<PAGE>

                                            Confidential treatment has been
                                            requested for portions of this
                                            document. Brackets indicate portions
                                            of text that have been omitted. A
                                            separate filing of such omitted text
                                            has been made with the Commission as
                                            part of the Company's application
                                            for confidential treatment.

                                                                 EXHIBIT 10.32

                         AMENDMENT TO LICENSE AGREEMENT

         THIS AMENDMENT TO LICENSE AGREEMENT (the "Amendment") is made and
entered into effective as of July 3, 1997 (the "Amendment Date"), by and between
CV THERAPEUTICS, INC., a Delaware corporation having its principal place of
business at 3172 Porter Drive, Palo Alto, California 94304 ("CVT"), and SYNTEX
(U.S.A.), INC., a Panamanian corporation whose address is 3401 Hillview Avenue,
Palo Alto, California 94304 ("Syntex"). Capitalized terms used in this Amendment
that are not otherwise defined herein shall have the same meanings as such terms
are defined in the Prior Agreement (as defined below).

                                    RECITALS

         A. CVT and Syntex entered into a License Agreement dated March 27, 1996
(the "Prior Agreement"), under which Syntex granted to CVT an exclusive license
in the CVT Territory to develop, register, make or have made, use, offer for
sale, sell, or import the Compound.

         B. The parties desire to amend the terms of the Prior Agreement to set
forth new milestone payments to replace those in the Agreement, to provide for
CVT to issue to Syntex a certain number of shares of CVT registered common stock
and to establish royalty rates on Net Sales of Licensed Products marketed by CVT
with a third party partner. The Prior Agreement, as amended by this Amendment,
shall constitute the "Agreement."

         NOW, THEREFORE, the parties agree as follows:

1.       AMENDMENT OF THE PRIOR AGREEMENT

         The parties hereby agree to amend the terms of the Prior Agreement as
of the Amendment Date as provided below.

         1.1      AMENDMENT  OF  SECTION  5.1(b).  Section  5.1(b) of the Prior
Agreement  is hereby  amended  and restated to read in its entirety as follows:

                  "b)      CVT will pay Syntex the following additional amounts
                           in milestone payments upon the first occurrence of
                           each of the following milestones in the CVT Territory
                           as follows:

                           1)       Subject to 5.1(c) below, One Million Dollars
                                    ($1,000,000) upon the identification of the
                                    mechanism of action of the Compound but in
                                    no event later than July 3, 1997;

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<PAGE>

                           2)       Seven Million Dollars ($7,000,000) upon the
                                    first NDA approval of a Licensed Product for
                                    sale by the approval authority equivalent to
                                    the FDA in a major market in Europe or by
                                    the rapporteur in a European country with a
                                    rapporteur system or by the EMEA for EU-wide
                                    approval. For the purposes hereof, "major
                                    market" shall mean any of the following
                                    countries: France, Germany, Italy and the
                                    United Kingdom; and "rapporteur" shall mean
                                    a country in which a product registration
                                    serves as a basis for obtaining by reference
                                    a registration on the same product in
                                    another country.

                           For the purposes of this  Section  5.1(b),  [ * ]
shall mean any of the  following [ * ] and [ * ] shall mean [ * ].

                           3)       Seven Million Dollars ($7,000,000) upon the
                                    approval of the NDA (or comparable
                                    application) for sale of a Licensed Product
                                    by the FDA or the approval authority
                                    equivalent to the FDA in a second major
                                    market country or by the rapporteur in a
                                    European country with a rapporteur system or
                                    by the EMEA for EU-wide approval. In the
                                    event that no second NDA approval is given
                                    within two (2) years of the first NDA
                                    approval, then a Three Million Dollar
                                    ($3,000,000) milestone payment shall be due
                                    from CVT to Syntex at the end of such two
                                    (2) year period, creditable against the
                                    second Seven Million Dollar ($7,000,000)
                                    milestone payment in the event that such
                                    second Seven Million Dollar ($7,000,000)
                                    milestone payment is subsequently made by
                                    CVT to Syntex. In the event rapporteur
                                    approval resulted in a payment under
                                    paragraph 2 above, then the payment under
                                    this paragraph 3 shall be due upon receipt
                                    of actual approval for sale (which shall not
                                    require pricing approval) in a second major
                                    market country.

