exv10w69






Exhibit 10.69




CYTOKINETICS, INCORPORATED




AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT




     This Amended and Restated Executive Employment Agreement (this “Agreement”) is made
and entered into by and between Robert I. Blum (“Executive”) and Cytokinetics,
Incorporated, a Delaware corporation (the “Company”), effective as of May 21, 2007 (the
“Effective Date”).



BACKGROUND




     A. It is expected that the Company from time to time will consider a possible acquisition by
another company or other change of control. The Board of Directors of the Company (the
“Board”) recognizes that such consideration can be a distraction to Executive and can cause
Executive to consider alternative employment opportunities. The Board has determined that it is in
the Company’s and its stockholders’ best interests to assure that the Company will have the
continued dedication and objectivity of Executive, notwithstanding the possibility, threat or
occurrence of a change of control of the Company.



     B. The Board believes that it is in the Company’s and its stockholders’ the best interests of
to provide Executive with an incentive to continue his or her employment and to motivate Executive
to maximize the value of the Company upon a change of control for the benefit of its stockholders.



     C. The Board believes that it is in the Company’s the best interests to provide Executive with
certain severance benefits upon Executive’s termination of employment following a change of
control. These benefits will provide Executive with enhanced financial security and incentive and
encouragement to remain with the Company notwithstanding a possible change of control.



     D. This Agreement is intended to supersede and replace in its entirety that certain Executive
Employment Agreement by and between the Company and Executive dated May 21, 2007, in order to bring
the compensation arrangements between the parties into conformance with Section 409A (as defined
below) and clarify certain matters.



AGREEMENT




     The parties hereby agree as follows:



     1. Definition of Terms. The following capitalized terms referred to in this Agreement
will have the following meanings:



          (a) “Arbitration Agreement” means the Arbitration Agreement by and between the Company
and Executive, as may be amended from time to time, and any successor agreement thereto.




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          (b) “Benefit Plans” means plans, policies or arrangements that the Company sponsors
(or participates in) and that immediately prior to Executive’s termination of employment provide
Executive and/or Executive’s eligible dependents with medical, dental, vision and/or financial
counseling benefits. Benefit Plans do not include any other type of benefit (including, but not by
way of limitation, disability, life insurance or retirement benefits). A requirement that the
Company provide Executive and Executive’s eligible dependents with coverage under the Benefit Plans
will not be satisfied unless the coverage is no less favorable, taken as a whole, than that
provided to other Officers at the same time during the period Executive is entitled to receive
severance pursuant to this Agreement. The Company may, at its option, satisfy any requirement that
the Company provide coverage under any Benefit Plan by reimbursing Executive’s premiums under
Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) after
Executive has properly elected continuation coverage under COBRA (in which case Executive will be
solely responsible for electing such coverage for his or her eligible dependents).




          (c) “Cause” means any of the following:




               (i) Executive’s failure by to substantially perform Executive’s duties with the Company (other
than due to Executive’s incapacity as a result of physical or mental illness for a period not to
exceed 90 days);



               (ii) Executive’s engaging in conduct which is materially injurious to the Company, its
business or reputation, or which constitutes gross misconduct;



               (iii) Executive’s material breach of this Agreement, the Invention Agreement or any other
agreements between Executive and the Company;



               (iv) Executive’s material breach, or act or omission in material contravention of, the
Company’s policies adopted by the Board or any committee thereof, including, without limitation,
the Company’s Code of Ethics, Insider Trading Compliance Program, Disclosure Process and Procedures
and Corporate Governance Guidelines;



               (v) Executive’s conviction for or admission or plea of no contest with respect to a felony; or



               (vi) Executive’s act of fraud against the Company, misappropriation of material property
belonging to the Company, or act of violence against an officer, director, employee, contractor,
agent or representative of the Company;



          provided, however, that if any of the foregoing events in (i), (iii) or (iv) are reasonably
capable of being cured, such event will only be deemed to be “Cause” if the Company has provided
written notice to Executive describing the nature of such event, and Executive fails to cure such
event to the Company’s reasonable satisfaction within thirty (30) days of his or her receipt of
such notice.




