<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO CV
THERAPEUTICS, INC. (OR ITS SUCCESSOR) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, CONVERSION OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED
OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY
ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE
EVIDENCED HEREBY RESELL OR OTHERWISE TRANSFER THE NOTE
EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
CONVERSION OF SUCH NOTE EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO
BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE
EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF
THE NOTE EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF SUCH NOTE (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 2(D) ABOVE), THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO
THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
NORWEST BANK MINNESOTA, N.A., AS TRUSTEE (OR ANY SUCCESSOR
TRUSTEE, AS APPLICABLE).  IF THE PROPOSED TRANSFER IS
PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO NORWEST BANK MINNESOTA, N.A., AS
TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE
COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE

<PAGE>

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THIS LEGEND WILL
BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE EVIDENCED
HEREBY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR THE EXPIRATION OF
TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED
HEREBY.

<PAGE>

                    CV THERAPEUTICS, INC.

        4 3/4  % Convertible Subordinated Note due 2007

                                            CUSIP NO. 126667 AA 2

No.     1                                            $175,000,000


          CV THERAPEUTICS, INC., a Delaware corporation (the
"Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of One Hundred Seventy
Five Million U.S. Dollars ($175,000,000) on March 7, 2007.

          Interest Payment Dates:  March 7 and September 7,
commencing September 7, 2000.

          Regular Record Dates:  February 20 and August 20.

          Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same
effect as if set forth at this place.

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this
Security to be duly executed manually or by facsimile by its
duly authorized officers.

Dated:                        CV THERAPEUTICS, INC.


                              By:
                                   Name:
                                   Title:


                              By:
                                   Name:
                                   Title:


Trustee's Certificate of Authentication

This is one of the 4 3/4  % Convertible Subordinated
Notes due 2007 described in the within-named
Indenture.


NORWEST BANK MINNESOTA, N.A.

as Trustee


By:
     Authorized Signatory


Dated:

<PAGE>

                    [REVERSE OF SECURITY]

                    CV THERAPEUTICS, INC.

        4 3/4  % Convertible Subordinated Note due 2007


     Capitalized terms used herein but not defined shall
have the meanings assigned to them in the Indenture referred
to below unless otherwise indicated.

1.   Principal and Interest.

     CV Therapeutics, Inc., a Delaware corporation (the
"Company") promises to pay interest on the principal amount
of this Security at the Interest Rate from the date of
issuance until repayment at Maturity, redemption or
repurchase.  The Company will pay interest on this Security
semiannually in arrears on March 7 and September 7 of each
year (each an "Interest Payment Date"), commencing September
7, 2000.

     Interest on the Securities shall be computed (i) for
any full semiannual period for which a particular Interest
Rate is applicable on the basis of a 360-day year of twelve
30-day months and (ii) for any period for which a particular
Interest Rate is applicable shorter than a full semiannual
period for which interest is calculated, on the basis of a
30-day month and, for such periods of less than a month, the
actual number of days elapsed over a 30-day month.

     A Holder of any Security at the close of business on a
Regular Record Date shall be entitled to receive interest on
such Security on the corresponding Interest Payment Date.  A
Holder of any Security which is converted after the close of
business on a Regular Record Date and prior to the
corresponding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date) shall
be entitled to receive interest on the principal amount of
such Security, notwithstanding the conversion of such
Security prior to such Interest Payment Date.  However, any
such Holder which surrenders any such Security for
conversion during the period between the close of business
on such Regular Record Date and ending with the opening of
business on the corresponding Interest Payment Date shall be
required to pay the Company an amount equal to the interest
on the principal amount of such Security so converted, which
is payable by the Company to such Holder on such Interest
Payment Date, at the time such Holder surrenders such
Security for conversion.  Notwithstanding the foregoing, any
such Holder which surrenders for conversion any Security
which has been called for redemption by the Company in a
notice of redemption given by the Company pursuant to
Section 10.5 of the Indenture (whether the Redemption Date
for such Security is on such Interest Payment Date or
otherwise) shall be entitled to receive (and retain) such
interest and need not pay the Company an amount equal to the
interest on the principal amount of such Security so
converted at the time such Holder surrenders such Security
for conversion.

