the
person to be notified may have requested in writing.

     The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company and the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of and payment for the Shares,
regardless of (i) any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the officers or directors of any
Underwriter, any person controlling any Underwriter, the Company, the officers
or directors of the Company or any person controlling the Company, (ii)
acceptance of the Shares and payment for them hereunder and (iii) termination of
this Agreement.

     If for any reason the Shares are not delivered by or on behalf of the
Company as provided herein (other than as a result of any termination of this
Agreement pursuant to Section 9), the Company agrees to reimburse the several
Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by them. Notwithstanding any termination of
this Agreement, the Company shall be liable for all expenses which it has agreed
to pay pursuant to Section 5(i) hereof. The Company also agrees to reimburse the
several Underwriters, their directors and officers and any persons controlling
any of the Underwriters for any and all fees and expenses (including, without
limitation, the fees disbursements of counsel) incurred by them in connection
with enforcing their rights hereunder (including, without limitation, pursuant
to Section 7 hereof).

     Except as otherwise provided, this Agreement has been and is made solely
for the benefit of and shall be binding upon the Company, the Underwriters, the
Underwriters' directors and officers, any controlling persons referred to
herein, the Company's directors and the Company's officers who sign the
Registration Statement and their respective successors and assigns, all as and
to the extent provided in this Agreement, and no other person shall acquire or
have any right under or by virtue of this Agreement. The term "successors and
assigns" shall not include a purchaser of any of the Shares from any of the
several Underwriters merely because of such purchase.

     This Agreement shall be governed and construed in accordance with the laws
of the State of New York.

     This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.


                                       21

<PAGE>

     Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.

                                  Very truly yours,

                                  CV THERAPEUTICS, INC.

                                  By:
                                     -----------------------------------------
                                     Title:



DONALDSON, LUFKIN & JENRETTE
    SECURITIES CORPORATION
BANCBOSTON ROBERTSON STEPHENS INC.
J.P. MORGAN SECURITIES INC.
SG COWEN SECURITIES CORPORATION

Acting severally on behalf of
    themselves and the several
    Underwriters named in
    Schedule I hereto

By  DONALDSON, LUFKIN & JENRETTE
         SECURITIES CORPORATION

    By
       -------------------------------


                                       22

<PAGE>

                                   SCHEDULE I


           Underwriters                             Number of Firm Shares
                                                       to be Purchased

Donaldson, Lufkin & Jenrette Securities Corporation
BancBoston Robertson Stephens Inc.
J.P. Morgan Securities Inc.
SG Cowen Securities Corporation


Total


<PAGE>

                                     Annex I

                Names of Stockholders Signing Lock-Up Agreements

Biotech Manufacturing Ltd.



<PAGE>

                                    Annex II

             Form of Legal Opinion of Intellectual Property Counsel

          You shall have received on the Closing Date an opinion (satisfactory
to you and counsel for the Underwriters), dated the Closing Date, of McDonnell
Boehnen Hulbert & Berghoff, special intellectual property counsel for the
Company, to the effect that such counsel is familiar with the Intellectual
Property used by the Company in its business and the manner of such use and such
counsel has read the Registration Statement and the Prospectus, including
particularly the portions of the Registration Statement and the Prospectus
referring to any Intellectual Property. Specifically, such counsel has reviewed
the statements (the "Intellectual Property Disclosure") in the Registration
Statement and the Prospectus under the captions:

     -    "Risk Factors - We may be unable to effectively protect our
          intellectual property, "

     -    "Risk Factors -Our business depends on attracting and retaining
          collaborators and licensors," and

     -    "Business - Collaborations and Licenses," and "Business - Patents and
          Proprietary Technology."

          In addition, such counsel has reviewed the statements in Item 1 of the
Company's Annual Report on Form 10-K for the period ended December 31, 1998
under the caption "Patents and Proprietary Technology" (the "10-K Patent
Disclosure"). Insofar as the statements contained in the Intellectual Property
Disclosure and the 10-K Patent Disclosure relate to any Intellectual Property
owned, licensed, or otherwise employed by the Company and its subsidiaries, they
are accurate and complete and fairly present the information set forth therein.

               Such counsel has no reason to believe that the information
contained in the Intellectual Property Disclosure in the Registration Statement
and the Prospectus at the time the Registration Statement became effective and
on the date of the Underwriting Agreement contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statement therein not misleading. Such counsel
has no reason to believe that, at the Closing Date, the information contained in
the Intellectual Property Disclosure in the Prospectus or any amendment or
supplement to the Intellectual Property Disclosure in the Prospectus contains
any untrue statement of a material fact or omits 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.

          To the best of such counsel's knowledge, the Company owns or
possesses, or can acquire on reasonable terms, all Intellectual Property
currently employed by them in connection with the business now operated by them
except where the failure to own or possess or otherwise be able to acquire such
Intellectual Property would not, singly or in the aggregate, have a material
adverse effect on the business, prospects, financial condition or results of
operations of the Company.


<PAGE>

          Based upon a review of the third party rights made known to such
counsel and discussions with scientific personnel of the Company, such counsel
is not aware of any valid United States or foreign patent, that is or would be
infringed by the activities of the Company in the manufacture, use or sale of
any presently proposed product, the technologies employed by the Company or the
method of their use in any presently proposed product, each as described in the
Prospectus and as such are related to the foregoing technology and products.

