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PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Dan Spiegelman
SVP & Chief Financial Officer
650/812-9509
or
Christopher Chai
Treasurer & Director,
Investor Relations
650/812-9560
CV THERAPEUTICS AMENDS STOCKHOLDER RIGHTS PLAN
PALO ALTO, CA (July 21, 19992000) - CV Therapeutics, Inc.
(Nasdaq: CVTX) announced that its Board of Directors had approved
amendments to its previously-approved Stockholder Rights Plan.
The amendments approved by the Board included lowering the
trigger percentage from a 20 percent ownership interest to a 15
percent ownership interest.
The Rights Plan, as amended, is designed to enable all CVT
stockholders to realize the full value of their investment and to
provide for fair and equal treatment for all stockholders in the
event that an unsolicited attempt is made to acquire CVT. The
Rights Plan, as amended, is intended as a means to guard against
abusive takeover tactics and is not in response to any particular
proposal.
The rights were distributed to CVT stockholders in
February 1999 as a non-taxable dividend and expire in ten years
from February 23, 1999, the Record Date. The rights are
exercisable only if a person or group acquires 15 percent or more
of CVT Common Stock or announces a tender offer of CVT's Common
Stock. If a person acquires 15 percent or more of CVT's Common
Stock, all rightsholders except the potential buyer are entitled
to acquire CVT Common Stock at a discount. The effect is to
discourage acquisitions of more than 15 percent of CVT's Common
Stock without negotiations with the CVT Board of Directors.
The rights trade with CVT's Common Stock, unless and until
they are separated upon the occurrence of certain future events.
The rights distribution was not taxable to the stockholders,
and the amendment of the Stockholder Rights Plan is similarly not
taxable to the stockholders. CVT's Board of Directors may
terminate the Rights Plan, as amended, at any time or redeem the
rights prior to the time a person acquires more than 15 percent
of CVT Common Stock.
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In addition to historical information, this press release
contains forward-looking statements that involve risks and
uncertainties, including, but not limited to uncertainties
related to the Company's early stage of development. These
factors are more fully discussed in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999.
CV Therapeutics, Inc., headquartered in Palo Alto, CA, is a
biopharmaceutical company focused on the application of molecular
cardiology to the discovery, development and commercialization of
novel, small molecule drugs for the treatment of cardiovascular
diseases. CVT is currently conducting clinical trials for two of
its products. Ranolazine, the first in a new class of compounds
known as partial fatty acid oxidation (pFOX) inhibitors for the
potential treatment of angina, is in Phase III clinical trials.
CVT-510, an A1 adenosine receptor agonist, for the potential
treatment of atrial arrhythmias, is in Phase II clinical trials.
For more information, please visit CV Therapeutics' web site at
www.cvt.com.
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