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                                              Execution Copy

            RESALE REGISTRATION RIGHTS AGREEMENT


                            among


                   CV THERAPEUTICS, INC.,



                    MERRILL LYNCH & CO.,
     MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
                J.P. MORGAN SECURITIES INC.,
           FLEETBOSTON ROBERTSON STEPHENS INC. and
               SG COWEN SECURITIES CORPORATION



                     Dated March 7, 2000


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     Resale Registration Rights Agreement (this
"Agreement"), dated March 7, 2000, among CV Therapeutics,
Inc., a Delaware corporation (together with any successor
entity, the "Issuer"), Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), J.P.
Morgan Securities Inc., FleetBoston Robertson Stephens Inc.,
and SG Cowen Securities Corporation (collectively, the
"Initial Purchasers").

     Pursuant to the Purchase Agreement, dated March 1,
2000, between the Issuer and the Initial Purchasers (the
"Purchase Agreement"), the Initial Purchasers have agreed to
purchase from the Issuer up to $175,000,000 ($201,250,000 if
the Initial Purchasers exercise the over-allotment option in
full) in aggregate principal amount of 4_% Convertible
Subordinated Notes due 2007 (the "Notes").  The Notes will
be convertible into fully paid, nonassessable common stock,
par value $.001 per share, of the Issuer  (the "Common
Stock") on the terms, and subject to the conditions, set
forth in the Indenture (as defined herein).  To induce the
Initial Purchasers to purchase the Notes, the Issuer has
agreed to provide the registration rights set forth in this
Agreement pursuant to the Purchase Agreement.

     The parties hereby agree as follows:

     1. Definitions.  As used in this Agreement, the following
capitalized terms shall have the following meanings:

     Advice:  As defined in Section 4(c)(ii) hereof.

     Business Day:  A day other than a Saturday or Sunday or
any federal holiday in the United States.

     Commission:  Securities and Exchange Commission.

     Common Stock:  As defined in the preamble hereto.

     Damages Payment Date:  Each Interest Payment Date.  For
purposes of this Agreement, if no Notes are outstanding,
"Damages Payment Date" shall mean each March 7 and
September 7.

     Effectiveness Period:  As defined in Section 2(a)(iii)
hereof.

     Effectiveness Target Date:  As defined in Section
2(a)(ii) hereof.

     Exchange Act:  Securities Exchange Act of 1934, as
amended.

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     Holder:  A Person who owns, beneficially or otherwise,
Transfer Restricted Securities.

     Indenture:  The Indenture, dated as of March 7, 2000,
between the Issuer and Norwest Bank, Minnesota, N.A., as
trustee, pursuant to which the Notes are to be issued, as
such Indenture is amended, modified or supplemented from
time to time in accordance with the terms thereof.

     Initial Purchasers:  As defined in the preamble hereto.

     Interest Payment Date:  As defined in the Indenture.

     Issuer:  As defined in the preamble hereto.

     Liquidated Damages:  As defined in Section 3(a) hereof.

     Majority of Holders:  Holders holding over 50% of the
aggregate principal amount of Notes outstanding; provided
that, for purpose of this definition, a holder of shares of
Common Stock which constitute Transfer Restricted Securities
and were issued upon conversion of the Notes shall be deemed
to hold an aggregate principal amount of Notes (in addition
to the aggregate principal amount of Notes held by such
holder) equal to the aggregate principal amount of Notes
converted by such Holder into such shares of Common Stock.

     NASD:  National Association of Securities Dealers, Inc.

     Notes:  As defined in the preamble hereto.

     Person:  An individual, partnership, corporation,
unincorporated organization, trust, joint venture or a
government or agency or political subdivision thereof.

     Prospectus:  The prospectus included in a Shelf
Registration Statement, as amended or supplemented by any
prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material
incorporated by reference into such Prospectus.

     Questionnaire Deadline:  As defined in Section 2(b)
hereof.

     Record Holder:  With respect to any Damages Payment
Date, each Person who is a Holder on the record date with
respect to the Interest Payment Date on which such Damages
Payment Date shall occur.  In the case of a Holder of shares
of Common Stock issued upon conversion of the Notes, "Record
Holder" shall mean each Person who is a

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Holder of shares of Common Stock which constitute Transfer Restricted
Securities on the February 20 or August 20 immediately preceding the
Damages Payment Date.

     Registration Default:  As defined in Section 3(a)
hereof.

     Sale Notice:  As defined in Section 4(e) hereof.

     Securities Act:  Securities Act of 1933, as amended.

     Shelf Filing Deadline:  As defined in Section 2(a)(i)
hereof.

     Shelf Registration Statement:  As defined in Section
2(a)(i) hereof.

     Suspension Period:  As defined in Section 4(b)(i)
hereof.

     TIA:  Trust Indenture Act of 1939, as in effect on the
date the Indenture is qualified under the TIA.

     Transfer Restricted Securities:  Each Note and each
share of Common Stock issued upon conversion of Notes until
the earlier of:

          (i)   the date on which such Note or such share of Common
     Stock issued upon conversion has been effectively registered
     under the Securities Act and disposed of in accordance with
     the Shelf Registration Statement;

(ii)  the date on which such Note or such share of Common
Stock issued upon conversion is transferred in compliance
with Rule 144 under the Securities Act or may be sold or
transferred pursuant to Rule 144(k) under the Securities Act
(or any other similar provision then in force); or

(iii) the date on which such Note or such share of Common
Stock issued upon conversion ceases to be outstanding
(whether as a result of redemption, repurchase and
cancellation, conversion or otherwise).

     Underwritten Registration or Underwritten Offering:  A
registration in which securities of the Issuer are sold to
an underwriter for reoffering to the public.

     2. Shelf Registration.

     (a)   The Issuer shall:

          (i)   not later than 90 days after the date hereof (the
     "Shelf Filing Deadline"), cause to be filed a registration
     statement pursuant to Rule 415 under

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     the Securities Act (the "Shelf Registration Statement"), which Shelf
     Registration Statement shall provide for resales of all Transfer
     Restricted Securities held by Holders that have provided the
     information required pursuant to the terms of Section 2(b)
     hereof;

(ii)  use its best efforts to cause the Shelf Registration
Statement to be declared effective by the Commission as
promptly as practicable, but in no event later than 150 days
after the date hereof (the "Effectiveness Target Date"); and

(iii) use its best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended
as required by the provisions of Section 4(b) hereof to the
extent necessary to ensure that (A) it is available for
resales by the Holders of Transfer Restricted Securities
entitled to the benefit of this Agreement and (B) conforms
with the requirements of this Agreement and the Securities
Act and the rules and regulations of the Commission
promulgated thereunder as announced from time to time for a
period (the "Effectiveness Period") of:

               (1)       two years following the last date of original
          issuance of Notes; or

(2)      such shorter period that will terminate when (x)
all of the Holders of Transfer Restricted Securities are
able to sell all Transfer Restricted Securities immediately
without restriction pursuant to Rule 144(k) under the
Securities Act or any successor rule thereto, (y) when all
Transfer Restricted Securities have ceased to be outstanding
(whether as a result of redemption, repurchase and
cancellation, conversion or otherwise) or (z) all Transfer
Restricted Securities registered under the Shelf
Registration Statement have been sold.