          Such counsel has reviewed the Company patent applications which
are identified in the Patent Schedule included with this letter, and in such
counsel's opinion the Company Patent Applications have been properly prepared
and filed, and are being diligently pursued by the Company, and the inventions
described in the Company patent applications are owned by, have been assigned to
or are licensed to the Company.

          To such counsel's knowledge except as disclosed in the registration
statement and prospectus no party or individual has any right or claim in any of
the inventions, patents or patent applications listed in the Patent Schedule and
to the best of such counsel's knowledge each of the Company patent applications
discloses patentable subject matter.

          To the best of such counsel's knowledge, the Company is not infringing
or otherwise violating any Intellectual Property of others, unless otherwise
disclosed in the Registration Statement and the Prospectus. To the best of such
counsel's knowledge, the Company has not received any notice of infringement of
or conflict with asserted rights of others with respect to any Intellectual
Property.

          Such counsel knows of no legal or governmental proceedings that are
pending or, to the best of such counsel's knowledge, that are threatened,
relating to any Intellectual Property, except (A) as disclosed in the
Registration Statement and the Prospectus or (B) which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
have a material adverse effect on the business, prospects, financial condition
or results of operations of the Company.

          To the best of such counsel's knowledge, there are no contracts or
other documents relating to any Intellectual Property required to be filed as an
exhibit to the Registration Statement or required to be described in the
Registration Statement or the Prospectus that are not so filed or described as
required.

The opinion of such counsel shall be rendered to you at the request of the
Company and shall so state therein.

<PAGE>


                                    Annex III

                   Form of Legal Opinion of Regulatory Counsel

         You shall have received on the Closing Date an opinion (satisfactory to
you and counsel for the Underwriters), dated the Closing Date, of Covington &
Burling, special regulatory counsel for the Company, to the effect that such
counsel has acted as special counsel to the Company with respect to certain
United States Food and Drug Administration ("FDA") regulatory matters. In such
counsel's capacity as special FDA regulatory counsel to the Company, such
counsel has reviewed at your request those portions of the Registration
Statement and the Prospectus set forth under the captions "Risk Factors - Our
product candidates will take at least several years to develop, and we cannot
assure you that we will successfully develop, market, and manufacture these
products", "Risk Factors - If we are unable to satisfy the regulatory
requirements for our clinical trials, we will not be able to commercialize our
drug candidates", "Risk Factors - If we are unable to satisfy governmental
regulations relating to the development of our drug candidates, we may be unable
to obtain necessary regulatory approvals to commercialize our products", "Risk
Factors - Our products, even if approved by the FDA or foreign regulatory
agencies, may not be accepted by physicians, insurers or patients", "Risk
Factors - We have no manufacturing experience and will depend on third parties
to manufacture our products", "Risk Factors - Failure to obtain adequate
reimbursement from government health administration authorities, private health
insurers and other organizations could materially adversely affect our future
business, results of operations and financial condition",
"Business-Manufacturing", "Business - Government Regulation - FDA Requirements
for Drug Compounds", "Business - Government Regulation - Manufacturing", and ",
"Business - Government Regulation - Manufacturing" (collectively, the
"Regulatory Disclosure").

         In rendering the opinion, such counsel may state that it has examined
originals, or copies that are identified as being true copies of originals, of
submissions made by the Company to FDA pertaining to the Company's product
candidates identified in the Registration Statement and Prospectus and related
correspondence between FDA and the Company, clinical trial protocols submitted
to FDA, representative clinical investigator files for each clinical trial, and
records of drug shipments to investigators, in all such cases pertaining to such
product candidates, which documents were identified to such counsel by the
Company as all of the material FDA regulatory documents and communications in
the Company's possession. Such counsel may state that it has also relied upon
oral statements of Company representatives as to matters of fact and has made no
other investigation of fact.

         Such counsel is of the opinion that:

         (1) the statements in the Regulatory Disclosure, insofar as such
statements purport to describe or summarize applicable provisions of the Federal
Food, Drug, and Cosmetic Act ("FDCA") and the regulations promulgated
thereunder, are accurate and complete in all material respects and fairly
present the information set forth therein;

         (2) the Company has obtained such licenses, permits, approvals, and
authorizations required by FDA that are necessary for the conduct of the
business of the Company as it is currently


<PAGE>

conducted and described in the Registration Statement and the Prospectus and to
such counsel's knowledge such authorizations are in effect;

         (3) such counsel is not aware of any lawsuit or regulatory proceeding,
pending or threatened, brought by or before the FDA, in which the Company is or
would be the defendant or respondent, nor is such counsel aware of any adverse
judgment, decree, or order currently in effect that has been issued by the FDA
against the Company.

         Such counsel shall inform you that, in the course of such counsel's
representation of the Company on matters as to which such counsel has been
consulted from time to time in their capacity as special FDA counsel, no
information has come to such counsel's attention that causes it to believe (1)
that the Regulatory Disclosure in the Registration Statement, as of the date the
Registration Statement was declared effective, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or (2) that
the Regulatory Disclosure in the Prospectus, as of the date of the Prospectus or
as of the date hereof, contains any untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

The opinion of such counsel shall be rendered to you at the request of the
Company and shall so state therein.

<PAGE>
                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


    We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" in Amendment No. 3 to the
Registration Statement (Form S-3) and related Prospectus of CV Therapeutics,
Inc. for the registration of 4,600,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 26, 1999, with
respect to the consolidated financial statements of CV Therapeutics, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.


                                                  /s/ ERNST & YOUNG LLP


Palo Alto, California
October 5, 1999



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