<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ___________

                                    Form 10-Q

           /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

          / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ______________ TO ______________
                                        
                         COMMISSION FILE NUMBER 0-21643

                                   ___________

                              CV THERAPEUTICS, INC.

             (Exact name of Registrant as specified in its charter)

              DELAWARE                              43-1570294
    (State or other jurisdiction of      (IRS Employer Identification No.)
    incorporation or organization)

                 3172 PORTER DRIVE, PALO ALTO, CALIFORNIA 94304
          (Address of principal executive offices, including zip code)

                                 (415) 812-0585
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes /X/  No 

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

                    Class                     Outstanding at April 30, 1997
                    -----                     -----------------------------
     Common Stock $.001 par value                      6,908,047


<PAGE>

<TABLE>
                                                                            Page Number
<S>                                                                         <C>
Part I    Financial Information                                             
     
     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets                           3
              Condensed Consolidated Statements of Operations                 4
              Condensed Consolidated Statements of Cashflow                   5
              Notes to the Condensed Consolidated                             6
                 Financial Statements

     Item 2.  Management's Discussion and Analysis
                 of Financial Condition and                                   7
                 Results of Operations

Part II   Other Information

     Item 6.  Exhibits and Reports on Form 8-K                               10

Part III  Signatures
</TABLE>

<PAGE>

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

     

                              CV THERAPEUTICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                  MARCH 31,    DECEMBER 31,
                                                                                    1997          1996
                                                                                    ----          ----
                                                                                (UNAUDITED)        (1)
<S>                                                                             <C>           <C>
                                                 ASSETS
 Current assets:
   Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .         $17,285        $19,575
   Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . .          14,073          1,993
   Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . .             571            454
                                                                                   -------        -------
 Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . .          31,929         22,022
                                                                           
 Long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . .           3,031              -
 Notes receivable from officers and employees. . . . . . . . . . . . . . .             475            475
 Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . .           2,878          3,072
 Intangible and other assets . . . . . . . . . . . . . . . . . . . . . . .             521            570
                                                                                   -------        -------

                                                                                   $38,834        $26,139
                                                                                   -------        -------
                                                                                   -------        -------
                                  LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .            $171           $405
   Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .           1,165          1,304
   Current portion of long-term debt . . . . . . . . . . . . . . . . . . .               -             15
   Current portion of capital lease obligation . . . . . . . . . . . . . .             647             20
   Deferred revenue, short-term portion. . . . . . . . . . . . . . . . . .           2,000              -
                                                                                   -------        -------

 Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . .           3,983          1,744
                                                                           
 Long-term portion of capital lease obligation . . . . . . . . . . . . . .           1,069              -
 Long-term portion of long-term debt . . . . . . . . . . . . . . . . . . .           6,000          5,000
 Accrued rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             627            719
 Deferred revenue, long-term portion . . . . . . . . . . . . . . . . . . .           5,000              -
 Commitments
 Stockholders' equity:
   Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          70,595         65,414
   Warrants to purchase common stock . . . . . . . . . . . . . . . . . . .           1,225          1,225
   Notes receivable issued for stock . . . . . . . . . . . . . . . . . . .            (171)          (171)
   Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . .          (2,021)        (2,166)
   Deficit accumulated during the development stage. . . . . . . . . . . .         (47,511)       (45,626)
                                                                                   -------        -------

 Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . .          22,117         18,676
                                                                                   -------        -------

                                                                                   $38,834        $26,139
                                                                                   -------        -------
                                                                                   -------        -------
</TABLE>

 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS. 

(1)  THE BALANCE SHEET AT DECEMBER 31, 1996 HAS BEEN DERIVED FROM AUDITED
     FINANCIAL STATEMENTS AT THAT DATE, BUT DOES NOT INCLUDE ALL OF THE 
     INFORMATION AND FOOTNOTES REQUIRED BY GENERALLY ACCEPTED FINANCIAL 
     PRINCIPLES FOR COMPLETE FINANCIAL STATEMENTS.