     (b)   No Holder may include any of its Transfer Restricted
Securities in the Shelf Registration Statement pursuant to
this Agreement unless such Holder furnishes to the Issuer in
writing, prior to or on the 20th Business Day after receipt
of a request therefor (the "Questionnaire Deadline"), [such
information as the Issuer may reasonably request, including]
the information specified in the form of questionnaire
attached hereto as Exhibit A, for use in connection with the
Shelf Registration Statement or the Prospectus or
preliminary Prospectus included therein and in any
application to be filed with or under state securities laws.
[In connection with all such requests for information from
Holders in addition to that set forth in Exhibit A, the
Issuer shall notify such Holders of the requirements set
forth in the preceding sentence.]  No Holder shall be
entitled to Liquidated Damages pursuant to Section 3 hereof
unless such Holder shall have provided all such requested
information prior to or on the Questionnaire Deadline.

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     3. Liquidated Damages.

     (a)   If:

          (i)   the Shelf Registration Statement is not filed with the
     Commission prior to or on the Shelf Filing Deadline;

(ii)  the Shelf Registration Statement has not been declared
effective by the Commission prior to or on the Effective
Target Date;

(iii) subject to the provisions of Section 4(b)(i) hereof,
the Shelf Registration Statement is filed and declared
effective but, during the Effectiveness Period, shall
thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded within five
Business Days by a post-effective amendment to the Shelf
Registration Statement or a report filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act that cures such failure and, in the case of a
post-effective amendment, is itself immediately declared
effective; or

(iv)  prior to or on the 45th or 60th day, as the case may
be, of any Suspension Period, such suspension has not been
terminated,

          (each such event referred to in foregoing clauses
          (i) through (iv), a "Registration Default"), the
          Issuer hereby agrees to pay liquidated damages
          ("Liquidated Damages") with respect to the
          Transfer Restricted Securities from and including
          the day following the Registration Default to but
          excluding the day on which the Registration
          Default has been cured:

               (A)   in respect of the Notes, to each holder of Notes,
          (x) with respect to the first 90-day period during which a
          Registration Default shall have occurred and be continuing,
          in an amount per year equal to an additional 0.25% of the
          principal amount of the Notes and (y) with respect to the
          period commencing on the 91st day following the day the
          Registration Default shall have occurred and be continuing,
          in an amount per year equal to an additional 0.50% of the
          principal amount of the Notes; provided that in no event
          shall Liquidated Damages accrue at a rate per year exceeding
          0.50% of the principal amount of the Notes; and

(B)   In respect of any shares of Common Stock, to each
holder of shares of Common Stock issued upon conversion of
Notes, (x) with respect to the first 90-day period in which
a Registration Default shall have occurred and be
continuing, in an amount per year equal to 0.25% of

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the principal amount of the converted Notes and (y) with respect
to the period commencing the 91st day following the day the
Registration Default shall have occurred and be continuing,
in an amount per year equal to 0.50% of the principal amount
of the converted Notes; provided that in no event shall
Liquidated Damages accrue at a rate per year exceeding 0.50%
of the principal amount of the converted Notes.

     (b)   All accrued Liquidated Damages shall be paid in
arrears to Record Holders by the Issuer on each Damages
Payment Date by wire transfer of immediately available funds
or by federal funds check.  Following the cure of all
Registration Defaults relating to any particular Note or
share of Common Stock, the accrual of Liquidated Damages
with respect to such Note or share of Common Stock will
cease.

     All obligations of the Issuer set forth in this Section
3 that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a
Transfer Restricted Security shall survive until such time
as all such obligations with respect to such Transfer
Restricted Security shall have been satisfied in full.

     The Liquidated Damages set forth above shall be the
exclusive monetary remedy available to the Holders for such
Registration Default.

     4. Registration Procedures.

     (a)   In connection with the Shelf Registration Statement,
the Issuer shall comply with all the provisions of Section
4(b) hereof and shall use its best efforts to effect such
registration to permit the resale of the Transfer Restricted
Securities in accordance with the intended method or methods
of distribution thereof, and pursuant thereto, shall as
expeditiously as possible prepare and file with the
Commission a Shelf Registration Statement relating to
registration on any appropriate form under the Securities
Act.

(b)   In connection with the Shelf Registration Statement
and any Prospectus required by this Agreement to permit the
resale of Transfer Restricted Securities, the Issuer shall:

          (i)   Subject to any notice by the Issuer in accordance with
     this Section 4(b) of the existence of any fact or event of
     the kind described in Section 4(b)(iii)(D), use its best
     efforts to keep the Shelf Registration Statement continuous
     ly effective during the Effectiveness Period.  Upon the
     occurrence of any event that would cause the Shelf
     Registration Statement or the Prospectus contained therein
     (A) to contain a material misstatement or omission or
     (B) not be effective and usable for resale of Transfer
     Restricted Securities during the Effectiveness Period, the
     Issuer shall file promptly an appropriate amendment to

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     the Shelf Registration Statement or a report filed with the
     Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
     the Exchange Act, in the case of clause (A), correcting any
     such misstatement or omission, and, in the case of either
     clause (A) or (B), use its best efforts to cause any such
     amendment to be declared effective and the Shelf
     Registration Statement and the related Prospectus to become
     usable for their intended purposes as soon as practicable
     thereafter.  Notwithstanding the foregoing, the Issuer may
     suspend the effectiveness of the Shelf Registration
     Statement by written notice to the Holders for a period not
     to exceed an aggregate of 45 days in any 90-day period (each
     such period, a "Suspension Period") if:

               (x)  an event occurs and is continuing as a
          result of which the Shelf Registration Statement
          would, in the Issuer's reasonable judgment,
          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; and

               (y)  the Issuer reasonably determines that
          the disclosure of such event at such time would
          have a material adverse effect on the business of
          the Issuer (and its subsidiaries, if any, taken as
          a whole);

     provided that in the event the disclosure relates to a
     previously undisclosed proposed or pending material
     business transaction, the disclosure of which would
     impede the Issuer's ability to consummate such
     transaction, the Issuer may extend a Suspension Period
     from 45 days to 60 days; provided, however, that
     Suspension Periods shall not exceed an aggregate of 90
     days in any 360-day period.

          (ii)  Prepare and file with the Commission such post-
     effective amendments to the Shelf Registration Statement as
     may be necessary to keep the Shelf Registration Statement
     effective during the Effectiveness Period; cause the
     Prospectus to be supplemented by any required Prospectus
     supplement, and as so supplemented to be filed pursuant to
     Rule 424 under the Securities Act, and to comply fully with
     the applicable provisions of Rules 424 and 430A under the
     Securities Act in a timely manner; and comply with the
     provisions of the Securities Act with respect to the
     disposition of all securities covered by the Shelf
     Registration Statement during the applicable period in
     accordance with the intended method or methods of
     distribution by the sellers thereof set forth in the Shelf
     Registration Statement or Prospectus supplement.