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          (d) “Change of Control” means the occurrence of any of the following:




               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities; or



               (ii) The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or



               (iii) The consummation of the sale, lease or other disposition by the Company of all or
substantially all the Company’s assets.



               (iv) Any action or event occurring within a two-year period, as a result of which fewer than a
majority of the directors of the Company are Incumbent Directors. “Incumbent Director”
means a director of the Board who either (A) is a director of the Board as of the Effective Date,
or (B) is elected, or nominated for election, to the Board with the affirmative votes of at least a
majority of those directors whose election or nomination did not occur in connection with any
transaction described in subsection (d)(i), (d)(ii) or (d)(iii) above.



          (e) “Code” means the Internal Revenue Code of 1986, as amended.




          (f) “Disability” means that Executive has been unable to perform his or her Company
duties as the result of his or her incapacity due to physical or mental illness, and such
inability, at least twenty-six (26) weeks after its commencement, is determined to be total and
permanent by a physician selected by the Company or its insurers and reasonably acceptable to
Executive or Executive’s legal representative. Termination resulting from Disability may only be
effected after at least thirty (30) days’ written notice by the Company of its intention to
terminate Executive’s employment. If Executive resumes the performance of substantially all of his
or her duties hereunder before the termination of his or her employment becomes effective, the
notice of intent to terminate will automatically be deemed to have been revoked.




          (g) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (h) “Good Reason” means the occurrence of any one or more of the following conditions,
unless agreed to by Executive in writing or as set forth below:





	 	(i)	 	A material diminution in the Executive’s
base compensation;
	 
	 	(ii)	 	A material diminution in the Executive’s
authority, duties or responsibilities;





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	 	(iii)	 	A material diminution in the authority,
duties, or responsibilities of the supervisor to whom the Executive
is required to report, e.g., a requirement that the Executive report
to a corporate officer or employee instead of reporting directly to
the board of directors of a corporation (or similar governing body
with respect to an entity other than a corporation);
	 
	 	(iv)	 	A material diminution in the budget over
which the Executive retains authority prior to such change;
	 
	 	(v)	 	A material change in the geographic
location at which the Executive must perform the services (i.e., the
relocation of Executive’s place of employment to a location more than
50 miles from the Company’s office location at the time of the Change
of Control); or
	 
	 	(vi)	 	Any other action or inaction that
constitutes a material breach by the Company or a successor entity of
this Agreement;




provided that, to establish “Good Reason,” Executive must give written notice of occurrence of the
applicable event to the Company within ninety (90) days of the initial existence of the condition.
If such condition is not cured to Executive’s reasonable satisfaction within thirty (30) days from
the Company’s receipt of such notice, then Executive may exercise Executive’s rights under this
Agreement to resign for Good Reason, provided that if Executive has not exercised such right within
forty-five (45) days of the date of such notice, Executive will be deemed to have agreed to the
occurrence of such event.




          (i) “Invention Agreement” means the Proprietary Information and Invention Assignment
Agreement by and between the Company and Executive, as may be amended from time to time, and any
successor agreement thereto.




          (j) “Officer” means an “officer” of the Company, as defined in Rule 16a-1(f) under the
Exchange Act.




          (k) “Section 409A” means Section 409A of the Code and the final regulations and any
guidance promulgated thereunder.




          (l) “Section 409A Limit” means two (2) times the lesser of: (i) Executive’s annualized
compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year
preceding the Company’s taxable year of Executive’s termination of employment as determined under
Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with
respect thereto; and (ii) the maximum amount that may be taken into account under a qualified plan
pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is
terminated.




          (m) “Treasury Regulations” means Title 26 of the U.S. Code of Federal Regulations.




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     2. Term of Agreement. This Agreement will terminate upon the date that all of the
obligations of the parties hereto with respect to this Agreement have been satisfied.