     In accordance with the terms of the Resale Registration
Rights Agreement, dated March 7, 2000, between the Company
and Merrill Lynch & Co., Merrill Lynch, Pierce,

<PAGE>

Fenner & Smith Incorporated, J.P. Morgan Securities Inc., FleetBoston
Robertson Stephens Inc. and SG Cowen Securities Corporation,
during the first 90 days following a Registration Default
(as defined in the Registration Rights Agreement), the
Interest Rate borne by the Securities shall be increased by
0.25% on:

          (A)  June 6, 2000, if the shelf registration
     statement (the "Shelf Registration Statement") is not
     filed prior to or on June 5, 2000;

          (B)  August 5, 2000, if the Shelf Registration
     Statement is not declared effective by the Securities
     and Exchange Commission prior to or on August 4, 2000;

          (C)  the day after the fifth Business Day after
     the Shelf Registration Statement, previously declared
     effective, ceases to be effective or fails to be
     usable, if a post-effective amendment (or report filed
     pursuant to the Exchange Act) that cures the Shelf
     Registration Statement is not filed with the Securities
     and Exchange Commission during such five Business Day
     period; or

          (D)  the day following the 45th or 60th day, as
     the case may be, of any period that the prospectus
     contained in the Shelf Registration Statement has been
     suspended, if such suspension has not been terminated.

From and after the 91st day following such Registration
Default, the Interest Rate borne by the Securities shall be
increased by 0.50%.  In no event shall the Interest Rate
borne by the Securities be increased by more than 0.50%.

     Any amount of additional interest will be payable in
cash semiannually, in arrears, on each Interest Payment Date
and will cease to accrue on the date the Registration
Default is cured.  The Holder of this Security is entitled
to the benefits of the Registration Rights Agreement.

2.   Method of Payment.

     Interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the person in whose name that
Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record
Date for such interest.

     Principal of, and premium, if any, and interest on,
Global Securities will be payable to the Depositary in
immediately available funds.

     Principal and premium, if any, on Physical Securities
will be payable at the office or agency of the Company
maintained for such purpose, initially the Corporate Trust
Office of the Trustee.  Interest on Physical Securities will
be payable by (i) U.S. Dollar check drawn on a bank located
thecity where the Corporate Trust Office of the Trustee is
located mailed to the address of the Person entitled thereto
as such address shall appear in the Register, or (ii) upon
application to the Registrar not later than the relevant
Record

<PAGE>

Date by a Holder of an aggregate principal amount in
excess of $5,000,000, wire transfer in immediately available
funds.

3.   Paying Agent and Registrar.

     Initially, Norwest Bank Minnesota, National
Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar.  The Company may change the
Paying Agent or Registrar without notice to any Holder.

4.   Indenture.

     The Company issued this Security under an Indenture,
dated as of March 7, 2000 (the "Indenture"), between the
Company and Norwest Bank Minnesota, National Association, as
trustee (the "Trustee").  The terms of the Security include
those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939,
as amended ("TIA").  This Security is subject to all such
terms, and Holders are referred to the Indenture and the TIA
for a statement of all such terms.  To the extent permitted
by applicable law, in the event of any inconsistency between
the terms of this Security and the terms of the Indenture,
the terms of the Indenture shall control.

5.   Provisional Redemption.

     The Securities may be redeemed at the election of the
Company, as a whole or from time to time in part or any
date, at any time prior to March 7, 2003 (a "Provisional
Redemption"), at a Redemption Price equal to $1,000 per
$1,000 principal amount of the Securities plus accrued and
unpaid interest, if any, to but excluding the date of
redemption (the "Provisional Redemption Date") if (i) the
Closing Price of the Common Stock has exceeded 150% of the
Conversion Price (as may be adjusted from time to time) then
in effect for at least 20 trading Days in any consecutive 30-
Trading Day period ending on the Trading Day prior to the
date of mailing of the provisional notice of redemption upon
not less than 20 nor more than 60 days notice (the "Notice
Date"), and (ii) a registration statement covering resales
of the Securities and Common Stock issuable upon the
conversion thereof is effective and available for use and is
expected to remain effective for the 30 days following the
Provisional Redemption Date.