(iii) Advise the selling Holders that have provided the
information required by Section 4(d) of this Agreement,
Merrill Lynch, as representative of the Initial Purchasers,
and the underwriter(s), if any, promptly (but in any event

<PAGE>

within five Business Days) and, if requested by such
Persons, confirm such advice in writing:

               (A)   with respect to the Shelf Registration Statement or
          any post-effective amendment thereto, when the same has
          become effective, and when the Prospectus or any Prospectus
          supplement or post-effective amendment has been filed,

(B)   of any request by the Commission for amendments to the
Shelf Registration Statement or amendments or supplements to
the Prospectus or for additional information relating
thereto,

(C)   of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration
Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of
the preceding purposes, or

(D)   of the existence of any fact or the happening of any
event, during the Effectiveness Period, that makes any
statement of a material fact made in the Shelf Registration
Statement or the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or
changes in the Shelf 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 Shelf
     Registration Statement, or any state securities
     commission or other regulatory authority shall issue an
     order suspending the qualification or exemption from
     qualification of the Transfer Restricted Securities
     under state securities or Blue Sky laws, the Issuer
     shall use its reasonable best efforts to obtain the
     withdrawal or lifting of such order at the earliest
     possible time.

          (iv)  Furnish to each of the selling Holders that have
     provided the information required by Section 4(d) of this
     Agreement, Merrill Lynch, as representative of the Initial
     Purchasers and each of the underwriter(s), if any, before
     filing with the Commission, a copy of the Shelf Registration
     Statement and copies of any Prospectus included therein or
     any amendments or supplements to the Shelf Registration
     Statement or Prospectus (other than documents incorporated
     by reference after the initial filing of the Shelf
     Registration

<PAGE>

     Statement), which documents will be subject to
     the review of such Holders, Merrill Lynch as representative
     of the Initial Purchasers and underwriter(s), if any, for a
     period of at least ten Business Days, and the Issuer will
     not file any Shelf Registration Statement or Prospectus or
     any amendment or supplement to the Shelf Registration
     Statement or Prospectus (other than documents incorporated
     by reference) to which a selling Holder of Transfer
     Restricted Securities covered by the Shelf Registration
     Statement, Merrill Lynch, as representative of the Initial
     Purchasers, or the underwriter(s), if any, shall reasonably
     object within five Business Days after the receipt thereof.
     A selling Holder, Merrill Lynch, as representative of the
     Initial Purchasers, or underwriter, if any, shall be deemed
     to have reasonably objected to such filing if the Shelf
     Registration Statement, amendment, Prospectus or supplement,
     as applicable, as proposed to be filed, contains a material
     misstatement or omission.  Notwithstanding the foregoing,
     the Issuer shall not be required to furnish the selling
     Holders with any amendment or supplement to the Shelf
     Registration Statement or Prospectus filed solely to reflect
     changes to the amount of Notes held by any particular Holder
     at the request of such Holder or immaterial revisions to the
     information contained therein.

(v)   If the selling Holders propose to make an underwritten
public offering of the Transfer Restricted Securities, make
available at reasonable times for inspection by one or more
representatives of the selling Holders, designated in
writing by a Majority of Holders whose Transfer Restricted
Securities are included in the Shelf Registration Statement,
any underwriter participating in any distribution pursuant
to the Shelf Registration Statement and any attorney or
accountant retained by such selling Holders or any of the
underwriter(s), all financial and other records, pertinent
corporate documents and properties of the Issuer as shall be
reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the
Issuer's officers, directors, managers and employees to
supply all information reasonably requested by any such
representative or representatives of the selling Holders,
underwriter, attorney or accountant in connection with the
Shelf Registration Statement after the filing thereof and
before its effectiveness; provided, however, that any
information designated by the Issuer as confidential at the
time of delivery of such information shall be kept
confidential by the recipient thereof.

(vi)  If requested by any selling Holders, Merrill Lynch, as
representative of the Initial Purchasers, or the
underwriter(s), if any, promptly incorporate in the Shelf
Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such
information as such selling Holders, Merrill Lynch, as
representative of the Initial Purchasers, and such
underwriter(s), if any, may reasonably request to have
included therein, including, without

<PAGE>

limitation: (1)information relating to the "Plan of Distribution"
of the Transfer Restricted Securities, (2) information with respect
to the principal amount of Notes or number of shares of
Common Stock being sold to such underwriter(s), (3) the
purchase price being paid therefor and (4) any other terms
of the offering of the Transfer Restricted Securities to be
sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as
reasonably practicable after the Issuer is notified of the
matters to be incorporated in such Prospectus supplement or
post-effective amendment.  Notwithstanding the foregoing,
following the effective date of the Shelf Registration
Statement, the Issuer shall not be required to file more
than one such supplement or post-effective amendment to
reflect changes in the amount of Notes held by any
particular Holder at the request of such Holder in any 30-
day period.

(vii) Furnish to each selling Holder, Merrill Lynch, as
representative of the Initial Purchasers, and each of the
underwriter(s), if any, without charge, at least one copy of
the Shelf Registration Statement, as first filed with the
Commission, and of each amendment thereto (and any documents
incorporated by reference therein or exhibits thereto (or
exhibits incorporated in such exhibits by reference) as such
Person may request).

(viii)   Deliver to each selling Holder, Merrill Lynch, as
representative of the Initial Purchasers, and each of the
underwriter(s), if any, without charge, as many copies of
the Prospectus (including each preliminary prospectus) and
any amendment or supplement thereto as such Persons
reasonably may request; subject to any notice by the Issuer
in accordance with this Section 4(b) of the existence of any
fact or event of the kind described in Section 4(b)(iii)(D),
the Issuer hereby consents to the use of the Prospectus and
any amendment or supplement thereto by each of the selling
Holders and each of the underwriter(s), if any, in
connection with  the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any
amendment or supplement thereto.

(ix)  If  an underwriting agreement is entered into and the
registration is an Underwritten Registration, the Issuer
shall:
               (A)   upon request, furnish to each selling Holder and each
          underwriter, if any, in such substance and scope as they may
          reasonably request and as are customarily made by issuers to
          underwriters in primary underwritten offerings, upon the
          date of closing of any sale of Transfer Restricted
          Securities in an Underwritten Registration:

                    (1)   a certificate, dated the date of such closing, signed
               by the Chief Financial Officer of the Issuer confirming, as
               of the date

<PAGE>

               thereof, the matters set forth in Section 5(c)
               of the Purchase Agreement and such other matters as such
               parties may reasonably request;

(2)   opinions, each dated the date of such closing, of
counsel to the Issuer covering such of the matters set forth
in the exhibits to the Purchase Agreement referred to in
Section 5(a) thereof as are customarily covered in legal
opinions to underwriters in connection with primary
underwritten offerings of securities; and

(3)   customary comfort letters, dated the date of such
closing, from the Issuer's independent certified public
accountants (and from any other accountants whose report is
contained or incorporated by reference in the Shelf
Registration Statement), in the customary form and covering
matters of the type customarily covered in comfort letters
to underwriters in connection with primary underwritten
offerings of securities;

               (B)   set forth in full in the underwriting agreement, if
          any, indemnification provisions and procedures which provide
          rights no less protective than those set forth in Section 6
          hereof with respect to all parties to be indemnified; and

(C)   deliver such other documents and certificates as may
be reasonably requested by such parties to evidence
compliance with clause (A) above and with any customary
conditions contained in the underwriting agreement or other
agreement entered into by the selling Holders pursuant to
this clause (ix).