         1.2 EQUITY. The parties hereby agree to amend Section 5.1 of the Prior
Agreement to add new subsections 5.1(d) and 5.1(e) which will read in their
entirety as follows:

         "EQUITY

                  d)       Upon the Amendment Date, CVT shall issue to Syntex
                           seventy-five thousand (75,000) shares of CVT's common
                           stock (the "Shares"). As soon as practicable after
                           November 22, 1997, CVT shall file a registration
                           statement with the Securities and Exchange Commission
                           under the Securities Act of 1933, as amended (the
                           "Securities Act") covering the registration of the
                           Shares. CVT shall use all reasonable efforts to cause
                           such registration statement to be declared effective,
                           and to keep such registration statement effective
                           until the earlier of three hundred sixty five (365)
                           days following the effective date or the date that
                           Syntex has completed the distribution related
                           thereto.

                                       2
<PAGE>


                  e)       Syntex understands that the Shares have not been
                           registered under the Securities Act. Syntex
                           understands that the Shares are being offered and
                           sold pursuant to an exception from registration
                           contained in the Securities Act based on Syntex's
                           representations contained in this Amendment. Syntex
                           hereby represents and warrants as follows:

                           (1)      Syntex has substantial experience in
                                    evaluating and investing in private
                                    placement transactions of securities in
                                    companies similar to CVT so that it is
                                    capable of evaluating the merits and risks
                                    of its investment in CVT and has the
                                    capacity to protect its own interests.
                                    Syntex must bear the economic risk of this
                                    investment indefinitely unless the Shares
                                    are registered pursuant to the Securities
                                    Act or an exemption from registration is
                                    available.

                           (2)      Syntex is acquiring the Shares for its own
                                    account for investment only, and not with a
                                    view towards their distribution.

                           (3)      Syntex represents that by reason of its
                                    management's business or financial
                                    experience, Syntex has the capacity to
                                    protect its interests in connection with the
                                    transactions contemplated by this Amendment.
                                    Syntex is not aware of any publication or
                                    advertisement in connection with the
                                    transactions contemplated in the Amendment.

                           (4)      Syntex represents that it is an accredited
                                    investor within the meaning of Regulation D
                                    under the Securities Act.

                           (5)      Syntex has received: (i) CVT's Annual Report
                                    on Form 10-K for the year ended December 31,
                                    1996, including the audited financial
                                    statements contained therein; (ii) CVT's
                                    Quarterly Report on Form 10-Q for the
                                    quarter ended March 31, 1997, including the
                                    unaudited financial statements contained
                                    therein; (iii) CVT's Annual Report to
                                    Stockholders; and (iv) CVT's Annual Proxy
                                    Statement for the 1997 Annual Meeting of
                                    Stockholders. Syntex has had an opportunity
                                    to discuss CVT's business, management and
                                    financial affairs with CVT's directors,
                                    officers and management and has had the
                                    opportunity to ask questions of and receive
                                    answers from CVT and its management
                                    regarding the terms and conditions of this
                                    investment.

                           (6)      Syntex understands that the Shares may not
                                    be sold, transferred or otherwise disposed
                                    of without registration under the Securities
                                    Act or an exemption therefrom, and that in
                                    the absence of an effective registration
                                    statement covering the Shares or an
                                    available exemption from registration under
                                    the Securities Act, the Shares must be held
                                    indefinitely. In particular, Syntex is aware
                                    that the

                                       3
<PAGE>

                                    Shares many not be sold pursuant to
                                    Rule 144 promulgated under the Securities
                                    Act unless all of the conditions of that
                                    Rule are met.