     Upon any such Provisional Redemption, the Company shall
make an additional payment in cash (the "Make-Whole
Payment") with respect to the Securities called for
redemption to Holders on the Notice Date in an amount equal
to $107.14 per $1,000 principal amount of the Securities,
less the amount of any interest actually paid on such
Securities prior to the Notice Date.  The Company shall make
the Make-Whole Payment on all Securities called for
Provisional Redemption, including those Securities converted
into Common Stock between the Notice Date and the
Provisional Redemption Date.

6.   Optional Redemption.

     Except as provided above, this Security is not
redeemable prior to March 7, 2003.  This Security may be
redeemed in whole or in part, upon not less than 20 nor more
than 60 days' notice, at any time on or after March 7, 2003,
at the option of the Company, at

<PAGE>

the redemption price (expressed as percentages of the principal
amount) set forth below if redeemed during the 12-month period
beginning March 7 of the years indicated and ending March 6 of the
following years, plus any interest accrued but not paid prior to the
Optional Redemption Date.

          During the Twelve Months
          Commencing                                    Redemption Prices

          March 7, 2003, through March 6, 2004                   102.714%
          March 7, 2004, through March 6, 2005                   102.036%
          March 7, 2005, through March 6, 2006                   101.357%
          March 7, 2006 and thereafter                           100.679%

     If fewer than all the Securities are to be redeemed,
the Trustee shall select the particular Securities to be
redeemed from the Outstanding Securities by the methods as
provided in the Indenture.  If any Security selected for
partial redemption is converted in part before termination
of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security
shall be deemed to be the portion selected for redemption
(provided, however, that the Holder of such Security so
converted and deemed redeemed shall not be entitled to any
additional interest payment as a result of such deemed
redemption than such Holder would have otherwise been
entitled to receive upon conversion of such Security).
Securities which have been converted during a selection of
Securities to be redeemed may be treated by the Trustee as
Outstanding for the purpose of such selection.

     On and after the Redemption Date, interest ceases to
accrue on Securities or portions of Securities called for
redemption, unless the Company defaults in the payment of
the Redemption Price and accrued and unpaid interest.

     Notice of redemption will be given by the Company to
the Holders as provided in the Indenture.

7.   Repurchase Right Upon a Change of Control.

     If a Change in Control occurs, the Holder of
Securities, at the Holder's option, shall have the right, in
accordance with the provisions of the Indenture, to require
the Company to repurchase the Securities (or any portion of
the principal amount hereof that is at least $1,000 or an
integral multiple thereof, provided that the portion of the
principal amount of this Security to be Outstanding after
such repurchase is at least equal to $1,000) at the
Repurchase Price, plus any interest accrued and unpaid to
the Repurchase Date.

     Subject to the conditions provided in the Indenture,
the Company may elect to pay the Repurchase Price by
delivering a number of shares of Common Stock equal to (i)
the Repurchase Price divided by (ii) 95% of the average of
the Closing Prices per share for the five consecutive
Trading Days immediately preceding and including the third
Trading Day prior to the Repurchase Date.

<PAGE>

     No fractional shares of Common Stock will be issued
upon repurchase of any Securities.  Instead of any
fractional share of Common Stock which would otherwise be
issued upon conversion of such Securities, the Company shall
pay a cash adjustment as provided in the Indenture.

     A Company Notice will be given by the Company to the
Holders as provided in the Indenture.  To exercise a
repurchase Right, a Holder must deliver to the Trustee a
written notice as provided in the Indenture.

8.   Conversion Rights.

     Subject to and upon compliance with the provisions of
the Indenture, the Holder of Securities is entitled, at such
Holder's option, at any time before the close of business on
March 1, 2007 to convert the Holder's Securities (or any
portion of the principal amount hereof which is $1,000 or an
integral multiple thereof), at the principal amount thereof
or of such portion, into duly authorized, fully paid and
nonassessable shares of Common Stock of the Company at the
Conversion Price in effect at the time of conversion.