          (x)   Before any public offering of Transfer Restricted
     Securities, cooperate with the selling Holders, the
     underwriter(s), if any, and their respective counsel in
     connection with the registration and qualification of the
     Transfer Restricted Securities under the securities or Blue
     Sky laws of such jurisdictions as the selling Holders or
     underwriter(s), if any, may reasonably request and do any
     and all other acts or things necessary or advisable to
     enable the disposition in such jurisdictions of the Transfer
     Restricted Securities covered by the Shelf Registration
     Statement; provided, however, that the Issuer shall not be
     required (A) to register or qualify as a foreign corporation
     or a dealer of securities where it is not now so qualified
     or to take any action that would subject it to the service
     of process in any jurisdiction where it is not now so
     subject or (B) to subject itself to taxation in any such
     jurisdiction if they are not now so subject.

<PAGE>

(xi)  Cooperate with the selling Holders and the
underwriter(s), if any, to facilitate the timely preparation
and delivery of certificates representing Transfer
Restricted Securities to be sold and, when issued to the
purchasers of Transfer Restricted Securities pursuant to the
Shelf Registration Statement, not bearing any restrictive
legends (unless required by applicable securities laws); and
enable such Transfer Restricted Securities to be in such
denominations and registered in such names as the selling
Holders or the underwriter(s), if any, may request at least
two Business Days before any sale of Transfer Restricted
Securities made by the selling Holders or such
underwriter(s).

(xii) Use its best efforts to cause the Transfer Restricted
Securities covered by the Shelf Registration Statement to be
registered with or approved by such other U.S. governmental
agencies or authorities as may be necessary to enable the
seller or sellers thereof or the underwriter(s), if any, to
consummate the disposition of such Transfer Restricted
Securities.

(xiii)   Subject to Section 4(b)(i) hereof, if any fact or
event contemplated by Section 4(b)(iii)(D) hereof shall
exist or have occurred, use its reasonable best efforts to
prepare a supplement or post-effective amendment to the
Shelf Registration Statement or related Prospectus or any
document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the
purchasers of Transfer Restricted Securities, the Prospectus
will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading.

(xiv) Provide CUSIP numbers for all Transfer Restricted
Securities not later than the effective date of the Shelf
Registration Statement and provide the Trustee under the
Indenture with certificates for the Notes that are in a form
eligible for deposit with The Depository Trust Company.

(xv)  Cooperate with respect to in any filings required to
be made with the NASD and in the performance of any due
diligence investigation by any underwriter that is required
to be retained in accordance with the rules and regulations
of the NASD.

(xvi) Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission and all
reporting requirements under the rules and regulations of
the Exchange Act.

(xvii)   Cause the Indenture to be qualified under the TIA
not later than the effective date of the Shelf Registration
Statement required by this Agreement, and, in connection
therewith, cooperate with the trustee and the holders of
Notes

<PAGE>

to effect such changes to the Indenture as may be
required for such Indenture to be so qualified in accordance
with the terms of the TIA; and execute and use its best
efforts to cause the trustee thereunder to execute all
documents that may be required to effect such changes and
all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a
timely manner.

(xviii)  Cause all Transfer Restricted Securities covered by
the Shelf Registration Statement to be listed or quoted, as
the case may be, on each securities exchange or automated
quotation system on which similar securities issued by the
Issuer are then listed or quoted.

(xix) Make available to each Holder upon written request
each document filed with the Commission pursuant to the
requirements of Section 13 and Section 15 of the Exchange
Act after the effective date of the Shelf Registration
Statement.

(xx)  If requested by the underwriters, make appropriate
officers of the Issuer available to the underwriters for
meetings with prospective purchasers of the Transfer
Restricted Securities and prepare and present to potential
investors customary "road show" material in a manner
consistent with new issuances of other securities similar to
the Transfer Restricted Securities.

(xxi) Use its best efforts to obtain a waiver from each
person who would otherwise have the right to have securities
of the Company (other than Transfer Restricted Securities)
registered on the Shelf Registration Statement required by
this Agreement.  To the extent the Issuer does not receive
such waivers, it will use its best efforts to obtain the
consent of such persons from whom waivers are not obtained
to file a separate registration statement with respect to
all such other registrable securities, rather than include
them in the Shelf Registration Statement and, upon receipt
of such consent, to register such registrable securities in
accordance therewith.

     (c)   Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice from
the Issuer of the existence of any fact of the kind
described in Section 4(b)(iii)(D) hereof, such Holder will,
and will use its reasonable best efforts to cause any
underwriter(s) in an Underwritten Offering to, forthwith
discontinue disposition of Transfer Restricted Securities
pursuant to the Shelf Registration Statement until:

          (i)   such Holder has received copies of the supplemented or
     amended Prospectus contemplated by Section 4(b)(xiii)
     hereof; or

<PAGE>

(ii)  such Holder is advised in writing (the "Advice") by
the Issuer that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental
filings that are incorporated by reference in the
Prospectus.

If so directed by the Issuer, each Holder will deliver to
the Issuer (at the Issuer's expense) all copies, other than
permanent file copies then in such Holder's possession, of
the Prospectus covering such Transfer Restricted Securities
that was current at the time of receipt of such notice of
suspension.

     (d)   Each Holder who intends to be named as a selling
Holder in the Shelf Registration Statement shall furnish to
the Issuer in writing, prior to or on the 20th Business Day
after receipt of a request therefor as set forth in a
questionnaire, such information regarding such Holder and
the proposed distribution by such Holder of its Transfer
Restricted Securities as the Issuer may reasonably request
for use in connection with the Shelf Registration Statement
or Prospectus or preliminary Prospectus included therein.
(The form of the questionnaire is attached hereto as
Exhibit A.)  Holders that do not complete the questionnaire
and deliver it to the Issuer shall not be named as selling
securityholders in the Prospectus or preliminary Prospectus
included in the Shelf Registration Statement and therefore
shall not be permitted to sell any Transfer Restricted
Securities pursuant to the Shelf Registration Statement.
Each Holder who intends to be named as a selling Holder in
the Shelf Registration Statement shall promptly furnish to
the Issuer in writing such other information as the Issuer
may from time to time reasonably request in writing.  Each
Holder as to which the Shelf Registration Statement is being
effected agrees to furnish promptly to the Issuer all
information required to be disclosed in order to make
information previously furnished to the Issuer by such
Holder not materially misleading.

(e)   Upon the effectiveness of the Shelf Registration
Statement, each Holder shall notify the Issuer at least
three Business Days prior to any intended distribution of
Transfer Restricted Securities pursuant to the Shelf
Registration Statement (a "Sale Notice").  Each Holder of
this Security, by accepting the same, agrees to hold any
communication by the Issuer in response to a Sale Notice in
confidence.

     5. Registration Expenses.

     (a)   All expenses incident to the Issuer's performance of
or compliance with this Agreement shall be borne by the
Issuer regardless of whether a Shelf Registration Statement
becomes effective, including, without limitation:

          (i)   all registration and filing fees and expenses
     (including filings made by any Initial Purchasers, Holders
     or underwriters with the NASD);

<PAGE>

(ii)  all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws;

(iii) all expenses of printing (including printing of
Prospectuses and certificates for the Common Stock to be
issued upon conversion of the Notes), messenger and delivery
services and telephone;

(iv)  all fees and disbursements of counsel to the Issuer
and, subject to Section 5(b) below, the Holders of Transfer
Restricted Securities;

(v)   all application and filing fees in connection with
listing (or authorizing for quotation) the Common Stock on a
national securities exchange or automated quotation system
pursuant to the requirements hereof; and

(vi)  all fees and disbursements of independent certified
public accountants of the Issuer (including the expenses of
any special audit and comfort letters required by or
incident to such performance).