                           (7)      The certificate evidencing the Shares shall
                                    be endorsed with the following legend:

                                    "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
                                    REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                    AS AMENDED, AND MAY NOT BE SOLD,
                                    TRANSFERRED, ASSIGNED, PLEDGED OR
                                    HYPOTHECATED UNLESS AND UNTIL REGISTERED
                                    UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
                                    RECEIVED AN OPINION OF COUNSEL OR OTHER
                                    EVIDENCE, SATISFACTORY TO THE COMPANY AND
                                    ITS COUNSEL THAT SUCH REGISTRATION IS NOT
                                    REQUIRED."

         1.3      AMENDMENT OF SECTION 5.2.  Section 5.2 of the Prior  Agreement
is hereby  amended and restated to read in its entirety as follows:

         "5.2 CVT shall pay the following royalties to Syntex on Net Sales of
the Licensed Products. Such royalties shall be paid on a product-by-product and
country-by-country basis according to the following rates:

                  a)       For Net Sales of a Licensed Product as to which
                           Syntex Patents and Know-How cover the manufacture,
                           use, sale, offer for sale, or import of the Licensed
                           Product, and which Licensed Product is [ * ] a rate
                           of [ * ].

                  b)       For Net Sales of a Licensed Product as to which
                           Syntex Patents and Know-How cover the manufacture,
                           use, sale, offer for sale, or import of the Licensed
                           Product and which Licensed Product is [ * ] the
                           royalty rate shall be determined under the following
                           schedule for the applicable amount of world-wide Net
                           Sales on an annual basis, incrementally applied.
<TABLE>
<CAPTION>
                           ANNUAL NET SALES OF                APPLICABLE ROYALTY
                           LICENSED PRODUCT [ * ]             RATE
                           <S>                                        <C>

                           Up to [ * ] million                        [ * ]

                           Greater than [ * ] million but             [ * ]
                           less than [ * ] million

                           Greater than [ * ] million                 [ * ]
</TABLE>


                           For example, in the event that Net Sales of Licensed
                           Products during a particular calendar year under
                           Section 5.2 b) are [ * ] million, the royalty

                                      4
<PAGE>

                           rate on the first [ * ] million of Net Sales will be
                           [ * ] and the royalty rate on the subsequent [ * ]
                           million of Net Sales will be [ * ].

                  c)       For sales of a Licensed Product in a country of the
                           CVT Territory in which competition by products having
                           the same active compound as the Licensed Product
                           exceeds [ * ] in terms of unit sales, based on IMS
                           data or equivalent independent survey, a royalty
                           reduced to [ * ] of the rates shown in Section 5.2 a)
                           or 5.2 b) above for as long as such competition
                           continues to exceed [ * ]."

2.       MISCELLANEOUS

         2.1 FULL FORCE AND EFFECT. This Amendment amends the terms of the Prior
Agreement and is deemed incorporated into, and governed by all the other terms
of, the Prior Agreement. The provisions of the Agreement, as amended by this
Amendment, remain in full force and effect.

         2.2 COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Amendment in
duplicate originals by their authorized officers as of the date and year first
above written.


                                    SYNTEX (U.S.A.), INC.


                                    By:     /s/ David R. Austin
                                         ---------------------------------------

                                    Name:       David R. Austin
                                           -------------------------------------

                                    Title:        V.P.
                                            ------------------------------------

                                    Date:            8/4/97
                                           -------------------------------------



                                    CV THERAPEUTICS, INC.


                                    By:         /s/ Louis Lange
                                         ---------------------------------------

                                    Name:           Louis Lange
                                           -------------------------------------

                                    Title:         CEO
                                            ------------------------------------

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<PAGE>


                                    Date:            7/23/97
                                           -------------------------------------

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