<PAGE>


                              CV THERAPEUTICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                INCEPTION
                                                                               THREE MONTHS ENDED MARCH 31,   (DECEMBER 11,
                                                                               ----------------------------      1990) TO
                                                                                      1997           1996     MARCH 31, 1997
                                                                                      ----           ----     --------------
<S>                                                                            <C>               <C>          <C>
 Contract revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . .            $820             $_         $1,070
 Operating expenses:
   Research and development. . . . . . . . . . . . . . . . . . . . . . . .           1,790          2,524         36,508
   General and administrative. . . . . . . . . . . . . . . . . . . . . . .           1,021            691         11,518
                                                                                   -------        -------       --------

 Total operating expenses. . . . . . . . . . . . . . . . . . . . . . . . .           2,811          3,215         48,026
                                                                                   -------        -------       --------

 Loss from operations. . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,991)        (3,215)       (46,956)
 Net interest and other expense. . . . . . . . . . . . . . . . . . . . . .             106           (164)          (532)
                                                                                   -------        -------       --------

 Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $(1,885)       $(3,379)      $(47,488)
                                                                                   -------        -------       --------
                                                                                   -------        -------       --------

 Net loss per share. . . . . . . . . . . . . . . . . . . . . . . . . . . .          $(0.30)
                                                                                   -------        
                                                                                   -------        

 Shares used in computing net loss per share . . . . . . . . . . . . . . .           6,346
                                                                                   -------        
                                                                                   -------        
 Pro forma net loss per share. . . . . . . . . . . . . . . . . . . . . . .                         $(0.80)
                                                                                                  -------       
                                                                                                  -------       

 Shares used in computing pro forma net loss per share . . . . . . . . . .                          4,248
                                                                                                  -------       
                                                                                                  -------       

</TABLE>
 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.



<PAGE>

                              CV THERAPEUTICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                 
                                                                                    THREE MONTHS ENDED           INCEPTION
                                                                                  -----------------------   (DECEMBER 11, 1990)
                                                                                  MARCH 31,      MARCH 31,          TO
                                                                                    1997           1996       MARCH 31, 1997
                                                                                  ---------      --------   -------------------
<S>                                                                               <C>            <C>        <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $(1,885)       $(3,379)      $(47,488)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
   Amortization of deferred compensation . . . . . . . . . . . . . . . . .             145              -            301
     Depreciation and amortization . . . . . . . . . . . . . . . . . . . .             269            278          3,378
     Write off of warrant issued under capital lease . . . . . . . . . . .               -              -            160
     Forgiveness of notes receivable . . . . . . . . . . . . . . . . . . .               -              -            200
     Issuance of stock warrant for legal services received . . . . . . . .               -              -             49
     Issuance of preferred stock and warrant for
       payment of license fee. . . . . . . . . . . . . . . . . . . . . . .               -              -            750
     Change in assets and liabilities:
       Other current assets. . . . . . . . . . . . . . . . . . . . . . . .            (112)            41            223
       Intangible and other assets . . . . . . . . . . . . . . . . . . . .               -              -         (1,434)
       Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .            (234)           236            171
       Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . .            (185)          (289)         1,119
       Accrued rent. . . . . . . . . . . . . . . . . . . . . . . . . . . .              (8)             -            711
       Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . .           7,000              -          7,000
                                                                                   -------        -------       --------

 Net cash provided by (used in) operating activities . . . . . . . . . . .           4,990         (3,113)       (34,860)
                                                                                   -------        -------       --------

 CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of short-term investments. . . . . . . . . . . . . . . . . . . .         (14,073)             -        (69,168)
 Purchase of long-term investments . . . . . . . . . . . . . . . . . . . .          (3,031)             -         (3,031)
 Maturity of short-term investments. . . . . . . . . . . . . . . . . . . .           1,993              -         55,095
 Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . .             (31)             9         (5,381)
 Notes receivable from officers and employees. . . . . . . . . . . . . . .               -              -           (721)
                                                                                   -------        -------       --------

 Net cash provided by (used in) investing activities . . . . . . . . . . .         (15,142)             9        (23,206)
                                                                                   -------        -------       --------

 CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on capital lease obligation. . . . . . . . . . . . . . . . . . .            (304)          (347)        (1,040)
 Borrowings under long-term debt . . . . . . . . . . . . . . . . . . . . .           3,000              -         16,219
 Repayments of long-term debt. . . . . . . . . . . . . . . . . . . . . . .             (15)          (539)        (8,218)
 Proceeds from issuances of common stock
   (and bridge loans subsequently converted into
   common stock), net of repurchases . . . . . . . . . . . . . . . . . . .           5,181              4         17,675
 Proceeds from issuance of warrant . . . . . . . . . . . . . . . . . . . .               -              -          1,359
 Proceeds from bridge loans. . . . . . . . . . . . . . . . . . . . . . . .               -              -          1,198
 Proceeds from issuance of convertible preferred stock . . . . . . . . . .               -          6,889         48,182
 Payments to stockholders to repurchase the
   Company's common stock. . . . . . . . . . . . . . . . . . . . . . . . .               -              -            (24)
                                                                                   -------        -------       --------

 Net cash provided by financing activities . . . . . . . . . . . . . . . .           7,862          6,007         75,351
                                                                                   -------        -------       --------
 Net (decrease) increase in cash and cash equivalents. . . . . . . . . . .          (2,290)         2,903         17,285
                                                                                   -------        -------       --------
 Cash and cash equivalents at beginning of period. . . . . . . . . . . . .          19,575          5,569              -
 Cash and cash equivalents at end of period. . . . . . . . . . . . . . . .         $17,285         $8,472        $17,285
                                                                                   -------        -------       --------
                                                                                   -------        -------       --------
</TABLE>

 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS. 