     The Issuer shall bear its internal expenses (including,
without limitation, all salaries and expenses of their
officers and employees performing legal, accounting or other
duties), the expenses of any annual audit and the fees and
expenses of any Person, including special experts, retained
by the Issuer.

     (b)   In connection with the review of the Shelf
Registration Statement and other documents referred to in
this Agreement, the Issuer shall, against a reasonably
detailed invoice therefor, reimburse Merrill Lynch, on
behalf of the Initial Purchasers, and the Holders of
Transfer Restricted Securities being registered pursuant to
the Shelf Registration Statement, for the reasonable fees
and disbursements of not more than one counsel, which shall
be Debevoise & Plimpton, or such other counsel as may be
chosen by a Majority of Holders for whose benefit the Shelf
Registration Statement is being prepared.

     6. Indemnification and Contribution.

     (a)   The Issuer agrees to indemnify and hold harmless each
Initial Purchaser, each Holder whose securities are included
in a Shelf Registration Statement, each Person who
participates as an underwriter (any such Person being an
"Underwriter") and each Person, if any, who controls any
Initial Purchaser, Holder or Underwriter within the meaning
of either Section 15 of the Securities Act or Section 20 of
the Exchange Act as follows:

<PAGE>

          (i)   against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, arising out of any untrue
     statement or alleged untrue statement of a material fact
     contained in such Shelf Registration Statement (or any
     amendment thereto), including all documents incorporated
     therein by reference, or the omission or alleged omission
     therefrom of a material fact required to be stated therein
     or necessary to make the statements therein not misleading,
     or arising out of any untrue statement or alleged untrue
     statement of a material fact contained in any Prospectus (or
     any amendment or supplement thereto) or the omission or
     alleged omission therefrom of a material fact necessary in
     order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

(ii)  against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency
or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any
such alleged untrue statement or omission;  provided that
(subject to Section 6(d) below) any such settlement is
effected with the written consent of the Issuer; and

(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by
any indemnified party), reasonably incurred in
investigating, preparing or defending against any
litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to
the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to
the Issuer by the Initial Purchasers, such Holder or such
Underwriter expressly for use in a Shelf Registration
Statement (or any amendment thereto) or any Prospectus (or
any amendment or supplement thereto).

     (b)   Each Holder whose securities are included in a Shelf
Registration Statement, severally but not jointly, agrees to
indemnify and hold harmless the Issuer, the Initial
Purchasers, each Underwriter and the other selling Holders
and each Person, if any, who controls the Issuer, the
Initial Purchasers, any Underwriter or any other selling
Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, against any and all
loss, liability, claim, damage and expense described in the
indemnity contained in Section 6(a) hereof, as incurred, but
only with respect to

<PAGE>

untrue statements or omissions, or alleged untrue statements or
omissions, made in such Shelf Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information
with respect to such Holder furnished to the Issuer by such
Holder expressly for use in such Shelf Registration
Statement (or any amendment thereto) or such Prospectus (or
any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder
in excess of the amount of net proceeds received by such
Holder from the sale of Transfer Restricted Securities
pursuant to such Shelf Registration Statement.

(c)   Each indemnified party shall give notice as promptly
as reasonably practicable to each indemnifying party of any
action or proceeding commenced against it in respect of
which indemnity may be sought hereunder, but failure so to
notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the
extent it is not materially prejudiced as a result thereof
and in any event shall not relieve it from any liability
which it may have otherwise than on account of this
indemnity agreement.  An indemnifying party may participate
at its own expense in the defense of such action; provided,
however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be
counsel to the indemnified party.  In no event shall the
indemnifying party or parties be liable for the fees and
expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances.  No
indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any litigation,
or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 (whether
or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such
litigation, investigation, proceeding or claim 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 any
indemnified party.

(d)   If at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel, such indemnifying
party agrees that it shall be liable for any settlement of
the nature contemplated by Section 6(a)(ii) effected without
its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into
and (iii) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior

<PAGE>

to the date of such settlement; provided that an
indemnifying party shall not be liable for any such
settlement if such indemnifying party (1) reimburses such
indemnified party in accordance with such request for the
amount of such fees and expenses of such counsel as the
indemnifying party believes in good faith to be reasonable
and (2) provides written notice to the indemnified party and
the indemnifying party disputes in good faith the reasonable
ness of the unpaid balance of such fees and expenses.

(e)   If the indemnification provided for in this Section 6
is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses,
liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims,
damages and expenses incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Issuer from
the offering and sale of the Transfer Restricted Securities
on the one hand and a Holder with respect to the sale by the
Holder of the Transfer Restricted Securities on the other
hand; or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the
indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand in connection
with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations.

     The relative benefits received by the Issuer on the one
hand and a Holder on the other hand with respect to such
offering and such sale shall be deemed to be in the same
proportion as the total net proceeds from the offering of
the Notes purchased under the Purchase Agreement (before
deducting expenses) received by the Issuer, as set forth on
the table of the Offering Memorandum dated March 1, 2000
relating to the Notes on the one hand bear to the total net
proceeds received by such Holder with respect to its sale of
Transfer Restricted Securities on the other.  The relative
fault of the indemnifying party or parties on the one hand
and the indemnified party or parties on the other hand shall
be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material
fact relates to information supplied by the indemnifying
party or parties on the one hand or the indemnified party or
parties on the other hand and the parties' relative intent,
knowledge, access to information and opportunity to correct
or prevent such statement or omission.

     The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6 were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to above in this Section 6.  The
aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to
above in this Section 6 shall be

<PAGE>

deemed to include any legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 6, no
Holder shall be required to contribute any amount in excess
of the amount by which the total price at which the Transfer
Restricted Securities purchased by it were resold exceeds
the amount of any damages which such Holder has otherwise
been required to pay by reason of any untrue or alleged
untrue statement or omission or alleged omission.  The
Holders' obligations to contribute as provided in this
Section 6(e) are several and not joint.

     No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

     For purposes of this Section 6, each Person, if any,
who controls an Initial Purchaser, a Holder or an
Underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as such Initial Purchaser,
such Holder or such Underwriter, and each director of the
Issuer, and each Person, if any, who controls the Issuer
within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to
contribution as the Issuer.

     7. Rule 144A.  In the event the Issuer is not subject to
Section 13 or 15(d) of the Exchange Act, the Issuer hereby
agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available
to any Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities
from such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.

8. Participation in Underwritten Registrations.  No Holder
may participate in any Underwritten Registration hereunder
unless such Holder:

          (i)   agrees to sell such Holder's Transfer Restricted
     Securities on the basis provided in any underwriting
     arrangements approved by the Persons entitled hereunder to
     approve such arrangements and

<PAGE>

(ii)  completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms
of such underwriting arrangements.

     9. Selection of Underwriters.  The Holders of Transfer
Restricted Securities covered by the Shelf Registration
Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering.  In any
such Underwritten Offering, the investment banker or
investment bankers and manager or managers that will
administer the offering will be selected by a Majority of
Holders whose Transfer Restricted Securities are included in
such offering; provided, that such investment bankers and
managers must be reasonably satisfactory to the Issuer.