     3. At-Will Employment. The Company and Executive acknowledge that Executive’s
employment is and will continue to be at-will, as defined under applicable law. If Executive’s
employment terminates for any reason, including (without limitation) any termination prior to a
Change of Control, Executive will not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement or by law.



     4. Duties and Scope of Employment.



          (a) Positions and Duties. As of the Effective Date, Executive will serve as President
and Chief Executive Officer of the Company. Executive will render such business and professional
services in the performance of his or her duties, consistent with Executive’s position within the
Company, as will reasonably be assigned to him by the Board.




          (b) Obligations. While Executive is employed by the Company, Executive will (i)
perform his or her duties faithfully and to the best of his or her ability and will devote his or
her full business efforts and time to the Company, and (ii) not engage in any other employment,
occupation or consulting activity for any material direct or indirect remuneration without the
Board’s prior approval.




     5. Compensation.



          (a) Base Salary. While Executive is employed by the Company, the Company will pay
Executive an annual salary as determined in the discretion of the Board or any committee thereof.
The base salary will be paid periodically in accordance with the Company’s normal payroll practices
and will be subject to the usual, required withholding. Executive’s salary will be subject to
review and adjustments will be made based upon the Company’s normal performance review practices.




          (b) Performance Bonus. Executive will be eligible to receive an annual bonus and
other bonuses, less applicable withholding taxes, as determined by the Board or any committee
thereof in the Board’s or such committee’s sole discretion.




          (c) Equity Compensation. Executive will be eligible to receive stock option grants,
and other equity compensation awards, as determined by the Board or any committee thereof in the
Board’s or such committee’s sole discretion.




     6. Employee Benefits. While Executive is an employee of the Company, Executive will
be entitled to participate in the Benefit Plans currently and hereafter maintained by the Company
of general applicability to other Officers, subject to any eligibility or other terms of such
Benefit Plans. The Company reserves the right to cancel or change the Benefit Plans it offers to
its employees at any time.



     7. Vacation. Executive will be entitled to vacation in accordance with the Company’s
vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed
to by the parties hereto.



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     8. Expenses. The Company will reimburse Executive for reasonable travel,
entertainment or other expenses incurred by Executive in the furtherance of or in connection with
the performance of Executive’s duties as an employee of the Company, in accordance with the
Company’s expense reimbursement policy as in effect from time to time.



     9. Severance Benefits.



          (a) Involuntary Termination Following a Change of Control. If within eighteen (18)
months following a Change of Control:





	 	(X)	 	(i) Executive terminates his or her employment
with the Company (or any parent or subsidiary of the Company) for Good
Reason, or






	 	(ii)	 	the Company (or any parent or subsidiary of the Company)
terminates Executive’s employment for other than Cause; and






	 	(Y)	 	Executive signs and does not revoke a standard
release of claims with the Company in a form reasonably acceptable to
the Company;




then Executive will receive the following severance from the Company:




               (i) Severance Payment. Executive will be entitled to (A) receive continuing payments
of severance pay (less applicable withholding taxes) at a rate equal to Executive’s base salary
rate, as then in effect, for a period of twenty-four (24) months from the date of such termination,
to be paid periodically in accordance with the Company’s normal payroll policies; and (B) a
lump-sum payment equal to 100% of Executive’s target annual bonus as of the date of such
termination.



               (ii) Equity Awards. All of Executive’s then-outstanding equity awards, including,
without limitation, stock options and restricted stock awards, will immediately vest and, if
applicable, become exercisable, as to 100% of such award.



               (iii) Continued Employee Benefits. Executive will receive Company-paid coverage for
Executive and Executive’s eligible dependents under the Company’s Benefit Plans for a period equal
to the shorter of (A) twenty-four (24) months, and (B) such time as Executive secures employment
with benefits substantially similar, taken as a whole, to those provided under the Company’s
Benefit Plans at that time.



          (b) Timing of Severance Payments.