<PAGE>
                              CV THERAPEUTICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements of CV 
Therapeutics, Inc. have been prepared in accordance with generally accepted 
accounting principles, are unaudited, except as specifically noted, and 
reflect all adjustments (consisting solely of normal recurring adjustments) 
which are, in the opinion of management, necessary to present fairly the 
financial position and results of operations for the interim periods 
presented.  The results of operations for the three month period ended March 
31, 1997 are not necessarily indicative of the results to be expected for the 
full year.  The financial information included herein should be read in 
conjunction with the Company's financial report on Form 10-K/A for 1996 which 
includes the audited consolidated financial statements and the notes thereto 
for the year ended December 31, 1996.

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary, CV Therapeutics International, which was
incorporated in December 1993 in the Cayman Islands. All significant
intercompany balances have been eliminated. 

REVENUE RECOGNITION

     Contract revenues related to research agreements with noncancelable,
nonrefundable terms and no significant future obligations are recognized upon
execution of the agreements. Milestone payments will be recognized pursuant to
collaborative agreements upon the achievement of specified milestones. 

NET LOSS PER SHARE

     Except as noted below, net loss per share is computed using the weighted
average number of common shares outstanding. Common equivalent shares are
excluded from the computation as their effect is antidilutive, except that,
pursuant to the Securities and Exchange Commission ("SEC") Staff Accounting
Bulletins, common and common equivalent shares issued during the 12-month period
prior to the initial filing of the Company's Registration Statement on Form S-1
at prices below the assumed public offering price have been included in the
calculation as if they were outstanding for all periods presented through 
September 30, 1996 (using the treasury stock method for stock options). 

     Net loss per share information is as follows: 

                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                                1996
                                                        ----------------------
                                                        (IN THOUSANDS, EXCEPT
                                                          PER SHARE AMOUNTS)
      Net loss per share. . . . . . . . . . . . . . . .        $(2.02)
      Shares used in computing net loss per share . . .         1,675

     Pro forma per share data is provided to show the calculation on a
consistent basis for the periods presented. It has been computed as described
above, and also gives retroactive effect from the date of issuance to the
conversion of preferred stock which automatically converted to common stock upon
the closing of the Company's initial public offering. 

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, Earnings per Share, which is required to be adopted on 
December 31, 1997. At that time, the Company will be required to change the 
method currently used to compute loss per share and to restate all prior 
periods. The impact is expected to result in no change to loss per share for 
the quarters ended March 31, 1997 and March 31, 1996.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATIONS

     This Management's Discussion and Analysis of Financial Condition and
Results of Operations and other parts of this report contain forward-looking
statements which involve risks and uncertainties.  The Company's actual results
may differ materially from the results discussed in the forward-looking
statements.  Factors that might cause such a difference include, but are not
limited to, those listed below and those listed in "Risk Factors" in the
Company's Annual Report on Form 10-K/A for the year ended December 31, 1996.

OVERVIEW

     CVT is a development stage biopharmaceutical company focused exclusively on
the application of molecular cardiology to the discovery, development and
commercialization of novel small molecule drugs for the treatment of chronic
cardiovascular disease. Since its inception in December 1990, substantially all
of the Company's resources have been dedicated to research and development. To
date, CVT has not generated any product revenue and does not expect to generate
any such revenues for at least several years. As of March 31, 1997, the Company
had an accumulated deficit of approximately $47.5 million. The Company expects
its sources of revenue, if any, for the next several years to consist of
payments under existing and future corporate partnerships. The process of
developing the Company's products will require significant additional research
and development, preclinical testing and clinical trials, as well as regulatory
approval. These activities, together with the Company's general and
administrative expenses, are expected to result in operating losses for the
foreseeable future. The Company will not receive product revenue unless it or
its collaborative partners complete clinical trials and successfully
commercialize one or more of its products. 