     10.   Miscellaneous.

     (a)   Remedies.  The Issuer acknowledges and agrees that any
failure by the Issuer to comply with its obligations under
Section 2 hereof may result in material irreparable injury
to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the
event of any such failure, the Initial Purchasers or any
Holder may obtain such relief as may be required to
specifically enforce the Issuer's obligations under Section
2 hereof.  The Issuer further agrees to waive the defense in
any action for specific performance that a remedy at law
would be adequate.

(b)   Adjustments Affecting Transfer Restricted Securities.
The Issuer shall not, directly or indirectly, take any
action with respect to the Transfer Restricted Securities as
a class that would adversely affect the ability of the
Holders to include such Transfer Restricted Securities in a
registration undertaken pursuant to this Agreement.

(c)   No Inconsistent Agreements.  The Issuer will not, on
or after the date of this Agreement, enter into any
agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof.
In addition, the Issuer shall not, on or after the date
hereof, grant to any of its security holders (other than the
holders of Transfer Restricted Securities in such capacity)
the right to include any of its securities in the Shelf
Registration Statement provided for in this Agreement other
than the Transfer Restricted Securities.  Except as
disclosed in the Offering Memorandum dated March 1, 2000
relating to the Notes, the Issuer has not previously entered
into any agreement (which has not expired or been
terminated) granting any registration rights with respect to
its securities to any Person which rights conflict with the
provisions hereof.

(d)   Amendments and Waivers.  This Agreement may not be
amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof

<PAGE>

may not be given, unless the Issuer has obtained the written consent
of a Majority of Holders.

(e)   Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing
by hand-delivery, first-class mail (registered or certified,
return receipt requested), telex, telecopier, or air courier
guaranteeing overnight delivery:

          (i)   if to a Holder, at the address set forth on the
     records of the registrar under the Indenture or the transfer
     agent of the Common Stock, as the case may be; and

          (ii)  if to the Issuer:

          CV Therapeutics, Inc.
          3172 Porter Drive
          Palo Alto, California 94304
          Attention:  Daniel K. Spiegelman

                  With a copy to:

               Cooley Godward LLP
               Five Palo Alto Square
               3000 El Camino Real
               Palo Alto, CA  94306-2155
               Attention:  Alan Mendelson

     All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely
delivered to an air courier guaranteeing overnight delivery.

     (f)   Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and
assigns of each of the parties, including without limitation
and without the need for an express assignment, subsequent
Holders of Transfer Restricted Securities; provided,
however, that (i) this Agreement shall not inure to the
benefit of or be binding upon a successor or assign of a
Holder unless and to the extent such successor or assign
acquired Transfer Restricted Securities from such Holder and
(ii) nothing contained herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer
Restricted Securities in violation of the terms of the
Purchase Agreement or the Indenture.  If any transferee of
any Holder shall acquire Transfer

<PAGE>

Restricted Securities, in any manner, whether by operation of law
or otherwise, such Transfer Restricted Securities shall be held subject
to all of the terms of this Agreement, and by taking and holding
such Transfer Restricted Securities such person shall be
conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement.

(g)   Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall
constitute one and the same agreement.

(h)   Securities Held by the Issuer or Their Affiliates.
Whenever the consent or approval of Holders of a specified
percentage of Transfer Restricted Securities is required
hereunder, Transfer Restricted Securities held by the Issuer
or its "affiliates" (as such term is defined in Rule 405
under the Securities Act) shall not be counted in
determining whether such consent or approval was given by
the Holders of such required percentage.

(i)   Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or
otherwise affect the meaning hereof.

(j)   Governing Law.  This Agreement shall be governed by,
and construed in accordance with, the law of the State of
New York, without regard to conflict of laws principles
thereof.

(k)   Severability. If  any one or more of the provisions
contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

(l)   Entire Agreement.  This Agreement is intended by the
parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect
of the subject matter contained herein.  There are no
restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to
the registration rights granted by the Issuer with respect
to the Transfer Restricted Securities.  This Agreement
supersedes all prior agreements and understandings between
the parties with respect to such subject matter.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.

                         CV THERAPEUTICS, INC.



                         By_________________________________
                                Name:
                                Title:

                         MERRILL LYNCH, PIERCE, FENNER &
                         SMITH
                                  INCORPORATED
                         J.P. MORGAN SECURITIES INC.
                         FLEETBOSTON ROBERTSON STEPHENS INC.
                         SG COWEN SECURITIES CORPORATION

                         By: Merrill Lynch, Pierce, Fenner &
                         Smith
                                  Incorporated


                         By________________________________
                              Authorized Signatory

<PAGE>

                                                        Exhibit A

                      CV THERAPEUTICS, INC.

     FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     The undersigned beneficial holder of 4 3/4% Convertible
Subordinated Notes due 2007 (the "Notes") of CV Therapeutics,
Inc. (the "Issuer"), or common stock, par value $.001 per share
(the "Shares" and together with the Notes, the "Transfer
Restricted Securities") of the Issuer understands that the Issuer
has filed, or intends to file, with the Securities and Exchange
Commission (the "Commission") a registration statement (the
"Shelf Registration Statement"), for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), of the Transfer Restricted Securities in
accordance with the terms of the Registration Rights Agreement,
dated March 7, 2000 (the "Registration Rights Agreement") between
the Issuer and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, J.P. Morgan Securities Inc., FleetBoston
Robertson Stephens Inc. and SG Cowen Securities Corporation.  A
copy of the Registration Rights Agreement is available from the
Issuer upon request at the address set forth below.  All
capitalized terms not otherwise defined herein have the meaning
ascribed thereto in the Registration Rights Agreement.

     Each beneficial owner of Transfer Restricted Securities is
entitled to the benefits of the Registration Rights Agreement.
In order to sell or otherwise dispose of any Transfer Restricted
Securities pursuant to the Shelf Registration Statement, a
beneficial owner of Transfer Restricted Securities generally will
be required to be named as a selling securityholder in the
related Prospectus, deliver a Prospectus to purchasers of
Transfer Restricted Securities and be bound by those provisions
of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions).
Beneficial owners that do not complete this Notice and
Questionnaire within 20 Business Days of receipt hereof and
deliver it to the Issuer as provided below will not be named as
selling securityholders in the prospectus and therefore will not
be permitted to sell any Transfer Restricted Securities pursuant
to the Shelf Registration Statement.

     Certain legal consequences arise from being named as a
selling securityholder in the Shelf Registration Statement and
the related Prospectus.  Accordingly, holders and beneficial
owners of Transfer Restricted Securities are advised to consult
their own securities law counsel regarding the consequences of
being named or not being named as a selling securityholder in the
Shelf Registration Statement and the related Prospectus.

<PAGE>

              REGISTRATION STATEMENT QUESTIONNAIRE

     The undersigned beneficial owner (the "Selling
Securityholder") of Transfer Restricted Securities hereby elects
to include in the Shelf Registration Statement for the
registration and resale of the Transfer Restricted Securities the
Transfer Restricted Securities beneficially owned by it and
listed below in Item (3) (unless otherwise specified under Item
3).  The undersigned agrees to be bound with respect to such
Transfer Restricted Securities by the terms and conditions of
this Questionnaire.

     Upon any sale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement under the Securities Act, the
Selling Securityholder will be required to deliver to the Issuer
the notice of transfer set forth in Appendix I attached hereto
(completed and signed) and hereby undertakes to do so.