     In the case of a Security (or a portion thereof) is
called for redemption, such conversion right in respect of
the Security (or such portion thereof) so called, shall
expire at the close of business on the second Business Day
preceding the Redemption Date, unless the Company defaults
in making the payment due upon redemption.  In the case of a
Change of Control for which the Holder exercises its
Repurchase Right with respect to a Security (or a portion
thereof), such conversion right in respect of the Security
(or portion thereof) shall expire at the close of business
on the Business Day immediately preceding the Repurchase
Date.

     The Conversion Price shall be initially equal to $63.84
per share of Common Stock.  The Conversion Price shall be
adjusted under certain circumstances as provided in the
Indenture.

     To exercise the conversion right, the Holder must
surrender the Security (or portion thereof) duly endorsed or
assigned to the Company or in blank, at the office of the
Conversion Agent, accompanied by a duly signed conversion
notice to the Company.  Any Security surrendered for
conversion during the period between the close of business
on any Regular Record Date to the opening of business on the
corresponding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date),
shall be accompanied by payment in New York Clearing House
funds or other funds acceptable to the Company of an amount
equal to the interest payable on such Interest Payment Date
by the Company on the principal amount of the Security being
surrendered for conversion.  Notwithstanding the foregoing,
any such Holder which surrenders for conversion any Security
which has been called for redemption by the Company in a
notice of redemption given by the Company pursuant to
Section 10.5 hereof (whether the Redemption Date for such
Security is on such Interest Payment Date or otherwise),
need not pay the Company an amount equal to the interest in
the principal

<PAGE>

amount of such Security so converted at the time such Holder
surrenders such Security for conversion.

     No fractional shares of Common Stock will be issued
upon conversion of any Securities.  Instead of any
fractional share of Common Stock which would otherwise be
issued upon conversion of such Securities, the Company shall
pay a cash adjustment as provided in the Indenture.

9.   Subordination.

     The Indebtedness evidenced by this Security is, to the
extent and in the manner provided in the Indenture,
subordinated and subject in right of payment to the prior
payment in full of all amounts then due on all Senior Debt
of the Company, and this Security is issued subject to such
provisions of the Indenture with respect thereto.  Each
Holder of this Security, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on such Holder's behalf to take such
action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee such
Holder's attorney-in-fact for any and all such purposes.

10.  Denominations; Transfer; Exchange.

     The Securities are issuable in registered form, without
coupons, in denominations of $1,000 and integral multiples
of $1,000 in excess thereof.  A Holder may register the
transfer or exchange of Securities in accordance with the
Indenture.  The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the
Indenture.

     In the event of a redemption in part, the Company will
not be required (a) to register the transfer of, or
exchange, Securities for a period of 15 days immediately
preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption, or (b)
to register the transfer of, or exchange, any such
Securities, or portion thereof, called for redemption.

     In the event of redemption, conversion or repurchase of
the Securities in part only, a new Security or Securities
for the unredeemed, unconverted or unrepurchased portion
thereof will be issued in the name of the Holder hereof.

11.  Persons Deemed Owners.

     The registered Holder of this Security shall be treated
as its owner for all purposes.

12.  Unclaimed Money.

     The Trustee and the Paying Agent shall pay to the
Company any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two
years after the date upon which such payment shall have
become due.  After payment

<PAGE>

to the Company, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned
property law designates another Person, and all liability of the Trustee
and such Paying Agent with respect to such money shall cease.

13.  Discharge Prior to Redemption or Maturity.

     Subject to certain conditions contained in the
Indenture, the Company may discharge its obligations under
the Securities and the Indenture if (1) (a) all of the
Outstanding Securities shall become due and payable at their
scheduled Maturity within one year or (b) all of the
Outstanding Securities are scheduled for redemption within
one year, and (2) the Company shall have deposited with the
Trustee money and/or U.S. Government Obligations sufficient
to pay the principal of, and premium, if any, and interest
on, all of the Outstanding Securities on the date of
Maturity or redemption, as the case may be.

14.  Amendment; Supplement; Waiver.

     The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of the Securities under the Indenture at any
time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities (or such lesser amount as shall have
acted at a meeting pursuant to the provisions of the
Indenture).  The Indenture also contains provisions
permitting the Holders of specified percentages in principal
amount of the Securities at the time Outstanding, on behalf
of the Holders of all the Securities, to waive compliance by
the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of
any Security issued upon registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this
Security or such other Security.

     No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and
unconditional, to pay the principal of and premium, if any,
and interest (including Liquidated Damages, if any) on this
Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security (or
pay cash in lieu of conversion) as provided in the
Indenture.

15.  Defaults and Remedies.

     The Indenture provides that an Event of Default with
respect to the Securities occurs when any of the following
occurs:

          (a)  the Company defaults in the payment of the
     principal of or premium, if any, on any of the
     Securities when it becomes due and payable at Maturity,
     upon redemption or exercise of a Repurchase Right or
     otherwise,

<PAGE>

     whether or not such payment is prohibited by
     the subordination provisions of Article 13 of the
     Indenture;

          (b)  the Company defaults in the payment of
     interest on any of the Securities when it becomes due
     and payable and such default continues for a period of
     30 days, whether or not such payment is prohibited by
     the subordination provisions of Article 13 of the
     Indenture;

          (c)  the Company fails to deliver shares of Common
     Stock, together with cash instead of fractional shares,
     when those shares of Common Stock or cash instead of
     fractional shares are required to be delivered
     following conversion of a Security in accordance with
     the provisions of Article 12 of the Indenture;

          (d)  the Company fails to perform or observe any
     other term, covenant or agreement contained in the
     Securities or the Indenture and such default continues
     for a period of 60 days after written notice of such
     failure is given as specified in the Indenture;

          (e)  (i)  the Company fails to make any payment by
     the end of the applicable grace period, if any, after
     the maturity of any Indebtedness for borrowed money in
     an amount in excess of $5,000,000, or (ii) there is an
     acceleration of any Indebtedness for borrowed money in
     an amount in excess of $5,000,000 because of a default
     with respect to such Indebtedness without such
     Indebtedness having been discharged or such
     acceleration having been cured, waived, rescinded or
     annulled, in the case of either clause (i) or (ii)
     above, for a period of 30 days after written notice is
     given to the Company as specified in the Indenture; and

          (f)  there are certain events of bankruptcy,
     insolvency or reorganization of the Company.

     If an Event of Default shall occur and be continuing,
the principal of all the Securities may be declared due and
payable in the manner and with the effect provided in the
Indenture.

16.  Authentication.

     This Security shall not be valid until the Trustee (or
authenticating agent) executes the certificate of
authentication on the other side of this Security.

17.  Abbreviations.

     Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants
in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).

<PAGE>

18.  Additional Rights of Holders of Transfer Restricted
Securities.

     In addition to the rights provided to Holders under the
Indenture, Holders of Transfer Restricted Securities shall
have all the rights set forth in the Registration Rights
Agreement.

19.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on this
Security and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders.  No representation
is made as to the accuracy of such numbers either as printed
on this Security or as contained in any notice of redemption
and reliance may be placed only on the other identification
numbers placed thereon.

20.  Governing Law.

     The Indenture and this Security shall be governed by,
and construed in accordance with, the law of the State of
New York.

21.  Successor Corporation.

     In the event a successor corporation assumes all the
obligations of the Company under this Security, pursuant to
the terms hereof and of the Indenture, the Company will be
released from all such obligations.

<PAGE>

                       ASSIGNMENT FORM


     To assign this Security, fill in the form below and
have your signature guaranteed: (I) or (we) assign and
transfer this Security to:


        (Insert assignee's soc. sec. or tax I.D. no.)








       (Print or type assignee's name, address and zip
                            code)


and irrevocably appoint
to transfer this Security on the books of the Company.  The
agent may substitute another to act for him.
Dated:                   Your Name:
                              (Print your name exactly as it
                              appears on the face of this
                              Security)

                         Your Signature:
                              (Sign exactly as your name
                              appears on the face of this
                              Security)

                         Signature Guarantee*:














     * Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor acceptable
to the Trustee).

<PAGE>

In connection with any transfer of this Security occurring
prior to the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that
without utilizing any general solicitation or general
advertising that:

               [Check One]

[  ] (a)  this Security is being transferred in compliance
with the exemption from registration under the Securities
Act of 1933, as amended, provided by Rule 144A thereunder.

               or

[  ] (b)  this Security is being transferred other than in
accordance with (a) above and documents are being furnished
which comply with the conditions of transfer set forth in
this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or
other Registrar shall not be obligated to register this
Security in the name of any Person other than the Holder
hereof unless the conditions to any such transfer of
registration set forth herein and in Sections 2.7, 2.8 and
2.9 of the Indenture shall have been satisfied.

Dated:
                         NOTICE: The signature to this
                         assignment must correspond with the
                         name as written upon the face of
                         the within-mentioned instrument in
                         every particular, without
                         alteration or any change
                         whatsoever.

                         Signature Guarantee:




                         Signature must be guaranteed by a
                         participant in a recognized
                         signature guaranty medallion
                         program or other signature
                         guarantor acceptable to the
                         Trustee.

<PAGE>

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is
purchasing this Security for its own account or an account
with respect to which it exercises sole investment
discretion, in each case for investment and not with a view
to distribution, and that it and any such account is a
"Qualified Institutional Buyer" within the meaning of Rule
144A under the Securities Act of 1933 and is aware that the
sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim
the exemption from registration provided by Rule 144A.


Dated:
                         NOTICE:  To be executed by an
                         executive officer

<PAGE>

                      CONVERSION NOTICE


TO:  CV THERAPEUTICS, INC.
     3172 Porter Drive
     Palo Alto, California 94304


     The undersigned registered owner of this Security
hereby irrevocably exercises the option to convert this
Security, or the portion hereof (which is $1,000 principal
amount or an integral multiple thereof) below designated,
into shares of Common Stock in accordance with the terms of
the Indenture referred to in this Security, and directs that
the shares issuable and deliverable upon such conversion,
together with any check in payment for fractional shares and
any Securities representing any unconverted principal amount
hereof, be issued and delivered to the registered holder
hereof unless a different name has been indicated below.  If
shares or any portion of this Security not converted are to
be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes
payable with respect thereto.  Any amount required to be
paid to the undersigned on account of interest (including
Liquidated Damages, if any) accompanies this Security.


Dated:                   Your Name:
                              (Print your name exactly as it
                              appears on the face of this
                              Security)

                         Your Signature:
                              (Sign exactly as your name
                              appears on the face of this
                              Security)

                         Signature Guarantee*:

                         Social Security or other Taxpayer
                         Identification Number:



     Principal amount to be converted (if less than all):  $



     * Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor acceptable
to the Trustee).

<PAGE>

Fill in for registration of shares (if to be issued) and
Securities (if to be delivered) other than to and in the
name of the registered holder:


          (Name)



          (Street Address)



          (City, State and Zip Code)

<PAGE>

           NOTICE OF EXERCISE OF REPURCHASE RIGHT


TO:  CV THERAPEUTICS, INC.
     3172 Porter Drive
     Palo Alto, California 94304


     The undersigned registered owner of this Security
hereby irrevocably acknowledges receipt of a notice from CV
Therapeutics, Inc. (the "Company") as to the occurrence of a
Change of Control with respect to the Company and requests
and instructs the Company to repay the entire principal
amount of this Security, or the portion thereof (which is
$1,000 principal amount or an integral multiple thereof)
below designated, in accordance with the terms of the
Indenture referred to in this Security, together with
interest (including Liquidated Damages, if any) accrued and
unpaid to, but excluding, such date, to the registered
holder hereof, in cash.


Dated:                   Your Name:
                              (Print your name exactly as it
                              appears on the face of this
                              Security)

                         Your Signature:
                              (Sign exactly as your name
                              appears on the face of this
                              Security)

                         Signature Guarantee*:

                         Social Security or other Taxpayer
                         Identification Number:


     Principal amount to be repaid (if less than all):  $








     * Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor acceptable
to the Trustee).

<PAGE>

        SCHEDULE OF EXCHANGES FOR PHYSICAL SECURITIES

          The following exchanges of a part of this Global
Security for Physical Securities have been made:

  Date of     Amount of    Amount of    Principal     Signature
 Exchange    decrease in  increase in   Amount of        of
              Principal    Principal   this Global   authorized
              Amount of    Amount of     Security    officer of
             this Global  this Global   following      Trustee
               Security     Security       such
                                         decrease
                                           (or
                                        increase)