               (i) General. Any lump-sum severance payment to which Executive is entitled will be
paid by the Company to Executive in cash and in full, within ten (10) calendar days after the date
of the termination of Executive’s employment as provided in Section 9(a), or if later, the
effective date of the release of claims, and any other severance payments will be paid in
accordance with normal payroll policies as provided in Section 9(a). If Executive should die
before all amounts have been paid, such unpaid amounts will be paid in a lump-sum payment to



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Executive’s designated beneficiary, if living, or otherwise to the personal representative of
Executive’s estate.




               (ii) Section 409A.



                    (A) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified
employee” within the meaning of Section 409A at the time of Executive’s termination (other than due
to death), then the severance payable to Executive, if any, pursuant to this Agreement, together
with any other severance payments or separation benefits that are considered deferred compensation
under Section 409A (together, the “Deferred Compensation Separation Benefits”) that would
otherwise be payable within the first six (6) months following Executive’s termination of
employment, will instead become payable on the first payroll date that occurs on or after the date
six (6) months and one (1) day following the date of Executive’s termination of employment. All
subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with
the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the
contrary, if Executive dies following his or her termination but prior to the six (6) month
anniversary of his or her termination, then any payments delayed in accordance with this paragraph
will be payable in a lump sum as soon as administratively practicable after the date of Executive’s
death and all other Deferred Compensation Separation Benefits will be payable in accordance with
the payment schedule applicable to each payment or benefit. Each payment and benefit payable under
this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2)
of the Treasury Regulations.



                    (B) Any amount paid under this Agreement that satisfies the requirements of the “short-term
deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute
Deferred Compensation Separation Benefits for purposes of clause (i) above.



                    (C) Any amount paid under this Agreement that qualifies as a payment made as a result of an
involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations that do not exceed the Section 409A Limit will not constitute Deferred Compensation
Separation Benefits for purposes of clause (i) above.



                    (D) The foregoing provisions are intended to comply with the requirements of Section 409A so
that none of the severance payments and benefits to be provided hereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so
comply. The Company and Executive agree to work together in good faith to consider amendments to
this Agreement and to take such reasonable actions which are appropriate or desirable to avoid
imposition of any additional tax or income recognition prior to actual payment to Executive under
Section 409A.



          (c) Voluntary Resignation; Termination for Cause. If Executive’s employment
terminates within eighteen (18) months following a Change of Control (i) voluntarily by Executive
other than for Good Reason or (ii) for Cause by the Company, then Executive will not be entitled to
receive severance or other benefits, except for those as may then




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be established under the Company’s then existing severance plans and Benefits Plans or
pursuant to other written agreements with the Company.




          (d) Disability; Death. If the Company terminates Executive’s employment as a result
of Executive’s Disability, or Executive’s employment terminates due to his or her death, then
Executive will not be entitled to receive severance or other benefits, except for those as may then
be established under the Company’s then existing written severance and Benefits Plans or pursuant
to other written agreements with the Company.




          (e) Termination Apart from Change of Control. If Executive’s employment terminates
for any reason, either prior to the occurrence of a Change of Control or after the eighteen (18)
month period following a Change of Control, then Executive will be entitled to receive severance
and any other benefits only as may then be established under the Company’s existing written
severance plans and Benefits Plans, if any, or pursuant to any other written agreements with the
Company.




          (f) Exclusive Remedy. If Executive’s employment terminates within eighteen (18)
months following a Change of Control, the provisions of this Section 9 are intended to be and are
exclusive and in lieu of any other rights or remedies to which Executive or the Company may
otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement.
Executive will be entitled to no benefits, compensation or other payments or rights upon
termination of employment following a Change in Control other than those benefits expressly set
forth in this Section 9.




     10. Conditional Nature of Severance Payments.



          (a) Invention Agreement. If Executive is in material breach of the Invention
Agreement, including, without limitation, Executive’s obligations of confidentiality and of
non-solicitation contained in the Invention Agreement, then upon such breach by Executive:
(i) Executive will refund to the Company all cash paid to Executive pursuant to Section 9 of this
Agreement; and (ii) all severance benefits pursuant to this Agreement will immediately cease.




          (b) Non-Competition. Executive acknowledges that the nature of the Company’s
business is such that if Executive were to become employed by, or substantially involved in, the
business of a competitor of the Company during the twenty-four (24) months following the
termination of Executive’s employment, it would be very difficult for Executive not to rely on or
use the Company’s trade secrets and confidential information. Accordingly, to avoid the inevitable
disclosure of the Company’s trade secrets and confidential information, Executive agrees and
acknowledges that Executive’s right to receive the severance payments set forth in this Agreement
(to the extent Executive is otherwise entitled to such payments) will be conditioned upon Executive
not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor,
principal, partner, stockholder, corporate officer, director or otherwise), nor having any
ownership interest in or participating in the financing, operation, management or control of, any
person, firm, corporation or business that directly competes with the Company or is a customer of
the Company during such 24-month period. Notwithstanding the foregoing, Executive may own,
directly or indirectly, up to 2% of the capital stock of a company that directly competes with the
Company, provided such capital stock is traded on a




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national securities exchange or through the automated quotation system of a registered
securities association. Upon any breach of this Section, (i) Executive will refund to the Company
all cash paid to Executive pursuant to Section 9 of this Agreement; and (ii) all severance payments
pursuant to this Agreement will immediately cease.




     11. Golden Parachute Excise Tax Gross-Up. If the severance and other benefits
provided for in this Agreement or otherwise payable to Executive constitute “parachute payments”
within the meaning of Section 280G of the Code and will be subject to the excise tax imposed by
Section 4999 of the Code (the “Excise Tax”), then Executive will receive from the Company
(i) an additional cash payment sufficient to pay such  Excise Tax, and (ii) an additional payment
sufficient to pay the cumulative Excise Tax and  all cumulative federal and state income taxes
(including any interest and penalties imposed with respect to such taxes) arising from the payments
made by the Company to Executive pursuant to this sentence ((i) and (ii) collectively, the
“Gross-Up Payment”).  Unless the Company and Executive otherwise agree in writing, the
determination of Executive’s Excise Tax liability and the amount of the Gross-Up Payment required
to be paid under this Section will be made in writing by the Company’s accountants (the
“Accountants”), which will provide detailed supporting calculations both to the Company and
Executive within thirty (30) days after the Company’s receipt of notice from Executive that there
has been a parachute payment, or such earlier time as the Company requests.  Executive will receive
such Gross-Up Payment within thirty (30) days after receipt of the Accountants’ determination, but
no later than the close of the calendar year following the calendar year in which Executive pays
the applicable Excise Tax to the Internal Revenue Service (the “IRS”).  If the IRS
determines that the Excise Tax incurred by Executive is greater or lesser than the amount so
determined by the Accountants (“Overpayment” and “Underpayment,” respectively),
each party agrees to promptly make such additional payment, including interest and any tax
penalties, to the other party as the Accountants reasonably determine is appropriate to ensure that
the net economic effect to Executive under this Section, on an after-tax basis, is as if the
Excise Tax did not apply to Executive; provided, however, that any Underpayment will be made to
Executive no later than the close of the calendar year following the calendar year in which the
Executive pays the Underpayment to the IRS.  For purposes of making the calculations required by
this Section, the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on interpretations of the Code for which there is a “substantial
authority” tax reporting position.  The Company and Executive will furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to make a
determination under this Section.  The Company will bear all costs the Accountants reasonably incur
in connection with any calculations contemplated by this Section. 



     12. Invention and Arbitration Agreements. Executive agrees and acknowledges that the
Invention Agreement and the Arbitration Agreement will continue in full force and effect and
Executive agrees to abide by the terms thereof.



     13. Successors.



          (a) The Company’s Successors. Any successor to the Company (whether direct or
indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or
substantially all of the Company’s business and/or assets will assume the obligations and rights
under this Agreement and agree expressly to perform the obligations under this Agreement




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in the same manner and to the same extent as the Company would be required to perform such
obligations in the absence of a succession. For all purposes under this Agreement, the term
“Company” will include any successor to the Company’s business and/or assets that executes and
delivers an agreement setting forth the assumption described above or that becomes bound by this
Agreement by operation of law.