     The Selling Securityholder hereby provides the following
information to the Issuer and represents and warrants that such
information is accurate and complete:

     (1) (a)   Full Legal Name of Selling Securityholder:





         (b)   Full Legal Name of Registered Holder (if not the
               same as in (a) above) through which Transfer
               Restricted Shares listed in (3) below are held:





         (c)   Full legal Name of DTC participant (if applicable
               and if not the same as in (b) above) through which
               Transfer Restricted Shares are held:



     (2)       Address and Telephone Numbers for Selling
               Securityholder:





               Telephone:

               Fax:

               Contact Person:


<PAGE>

     (3)       Beneficial Ownership of type and amount of
               Transfer Restricted Securities:

          Fill in the type and amount of Transfer Restricted
          Securities owned of record and beneficially (see
          definition) by the Selling Securityholder:

          Type of Security           Of Record    Beneficially


     (4) Other securities of the Issuer owned by the Selling
Securityholder:

          Except as set forth below and under Item (3) above, the
          undersigned Selling Securityholder is not the
          beneficial or registered owner of any shares of Common
          Stock or any other securities of the Issuer.

          State any exceptions here:



     (5) Relationships with the Issuer:

          Except as set forth below, neither the Selling
          Securityholder nor any of its affiliates, officers (see
          definition), directors or principal shareholders (5% or
          more) has held any position or office or has had any
          other material (see definition) relationship with the
          Issuer (or its predecessors or affiliate) during the
          past three years.

          State any exceptions here:



     (6)  Plan of Distribution:

          Except as set forth below, the undersigned Selling
          Securityholder intends to distribute the Transfer
          Restricted Securities above in Item (3) pursuant to the
          Shelf Registration Statement only as follows:  All or a
          portion of such Transfer Restricted Securities may be
          sold from time to time directly by the undersigned
          Selling Securityholder or, alternatively, through
          underwriters, broker-dealers or agents. If the Transfer
          Restricted Securities are sold through underwriters or
          broker-dealers, the Selling Securityholder will be
          responsible for discounts and commissions.  Such
          Transfer Restricted Securities may be sold in one or
          more transactions at fixed prices, at prevailing market
          prices at the time of sale, at varying prices
          determined at the time of sale, or at negotiated
          prices.  Such sales may be effected in transactions
          (which may involve crosses or block transactions)
          (i) on any national securities exchange or quotation
          service on which the Transfer Restricted Securities may
          be listed or quoted at the time of sale, (ii) in the
          over-the-counter market, (iii) in transactions
          otherwise than on such exchanges or services or in the
          over-the-counter market, or (iv) through the writing of
          options.

<PAGE>

          The Selling Securityholder may also enter into
          hedging transactions with broker-dealers, which may in
          turn engage in short sales of the Transfer Restricted
          Securities and deliver Transfer Restricted Securities
          to close out such short positions, or loan or pledge
          Transfer Restricted Securities to broker-dealers that
          in turn may sell such securities.

          State any exceptions here:



     (7)  NASD Matters:

1. Do you know of any information pertaining to underwriting
  compensation and arrangements (see definition) or any dealings
  between any Underwriter or Related Person (see definition), NASD
  Member (see definition) or Person Associated with a Member of the
  NASD (see definition) on the one hand, and the Issuer or any
  parent, subsidiary or Controlling (see definition) shareholder
  thereof on the other hand?

     Answer:  [   ] Yes    [   ] No      If "yes," please
     describe



<PAGE>

2. (a)  Are you (i) an NASD Member (see definition), (ii) a
  Controlling (see definition) shareholder of an NASD Member,
  (iii) a Person Associated with a Member of the NASD (see
  definition), or (iv) an Underwriter or a Related Person (see
  definition) with respect to the proposed offering; or (b) do you
  own any shares or other securities of any NASD Member not
  purchased in the open market; or (c) have you made any
  outstanding subordinated loans to any NASD Member?

     Answer:  [   ] Yes    [   ] No      If "yes," please
     describe





   __________________________________________________________


     3. Have you been an underwriter, or a Controlling (see
definition) person or member of any investment banking or
brokerage firm which has been or might be an underwriter, for
securities of the Issuer?

     Answer:  [   ] Yes    [   ] No      If "yes," please
     describe




   __________________________________________________________


  4. If the answer to either Question 2 or 3 above is "yes," set
     forth below information as to all purchases and acquisitions
     (including contracts for purchase or acquisition) of securities
     of the Issuer by you during the last 18 months, as well as to all
     proposed purchases and acquisitions which are to be consummated
     in whole or in part within the next 12 months.

Seller or      Amount and                           Description
Prospective    Nature of       Price or Other       of
Seller         Securities      Consideration Date   Relationship


<PAGE>

     5.

       Set forth below information as to all sales and dispositions
       (including contracts to sell or to dispose) of securities
       of the Issuer during the last 18 months by you to any
       NASD Member (see definition) or any Person Associated
       with a Member of the NASD (see definition) or any
       Underwriter or Related Person (see definition) as well as
       to all proposed sales and dispositions by you to such
       persons which are to be consummated by you in whole or in
       part within the next 12 months.  Also set forth below a
       description of the relationship, affiliation or
       association of you and, if known, the other party or
       parties to the above transactions with an underwriter or
       other person or entity "in the stream of distribution"
       with respect to the offering.

Buyer or       Amount and                           Description
Prospective    Nature of       Price or Other       of
Buyer          Securities      Consideration Date   Relationship






       6. If you have had during the last 18 months, or are to have
          within the next 12 months, any transactions of the character
          referred to in Question 4 or 5 of this Section, describe briefly
          below the relationship, affiliation or association of both you
          and, if known, the other party or parties to any such transaction
          with an underwriter or other person or entity "in the stream of
          distribution" with respect to the proposed transaction.  In any
          case, where the purchaser (whether you or any such party) is
          known by you to be a member of a "private investment group," such
          as a hedge fund or other group of purchasers, furnish, if known,
          the names of all persons comprising the Group (see definition)
          and their association with or relationship to any broker-dealer.

     Description:

<PAGE>

     The Selling Securityholder acknowledges that it understands
it obligation to comply with the provisions of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder, relating to stock manipulation, particularly
Regulation M thereunder (or any successor rules), in connection
with the offering of its Transfer Restricted Securities covered
by the Shelf Registration Statement.  The Selling Securityholder
agrees that neither it nor any person acting on its behalf, will
sell or purchase any securities of the Issuer in violation of
such provisions, so long as the Transfer Restricted Securities
beneficially owned by it are being offered pursuant to the
Registration Statement.

     In the event that the Selling Security holder transfers all
or any portion of the Transfer Restricted Securities listed in
Item (3) above after the date on which such information is
provided to the Issuer, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of the
transferee(s) rights and obligations under the Registration
Rights Agreement and this questionnaire.

     By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to
Items (1) through (7) above and the inclusion of such information
in the Shelf Registration Statement and related Prospectus.  The
Selling Securityholder understands that such information will be
relied upon by the Issuer in connection with the preparation of
the Shelf Registration Statement and related Prospectus and any
amendments or supplements thereto.