     CVT is subject to risks common to biopharmaceutical companies, including
risks inherent in its research and development efforts and clinical trials,
reliance on collaborative partners, enforcement of patent and proprietary
rights, the need for future capital, potential competition and uncertainty of
regulatory approval. In order for a product to be commercialized, it will be
necessary for CVT and its collaborators to conduct preclinical tests and
clinical trials, demonstrate efficacy and safety of the Company's product
candidates, obtain regulatory clearances and enter into manufacturing,
distribution and marketing arrangements, as well as obtain market acceptance.
There can be no assurance that the Company will generate revenues or achieve and
sustain profitability in the future. 

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 1997 AND 1996

REVENUES.  The Company recognized revenues of $820,000 for the quarter ended
March 31, 1997, in association with the payment of a non-refundable, up-front
fee pursuant to research collaboration and license agreements with Biogen, Inc.
("Biogen") and its wholly-owned subsidiary, Biotech Manufacturing Limited
("Biotech Manufacturing" and together with Biogen the "Biogen Entities").

RESEARCH AND DEVELOPMENT EXPENSES.  The Company's research and development 
expenses decreased to $1.8 million for the quarter ended March 31, 1997, 
compared to $2.5 million for the quarter ended March 31, 1996. The lower 
expenses in 1997 were largely due to a $750,000 license payment to a 
collaborative partner that occurred in 1996 and did not occur again in 1997. 
Under a current license agreement, the Company may be obligated to make 
milestone payments totaling $3.0 million to Syntex (USA), Inc. in 1997 unless 
the Company elects to terminate the agreement. In addition, the Company 
expects research and development expenses to increase significantly over the 
next several years as the Company expands research and product development 
efforts.

GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased to $1.0 million for the quarter ended March 31, 1997, compared to
$691,000 for the quarter ended March 31, 1996, due to increased legal fees
associated with the negotiation of the agreements with the Biogen Entities and
increased outside services associated with becoming a public company. The
Company expects general and administrative expense to increase in the future due
to an increase in the level of the Company's activities and additional expenses
associated with being a public company.

INTEREST INCOME (EXPENSE) NET.  Interest income (expense), net increased to
$106,000 for the quarter ended March 31, 1997, compared to $(164,000) for the


<PAGE>

quarter ended March 31, 1996, as a result of higher average investment 
balances from the proceeds of the Company's initial public offering and 
payments received in connection with the Company's collaboration and license 
agreements with the Biogen Entities. The Company expects that interest income 
(expense), net will decrease as investment balances decrease due to the 
consumption of cash in operations. 

     The Company records and amortizes over the related vesting periods deferred
compensation representing the difference between the exercise price of options
granted and the deemed fair value of its common stock at the time of grant.
Options generally vest over four years. Deferred compensation of approximately
$2.3 million has been recorded and is being amortized to both research and
development expenses as well as general and administrative expenses over the
related vesting periods (generally four years) of the options granted. 

LIQUIDITY AND CAPITAL RESOURCES

     The Company has financed its operations since inception primarily through
private placements of preferred equity securities, equipment and leasehold
improvement financing, other debt financings and payments under corporate
collaborations. In November 1996, the Company completed an initial public
offering and raised net proceeds of approximately $13.0 million. On March 7,
1997, the Company entered into two research collaboration and license agreements
with the Biogen Entities which together resulted in an upfront payment of $16.0
million, including $5.0 million in cash, a $7.0 million equity investment
consisting of the purchase of 669,857 shares of the Company's Common Stock at
$10.45 per share, and advanced funding of a milestone payment and funding under
a credit facility totaling $4.0 million. In addition, CVT may receive
development milestones, equity investments, funding under a general purpose loan
facility and royalties from any future product sales. As of March 31, 1997, the
Company had received approximately $68.6 million in net proceeds from the sale
of equity securities, and approximately $16.9 million, before repayment, from
loans and equipment and leasehold financings. 

     Cash, cash equivalents and short- and long-term investments at March 31,
1997 totaled $34.4 million compared to $21.6 million at December 31, 1996. The
increase in 1997 was due to the receipt of the upfront payment of $16.0 million
associated with the Company's collaborations with the Biogen Entities. The
Company's funds are currently invested in short- and medium-term, investment
grade, interest-bearing debt obligations. 

     Net cash provided by operating activities for the quarter ended March 
31, 1997 was $5.0 million, compared to $(3.1) million for the quarter ended 
March 31, 1996. The increase in cash provided by operating activities was the 
result of deferred revenue of $7 million recorded in conjunction with the 
upfront payment under the collaboration with the Biogen Entities.

     Through March 31, 1997, the Company had invested approximately $6.1 million
in property and equipment, of which approximately $4.4 million was financed
through equipment and leasehold financings. 

     The Company will require substantial additional funding in order to 
complete its research and development activities and commercialize any 
potential products. The Company currently estimates that its existing 
resources, including payments already received from the Biogen Entities and 
projected interest income, will enable the Company to maintain its current 
and planned operations through 1998. However, there can be no assurance that 
the Company will not require additional funding prior to such time. The 
Company's forecast of the period of time through which its financial 
resources will be adequate to support its operations is a forward-looking 
statement that involves risks and uncertainties, and actual results could 
vary as a result of a number of factors.  The Company's future capital 
requirements will depend on many factors, including scientific progress in 
its research and development programs, the size and complexity of such 
programs, the scope and results of preclinical studies and clinical trials, 
the ability of the Company to establish and maintain corporate partnerships, 
the time and costs involved in obtaining regulatory approvals, the costs 
involved in filing, prosecuting and enforcing patent claims, competing 
technological and market developments, the cost of manufacturing preclinical 
and clinical material and other factors not within the Company's control. 
There can be no assurance that such additional financing to meet the 
Company's capital requirements will be available on acceptable terms or at 
all. Insufficient funds may require the Company to delay, scale back or 
eliminate some or all of its research or development programs, to lose rights 
under existing licenses or to relinquish greater or all rights to product 
candidates at an earlier stage of development or on less favorable terms than 
the Company would otherwise choose or may adversely affect the Company's 
ability to operate as a going concern. If additional funds are raised by 
issuing equity securities, substantial dilution to existing stockholders may 
result. 

<PAGE>

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

     The Company's business, financial condition and results of operations 
are subject to various risks, including those described below and elsewhere 
in this Report.

     The Company is an early stage company and must be evaluated in light of 
the uncertainties and complications present in an early stage 
biopharmaceutical company.  All of the Company products are at an early stage 
of development, and the Company has not generated any product revenue.  In 
addition, the Company has only two products in clinical development, CVT-124 
and Ranolazine. There can be no assurance that clinical trials conducted by 
the Company will demonstrate sufficient safety and efficacy to obtain the 
requisite approvals or that marketable products will result. In addition, the 
rate of completion of clinical trials may be delayed by many factors. The 
Company's product candidates will require significant additional development, 
preclinical studies, clinical trials and regulatory approval prior to 
commercialization. These activities may take several years and require the 
expenditure of substantial resources. In addition, these activities, together 
with the Company's general and administrative expenses, are expected to 
result in operating losses for the foreseeable future.

     The Company's strategy for the research, development and 
commercialization of its product candidates has required, and will continue 
to require, the Company to enter into various arrangements with corporate and 
academic collaborators, licensors, licensees and others, and the Company is 
dependent upon the success of these parties in performing their 
responsibilities. There can be no assurance that the Company will be able to 
enter into additional collaborative arrangements or license agreements on 
acceptable terms, or at all, or that the contemplated benefits from any of 
these agreements will be realized.

     The Company's business is affected by other factors, including: 
uncertainty of market acceptance, intense competition and rapid technological 
change, uncertainty of patent position and proprietary rights, dependence on 
key personnel and the need to attract and retain key employees and 
consultants, limited manufacturing, marketing and sales experience, 
significant government regulation, uncertainty of product pricing and 
reimbursement, and product liability exposure and the availability of 
insurance.

<PAGE>

Part II Other Information

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

     10.39*  Research Collaboration and License Agreement (U.S.) between 
             the Registrant and Biogen, Inc., dated March 7, 1997.

     10.40*  Research Collaboration and License Agreement (Europe) between
             the Registrant and Biotech Manufacturing Ltd., dated March 7, 1997.

     10.41*  Common Stock Purchase Agreement between the Registrant and 
             Biotech Manufacturing Ltd., dated March 7, 1997.

     10.42*  Loan Agreement between the Registrant and Biotech Manufacturing 
             Ltd., dated March 7, 1997.

     11.1    Computation of Net Loss per Share.

     27.1    Supplemental Financial Data.

     (b) No reports on Form 8-K were filed during the quarter ended March 31, 
         1997.

--------------------

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

<PAGE>

                             C.V. Therapeutics, Inc.
                                   Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       C.V. Therapeutics, Inc.


Date:          May 15, 1997

                                       By:  /s/ Louis G. Lange, M.D., Ph.D.
                                          --------------------------------------
                                          Louis G. Lange, M.D., Ph.D.
                                          Chairman of the Board & Chief 
                                          Executive Officer
                                          (Principal Executive Officer)

                                       By:  /s/ Kathleen A. Stafford
                                          --------------------------------------
                                          Kathleen A. Stafford
                                          Chief Financial Officer
                                          (Principal Financial and Accounting 
                                          Officer)