          (b) Executive’s Successors. This Agreement and all rights of Executive hereunder will
inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees.




     14. Notice.



          (a) General. Notices and all other communications contemplated by this Agreement will
be in writing and will be deemed to have been duly given when personally delivered or when mailed
by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of
Executive, mailed notices will be addressed to him or her at the home address which he or she most
recently communicated to the Company in writing. In the case of the Company, mailed notices will
be addressed to its corporate headquarters, and all notices will be directed to the attention of
its Chief Executive Officer (or, if Executive holds the position of Chief Executive Officer, then
to the Company’s General Counsel).




          (b) Notice of Termination. Any termination by the Company for Cause or by Executive
for Good Reason or as a result of a voluntary resignation will be communicated by a notice of
termination to the other party hereto given in accordance with Section 14(a). Such notice will
indicate the specific termination provision in this Agreement relied upon, will set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination under the
provision so indicated, and will specify the termination date (which will be not more than thirty
(30) days after the giving of such notice).




     15. Miscellaneous Provisions.



          (a) No Duty to Mitigate. Executive will not be required to mitigate the amount of any
payment contemplated by this Agreement, nor, except as otherwise contemplated in this Agreement,
will any such payment be reduced by any earnings that Executive may receive from any other source.




          (b) Waiver and Modification. No provision of this Agreement will be modified, waived
or discharged unless the modification, waiver or discharge is agreed to in writing and signed by
Executive and by an authorized officer of the Company (other than Executive). No waiver by either
party of any breach of, or of compliance with, any condition or provision of this Agreement by the
other party will be considered a waiver of any other condition or provision or of the same
condition or provision at another time.




          (c) Headings. All captions and section headings used in this Agreement are for
convenient reference only and do not form a part of this Agreement.




          (d) Entire Agreement. This Agreement, the Invention Agreement and the Arbitration
Agreement constitute the entire agreement of the parties hereto with respect to their




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respective subject matter, and supersede in their entirety all prior representations,
understandings, undertakings or agreements (whether oral or written and whether expressed or
implied) of the parties with respect to such subject matter.




          (e) Choice of Law. The laws of the State of California (without reference to its
choice of laws provisions that would lead to the application of the laws of another State) will
govern the validity, interpretation, construction and performance of, and any disputes in
connection with, this Agreement.




          (f) Severability. If any provisions herein are found to be unenforceable on the
grounds that they conflict with applicable laws, the parties intend that such provisions be
replaced, reformed or narrowed so that their original business purpose can be accomplished to the
extent permitted by law, and that the remaining provisions will not in any way be affected or
impaired thereby.




          (g) Withholding. All payments made pursuant to this Agreement will be subject to
withholding of applicable income and employment taxes.




          (h) Advice of Counsel; Understanding of Obligations. Each party acknowledges that, in
executing this Agreement, such party has had the opportunity to seek the advice of independent
legal counsel. This Agreement will not be construed against any party by reason of the drafting or
preparation hereof. Executive represents that he or she has read and understood all of his or her
obligations under this Agreement, the Invention Agreement and the Arbitration Agreement, and hereby
confirms the reasonableness of the duration, scope and geographic coverage of such obligations.




          (i) Counterparts. This Agreement may be executed in counterparts, each of which will
be deemed an original, but all of which together will constitute one and the same instrument.




[The remainder of this page is intentionally left blank. The signature page follows.]




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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by
its duly authorized officer, as of the day and year set forth below, to be effective as of the
Effective Date.




	 	 	 	 	 	 	 	 	 
	COMPANY	 	 	 	CYTOKINETICS, INCORPORATED	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ James H. Sabry	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James H. Sabry, M.D., Ph.D.	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Chairman of the Board	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTIVE

	 	 	 	By:	 	/s/ Robert I. Blum	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Robert I. Blum	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	President and Chief Executive
Officer	 	 
	 

	 	 	 	 	 	 	 	 





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