     The undersigned Selling Securityholder agrees to promptly
notify the Issuer of any inaccuracies or changes in the
information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement is
in effect.  All notices hereunder shall be made in writing and
shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by facsimile or (iii) one
business day after being deposited with a reputable next-day
courier, postage prepaid, as follows:

      (i)   To the Issuer

         CV THERAPEUTICS
         2172 Porter Drive
         Palo Alto, CA 94304
         Attn:  Daniel K. Spiegelman
         Fax:  (650) 858-0388

      (ii)  With a copy to:

         COOLEY GODWARD LLP
         Five Palo Alto Square
         3000 El Camino Real
         Palo Alto, CA  94306
         Attention:  Andrea Vachss, Esq.
         Fax:  (650) 849-7400

<PAGE>

     Once this questionnaire is executed by the Selling Security
holder and received by the Issuer, this questionnaire, and the
representations and warranties contained herein, shall be binding
on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and
assigns of the Issuer and the Selling Securityholder (with
respect to the Transfer Restricted Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above).

<PAGE>

     In Witness Whereof, the undersigned, by authority duly
given, has caused this Questionnaire to be executed and delivered
either in person or by its duly authorized agent.



Dated:
                        Selling Securityholder
                                   (Print/type full legal name of
                              registered
                                   owner of Transfer Restricted
                              Securities)


                     By:
                          Name:
                          Title:


PLEASE RETURN THE COMPLETED AND EXECUTED QUESTIONNAIRE TO THE
COMPANY'S COUNSEL AT:


                    COOLEY GODWARD LLP
                    Five Palo Alto Square
                    3000 El Camino Real
                    Palo Alto, CA  94306
                    Attention:  Andrea Vachss, Esq.
                    Fax:  (650) 849-7400

<PAGE>

                            Exhibit A

                           DEFINITIONS

   For purposes of the representations made in this
Questionnaire, the following definitions shall be applicable:

   Arrangement.  The term "arrangement" means any plan, contract,
agreement, authorization or arrangement, whether or not set forth
in writing.

   Beneficial Ownership.  The term "beneficially owned" as
applied to an interest in securities means (a) any direct or
indirect interest in the securities which entitles you to any of
the rights or benefits of ownership, even though you are not the
holder or owner of record or (b) securities owned by you or to
which you have a right to acquire, directly or indirectly,
including those held for your own benefit (regardless of how
registered) or securities held by others for your own benefit
(regardless of how registered), such as custodians, brokers,
nominees, pledgees, etc. and including securities held by an
estate or trust in which you have an interest as legatee or
beneficiary, securities owned by a partnership of which you are a
partner, securities held by a personal holding company of which
you are a shareholder, etc., and securities held in the name of
your spouse, minor children and any relative (sharing the same
home).  "Beneficial ownership" includes having or sharing,
directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise:

   (1)   voting power which includes the power to vote, or to
direct the voting of, such security; and/or

   (2)   investment power which includes the power to dispose, or
to direct the disposition, of such security.  Any person who,
directly or indirectly, creates or uses a trust, proxy, power of
attorney, pooling arrangement or any other contract, arrangement
or device with the purpose or effect of divesting such person of
beneficial ownership of a security or preventing the vesting of
such beneficial ownership as part of a plan or scheme to evade
the reporting requirements of Section 13(d) of the Exchange Act,
is deemed for purposes of such section to be the beneficial owner
of such security.

   The Securities and Exchange Commission (the "SEC") has
expressed the view that a person may be regarded as the
beneficial owner of securities which are held in the name of such
person's spouse, minor children or other relatives (including
relatives of the person's spouse) who share the person's home if
the relationship which exists results in such person obtaining
benefits substantially equivalent of ownership of the securities.

   The SEC has expressed the view that a person may be deemed to
be the beneficial owner of a security if that person has the
right to acquire beneficial ownership of such security within 60
days, including, but not limited to, any right to acquire:
(1) through the exercise of any option, warrant or right;
(2) through the conversion of a security; (3) pursuant to the
right to revoke a trust, discretionary account or similar
arrangements; or (4) pursuant to the automatic termination of a
trust, discretionary account or similar arrangement.

<PAGE>

   If you have any reason to believe that any interest in
securities of the Issuer, however remote, which you or the above-
described relatives may have is a beneficial interest, please
describe such interest.

   Control.  The term "control" (including the terms
"controlling," "controlled by" and "under common control with")
means the possession, direct or indirect, of the power, either
individually or with others, to direct or cause the direction of
the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.
(Rule 405 under the Securities Act of 1933, as amended)

   Group.  The term "group" includes a partnership, syndicate or
other group, whether formally organized or not, which has as a
purpose the acquiring, holding or disposing of securities of the
Issuer.

   Material.  The term "material," when used in this Information
Statement to qualify a requirement for the furnishing of
information as to any subject, limits the information required to
those matters as to which there is a substantial likelihood that
a reasonable investor would attach importance in determining
whether to purchase securities of the Issuer.  The materiality of
any relationship is to be determined on the basis of the
significance of the information to investors in light of all of
the circumstances of the particular case.  The importance of the
relationship, the relationship of the parties to the transaction
with each other and the amount involved in the transaction are
among the factors to be considered in determining the
significance of the information to investors.  If you have any
question as to whether or not a matter is "material," please
describe the matter, and, if such is the case, state your belief
that the matter is not "material."

   NASD Member.  The term "NASD member" means either any broker
or dealer admitted to membership in the National Association of
Securities Dealers, Inc. ("NASD").  (NASD Manual, By-laws
Article I, Definitions)

   Officers.  The term "officers" means that of the president,
secretary, treasurer, any vice president in charge of a principal
business function (such as sales, administration or finance) and
any other person who performs similar policy-making functions for
the Issuer.

   Person Associated with a member of the NASD.  The term "person
associated with a member of the NASD" means every sole
proprietor, partner, officer, director, branch manager or
executive representative of any NASD Member, or any natural
person occupying a similar status or performing similar
functions, or any natural person engaged in the investment
banking or securities business who is directly or indirectly
controlling or controlled by a NASD Member, whether or not such
person is registered or exempt from registration with the NASD
pursuant to its bylaws.  (NASD Manual, By-laws Article I,
Definitions)

   Underwriter or a Related Person.  The term "underwriter or a
related person" means, with respect to a proposed offering,
underwriters, underwriters' counsel, financial consultants and
advisors, finders, members of the selling or distribution group,
and any and all other persons associated with or related to any
of such persons.  (NASD Interpretation)

<PAGE>

                         Appendix I

    BROKER'S NOTICE OF TRANSFER OF SECURITIES PURSUANT TO
                   REGISTRATION STATEMENT

Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA  94306
Attention:  Andrea Vachss, Esq.
Fax:  (650) 849-7400

Re:   CV Therapeutics, Inc. (the "Company")

Ladies and Gentlemen:

Please be advised that               has transferred, on
(date), pursuant to the Registration Statement on Form S-3
(SEC File No.        ) filed by the Company (complete all
blanks that apply):

     $________ principal amount of 4 3/4% Convertible
Subordinated Notes Due 2007.

     _________ shares of Common Stock.

We hereby certify that the prospectus delivery requirements,
if any, of the Securities Act of 1933, as amended, have been
satisfied with respect to the transfer described above and
that the above-named beneficial owner of the Shares is named
as a selling Security holder in the Prospectus dated
____________________ or in amendments or supplements
thereto, and that the securities transferred are [a portion
of] the securities listed in such owner's name.

Dated: _______________________

                  Very truly yours,



                  Name:
                  Title: